Industrie De Nora S p A : Integrated Annual Report 2025 (integrated annual report 2025 eng)

Integrated annual report

2025

‌

01

Industrie De Nora

06 - Letter to Stakeholders 09 - Corporate Bodies

02

Director's Report

12 - Highlights

14 - Events occurred during 2025

18 - The De Nora Group

23 - Information for the investors

26 - Business Performance 44 - Outlook

45 - Research and Development, Intellectual Property and Green Innovation activities

51 - Risks disclosure

61 - Related Party Transactions, Atypical and/or Unusual Transactions, Other Information

Consolidated Sustainability Statement

64 - General disclosures

119 - Enviromental information

162 - Social information

196 - Governance information

200 - Appendices

222 - Management's Certification on the Sustainability Statement

223 - Report of the Independent Auditors

03

Consolidated Financial Statements

04

Separate

Financial Statements

The english version of the Integrated annual report is not compliant with the provisions of the Commission Delegated Regulation (EU) 815/2019 concerning regulatory technical standards on the specification of a single electronic reporting format (ESEF - European Single Electronic Format).

Integrated Annual Report 2025 4 Industrie De Nora

‌Integrated Annual Report 2025 5 Industrie De Nora

01 Industrie De Nora

06 - Letter to Stakeholders 09 - Corporate Bodies

‌Letter to Stakeholders‌

Dear Shareholders and Stakeholders,

2025 was another year full of achievements and satisfaction for De Nora, both in economic and financial terms and in terms of business development. During the year, we entered new segments with high growth potential, completed the delivery of two flagship projects in the green hydrogen sector and recorded significant growth in turnover and new orders in the Water Technologies segment. These results are even more valuable in light of a particularly complex macroeconomic and geopolitical context.

In 2025, revenues increased by 4.4% year-on-year (at constant exchange rates), with operating profitability exceeding 19%, well above the guidance communicated at the beginning of the year. The performance was mainly driven by the Water Technologies segment: the Pools line recorded a 27.5% increase in turnover, while the Water Technology Systems line further expanded its order book, reaching approximately Euro 129 million, up 8% compared to 2024. This was complemented by excellent execution of orders in the Energy Transition portfolio, which contributed significantly to the overall results.

Operating management generated over Euro 116 million in cash, enabling us to finance significant investments, including those related to the construction of the new Gigafactory in Italy, which we expect to complete by the first half of 2026, distribute over Euro 20 million in dividends and, at the same time, strengthen our net cash position, which increased by approximately Euro 20 million compared to 2024. Finally, the positive performance of net profit allows us to propose the distribution of a dividend totalling Euro 21 million for this year as well.

2025 marked De Nora's entry into two new strategic market segments: PFAS capture, mainly in drinking water, and electrochemical lithium refining, both of which are set to play an important role in the development of De Nora's business.

PFAS, known as forever chemicals, are highly persistent and harmful to human health and are now the focus of international regulatory attention. In the United States, the EPA has set a maximum limit of 4 parts per trillion in drinking water for 2024, with an adjustment period of five to seven years; similar regulations are also emerging in Europe and the Middle East. With over twenty years of experience in the removal of contaminants, including arsenic, and a well-established relationship with US municipalities in particular, we were able to seize this opportunity promptly, signing eight industrial-scale contracts, six of which in America in Pennsylvania, Massachusetts, Washington and Virginia, and two in Northern Italy in Lombardy and Piedmont.

At the same time, we have established a presence in the lithium refining market, a sector characterised by extremely dynamic and sustained growth prospects. By the end of 2024, we had already begun to move strategically in this direction, signing a partnership with Mangrove Lithium, a Canadian company specialising in electrochemical technologies for lithium refining, with the aim of developing our technological solutions.

In 2025, we reached a milestone by signing our first contract with a Japanese customer for the construction of a plant dedicated to the recovery of lithium from spent batteries. Our technological solution, based on advanced electrolysis systems and closed-loop processes, increases the efficiency of refining operations, almost completely eliminates chemical reagents and significantly reduces CO₂ emissions, water consumption and environmental impact compared to traditional methods.

Thanks to our electrochemical technology, it is possible to produce battery-grade lithium compounds from conventional raw materials, but also to recover the lithium contained in end-of-life batteries, enabling a truly circular production model.

In the green hydrogen market, in 2025 we delivered approximately 1.1 GW of technology for two

global projects developed over the last two years. The first is NEOM, in Saudi Arabia, one of the world's largest green hydrogen production projects, with a total electrolytic capacity of approximately 2.2 GW for the production of green ammonia. The second is Stegra in Sweden, Europe's largest project dedicated to green steel production (740 MW). In both cases, De Nora's technological contribution has played an essential enabling role. The execution of these two projects has further consolidated our position as a global leader in advanced AWE technologies, contributing to the spread of low-emission hydrogen and the decarbonisation of hard-to-abate industrial sectors. From 2022 to date, we have delivered a total of 3.6 GW of technologies dedicated to green hydrogen generation.

Work also continued on the construction of the new Gigafactory in Cernusco sul Naviglio (Milan), which is scheduled to open by the end of the first half of 2026. The site will serve as a hub for the optimisation of production activities in Italy, hosting our core business lines and becoming the production centre for small-scale green hydrogen solutions, with a gradual ramp-up in line with market developments.

Our commitment to sustainability remained central in 2025: we completed all the activities set out in the ESG Plan for 2030, including the creation of Sustainability Product Scorecard dedicated to illustrating the environmental benefits of our technologies to customers. We have achieved approximately 6.3 GWh of installed photovoltaic capacity across eleven facilities worldwide, thanks to new systems in China and Japan that were completed in early 2026. Most of our environmental KPIs show significant progress, with several targets achieved ahead of schedule. On the social front, employees dedicated over 1,400 hours to social and community activities, and donations to local communities doubled compared to 2024. Our supply chain has also made significant progress: approximately 67% of spending was made locally in the areas where we operate, and 46% of suppliers were assessed according to ESG criteria. Our technologies and products continue to generate a positive impact in terms of sustainability, particularly environmental sustainability. In 2025, revenues from the Water Technologies Systems line will translate, once projects are completed, into approximately 246 million cubic metres of treated water per day, 13% of which will be used for drinking water. The green hydrogen technologies developed during the year will also enable the avoidance of approximately 1.1 million tonnes of CO₂ emissions per year. In addition, 100% of research and development expenditure was dedicated to initiatives aimed at improving the environmental impact and circularity of our products.

Looking ahead, 2026 promises to be a complex and challenging year, not least in light of the evolving global geopolitical landscape. We will continue to develop our technologies, strengthen our role in electrochemical innovation and seize new growth opportunities. At the same time, we will take the necessary steps to optimise our cost structure and maintain a solid financial position, even in a volatile environment that could lead to a temporary slowdown in sales volumes.

We do so with confidence: the work carried out in recent years has equipped us with the structure, skills and determination necessary to manage periods of uncertainty and volatility with discipline. Our medium- and long-term strategy offers a clear direction: to strengthen our leadership in our core businesses, open up new markets through electrochemistry and water treatment solutions, and support growth both organically and through selected external development opportunities.

These priorities will guide our actions in the coming quarters and accompany us on our journey to build an increasingly solid and resilient De Nora. We will face these challenges by teaming up with our stakeholders and always putting our people first, as they are the driving force behind our success and our ability to innovate.

Integ rated Annual Report 2025

8 Industrie De Nora

‌Integrated Annual Report 2025 9 Industrie De Nora

‌Corporate Bodies

Board of Directors1

Chairperson

Federico De Nora

Chief Executive Officer Paolo Enrico Dellachm(*) Directors

Maria Giovanna Calloni(**) Mario Cesari

Alessandro Garrone (**) Maria Antonietta Giannelli Michelangelo Mantero Giorgio Metta (**) Elisabetta Oliveri(**)

Luca Passa

Anna Chiara Svelto(**) Alice Vatta(**)

Board of Statutory Auditors

Chairperson Marcello Del Prete Standing auditors Beatrice Bompieri Eugenio Pinto Alternate auditors Carla Bottini Eugenio Caposeno Raffaella Piraccini

Audit, Risk and ESG Committee

Chairperson - Elisabetta Oliveri Michelangelo Mantero

Alice Vatta

Appointments and Remuneration Committee

Chairperson - Anna Chiara Svelto Maria Giovanna Calloni

Luca Passa

Strategies Committee

Chairperson - Paolo Enrico Dellachm Federico De Nora

Mario Cesari

Maria Antonietta Giannelli Luca Passa

Related Parties Committee

Chairperson - Maria Giovanna Calloni Elisabetta Oliveri

Anna Chiara Svelto

Manager responsible for preparing the Company's financial reports

Luca Oglialoro

Independent Auditors

PricewaterhouseCoopers S.p.A.2

Supervisory Body

Chairperson - Gianluca Sardo Giuliana Converti

Claudio Vitacca

1 Appointed by the Shareholders' Meeting of April 29, 2025. The Board of Directors is in office until the approval of the Financial

Statements as at December 31, 2027. (*) Executive director.

(**) Independent director pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF (Consolidated Law on Finance) and Art. 2 of the Corporate Governance Code.

2 Appointed by the Shareholders' Meeting on February 18, 2022 for the period covering 2022 - 2030.

Integrated Annual Report 2025 10 Director's Report

‌Integrated Annual Report 2025 11 Director's Report

02 Director's Report

12 - Highlights

14 - Events occurred during 2025

18 - The De Nora Group

23 - Information for the investors

26 - Business Performance 44 - Outlook

45 - Research and Development, Intellectual Property and Green Innovation activities

51 - Risks disclosure

61 - Related Party Transactions, Atypical and/or Unusual Transactions, Other Information

Consolidated Sustainability Statement

64 - General disclosures

119 - Enviromental information

162 - Social information

196 - Governance information

200 - Appendices

222 - Management's Certification on the Sustainability Statement

223 - Report of the Independent Auditors

‌Integrated Annual Report 2025 12 Director's Report

‌Highlights

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Financials

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Revenue

€875M

(+4.4% vs 2024)*

19.6% EBITDA

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margin adjusted

€437M

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(-0.6% vs 2024)*

20.1% EBITDA

margin adjusted

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€112M

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(6.7%vs 2024)*

13.7% EBITDA

margin adjusted

€326M

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(11.0%vs 2024)*

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21.1% EBITDA

margin adjusted

Net profit for the year

€82.7M

Net Financial Position (ESMA)

€86.7M

De Nora Group

* at constant exchange rates

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13 23 5

Integrated Annual Report 2025 13 Director's Report

Green Innovation

11

50%

100%

-7.6%

Sustainability Product Scorecard released

Revenues contributing to SDGs

R&D expenses contributing to SDGs

Noble metals reduction

in products vs 2022

Climate action and circular economy

Renewable electricity consumed

Waste diverted from disposal

Recycled noble metals purchased

35% 61% 1.9%

-16% 46%

Scope 1 and 2

Wood packaging reused

People

1% 43%

+11%

6

COUNTRIES

Gender Pay Gap

Women in new hires (white collar)

Training hours vs 2024

Great Place to Work certified

Local Communities and supply chain

1,480 2X 2 46%

Volunteering hours

CSR expenses vs 2024

Suppliers' audits on-site

ESG assessed suppliers

‌Events occurred during 2025‌

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De Nora has signed two collaboration and research contracts with Saudi companies ACWA Power and Saudi Water Authority on the occasion of bilateral meetings between Italy and the Kingdom of Saudi Arabia. The strategic agreements involving De Nora aim to boost the circular economy, innovation, and energy transition, contributing to Saudi Arabia's Vision and achieving the 2030 goals.

The first agreement, a Memorandum of Understanding with ACWA Power, a Saudi giant in the desalination and energy sector that includes green hydrogen, involves studying, developing, and applying innovative technologies to improve the efficiency of water treatment systems. Specifically, ACWA Power, a publicly traded company at the Saudi Arabian Stock Exchange, will focus on solutions to optimize the desalination process and reduce environmental impact.

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The second agreement is with the Saudi Water Authority, the government agency that regulates and oversees the water sector in Saudi Arabia. This collaborative project involves the provision of three pilot plants: the first dedicated to increasing the efficiency of chlorine dioxide for water disinfection, the second to study the treatment of PFAS (per-and polyfluoroalkyl substances), and the third pilot to investigate innovative solutions for the recovery of hydrogen emitted from electro chlorination systems, thus contributing to energy efficiency and sustainability.

De Nora has signed a contract with a major Japanese player to supply a plant for recovering lithium from used batteries. With its technologies, De Nora will contribute to the circular economy of critical raw materials and the energy transition.

De Nora actively participates in the lithium battery production chain, providing elec-

trodes and maintenance services for catalytic coatings, for the manufacturing of copper foils used as current conductors in lithium batteries. The growth in demand for lithium batteries faces the limited availability of lithium and the heavy impact of its extraction in terms of carbon footprint; these factors have led to the development of several processes for the recovery of lithium from used batteries, helping to address the issue of the availability of this metal and the carbon footprint of these batteries.

In detail, De Nora's Japanese subsidiary will provide a cutting-edge plant to recover lithium hydroxide from used batteries in full compliance with the best international practices. De Nora's "end-to-end" solution, fully integrated into the process of recovering almost all of the raw materials used in these batteries, will offer significant advantages over traditional chemical processes, allowing a 30% reduction in water consumption, almost eliminating the use of chemicals, and minimizing waste production. Once operational, the plant will provide lithium in a form directly usable to produce new batteries, thus ensuring a fully circular and sustainable process and consolidating De Nora's commitment to the energy transition.

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The project also confirms the centrality of Japan and Asia in the Group's international consolidation and expansion plan: in 2023 with the expansion of plants in China in Suzhou and in 2024 in Japan in Okayama, where a new production line was inaugurated in June.

De Nora announced that the Science Base Target initiative (SBTi) has validated the com-pany's greenhouse gas (GHG) reduction and use of renewable energy targets for 2030 as science-based and aligned with the United Na-tions' Paris Agreement to limit the global temperature rise to 1.5 degree Celsius this century.

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Specifically, De Nora, as part of its Sustainability Plan to 2030, launched in December 2023, has set targets of reducing its Scope 1 and Scope 2 GHG emissions by 50% compared to the 2022 baseline and the intensity of Scope 3 GHG emissions of 52.0% by 2030 compared to the 2022 baseline. Furthermore, De Nora commits to increasing the active annual sourcing of renewable electricity to 100% by 2030.

De Nora opened a new center in America, the Innovation Center, intended to be De Nora's cradle of technological innovation in the US. The new center marks another significant investment in the country and confirms Ameri-ca's strategic relevance in the Group's international expansion plan. The Innovation Center further enhances De Nora's innovation activities, which have always been at the forefront and a driver for its growth. Responding to its American customers' needs for enhanced solutions, it is the latest addition to the other five research centers already active in Italy, the United States, and Japan.

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The new facility will focus on developing products and technologies and boost the manufacturing capabilities of DSA® electrodes serving the Chlor-Alkali industry and of gas diffusion electrodes (GDEs) for innovative processes. Additionally, it will enable the development of core technologies for fuel cells and water electrolysis, as well as a wide range of new technologies, such as CO2conversion and specialty chemical production. The center, which will initially cover an area of more than 10,000 square feet, is directly connected to the production plant located in Mentor, Ohio, and already has a plan for its further expansion. It will have a production capacity of up to 18,000 m2/year of GDE and 30,000 m2/year of DSA® electrodes.

The ordinary Shareholders' Meeting of Industrie De Nora S.p.A. held on April 29, 2025, on a single call, under the chairmanship of Federico De Nora, approved the financial statements' for the year ended December 31, 2024, as per the draft financial statements approved by the Board of Directors at its meeting on March 18, 2025, which closed with a profit for the year of EUR 53,520,504.00. The Shareholders' Meeting also resolved to approve the distribution to the Shareholders of a unit dividend of Euro

0.104 per eligible share, for a total amount of Euro 20,664,689.14, gross of withholding taxes, corresponding to a pay-out of approximately 25% of the consolidated net profit, paid from the profit for the year shown in the financial statements. The ex-dividend date is May 19, 2025, the payment date May 21, 2025 and the record date, pursuant to Article 83-terdecies of

Legislative Decree No. 58 of 24 February 1998 ("Consolidated Law on Finance"), May 20, 2025.

The Consolidated Financial Statements and the Management Report, including the Sustainability Statement, were also presented.

The Shareholders' Meeting also resolved on the appointment of the new Board of Directors of the Company for the three-year period 2025-2027, which will remain in office until the approval of the financial statements as at December 31, 2027, composed of: Federico De Nora, Paolo Dellachm, Maria Giovanna Calloni, Mario Cesari, Alessandro Garrone, Michelangelo Mantero, Giorgio Metta, Elisabetta Oliveri, Luca Passa, Anna Chiara Svelto, Alice Vatta and Stefano Venier. The Shareholders' Meeting also confirmed Federico De Nora as Chairman of the Board of Directors.

The Shareholders' Meeting also appointed the new Board of Statutory Auditors for the three-year period 2025-2027, which will remain in office until the approval of the financial statements as at December 31, 2027, consisting of: Marcello Del Prete (Chairman), Beatrice Bompieri and Eugenio Pinto (Standing Auditors). The Alternate Auditors are Carla Bottini, Raffaella Piraccini and Eugenio Caposeno.

REPORT ON THE REMUNERATION POLICY

AND COMPENSATION PAID - The Sharehold-ers' 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 Share-holders' 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 2024 in favour of the aforementioned persons.

PERFORMANCE SHARES PLAN 2025-2027

- The Shareholders' Meeting also approved, pursuant to Article 114-bis of the Consolidated Law on Finance, the 2025-2027 Performance Shares Plan for the Company and its subsidiaries pursuant to Article 2359 of the Italian Civil Code, to be implemented through the free assignment of a variable number of the Company's shares - in relation to individual attribution and the degree to which the plan's

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performance conditions are met, to the management of Industrie De Nora and its subsidiaries, as better described in the Information Document prepared by the Board of Directors pursuant to Art. 84-bis of the Issuers' Regulations, conferring on the Board of Directors and/or on its behalf the Chief Executive Officer, with the express right to sub-delegate, after consulting with the Remuneration Committee, any and all powers necessary or even just appropriate to implement the plan.

The new Board of Directors of Industrie De Nora S.p.A., meeting held on April 29, 2025 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 Dellachm 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 Dellachm (Chairman); Federico De Nora; Stefano Venier; Luca Passa; Mario Cesari.

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.

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On June 27, 2025, Dr. Stefano Venier resigned as a non-executive Director and member of the Strategy Committee of Industrie De Nora S.p.A., effective June 30, 2025.

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The Board of Directors of Industrie De Nora S.p.A., with the favorable opinion of the Appointment and Remuneration Committee and by resolution approved by the Board of Statutory Auditors, on July 31, 2025 has appointed by co-optation Ms. Maria Antonietta Giannelli as a new non-executive member of the Board of Directors of Industrie De Nora, replacing Mr. Stefano Venier. Ms. Giannelli has accepted the appointment and will remain in office until the date of the next Shareholders' Meeting called to confirm the appointment. The Board has also resolved to appoint Maria Antonietta Giannelli as a member of the Strategy Committee, again replacing Stefano Venier.

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On September 2, 2025, De Nora announced to have introduced Oxicore™, a next-generation chlorine dioxide generator as the latest product line in its Capital Controls® group of water treatment technologies. Offering exceptional modular scalability and a high conversion rate, Oxicore™ was officially launched at the Global Water Expo in Saudi Arabia.

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On September 10, 2025, De Nora launched SORB FX Pak, an affordable contaminant removal system, designed exclusively for small or rural systems. The pre-engineered system helps small communities achieve PFAS removal goals.

The Board of Directors of Industrie De Nora S.p.A., in execution of the resolution of the Shareholders' Meeting of 29 April 2025 and subject to the favorable opinion of the Appointment and Remuneration Committee, resolved, on October 7, 2025, to allocate rights relating to the first cycle of the 2025-2027 Performance Shares Plan ("PSP"). In particular, the Board of Directors resolved to allocate a total of 433,595 rights, which may be increased to 814,303 in the event of maximum over-per-formance, divided between (i) Chief Executive Officer Paolo Dellachm (144,290 rights, which may be increased to 288,580 in the event of maximum over-performance); (ii) executives with strategic responsibilities (183,535 rights,

which may be increased to 367,070 in the event of maximum over-performance); and (iii) other Group executives identified as beneficiaries of the PSP.

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The Board of Directors also approved an amendment to the regulations of the 2025-2027 Performance Share Plan in order to better align it with the characteristics of the PSP as set out in the Information Document pursuant to Article 84-bis of the Issuers' Regulations (the "Information Document").

Industrie De Nora S.p.A., participated in the "Carbonomics Conference", hosted by Goldman Sachs in November in London, an occasion to meet with a large audience of international investors and take part at the "Green Hydrogen" panel discussion. Now in its sixth edition, the Carbonomics Conference stands as a premier gathering for the international financial community, bringing together representatives from leading companies in the energy, mobility, chemicals, finance, materials, agriculture, and public services sectors, along with the most important innovators in the fields of renewable energy, hydrogen, and other emerging technologies. The event represents a unique opportunity to address the issues of energy transition and promote sustainable global growth.

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In addition to connecting with investors, De Nora's CEO, Paolo Dellachm, took part in the "Green Hydrogen" panel. This is an important opportunity to illustrate the company's position as a player operating in the green hydrogen value chain and in the water sector, qualifying as a promoter of innovation and a creator of new enabling technologies to support the energy transition.

Industrie De Nora S.p.A., on November 24, 2025, signed a new Revolving Credit Facility ("the credit facility") of euro 100 million. At the same time, De Nora has carried out the voluntary early repayment of the remaining amount, equal to euro 80 million, of the Facility A1 line of the "Senior Facilities Agreement" signed on May 5, 2022. This agreement had already been partially repaid in March 2023 and October 2025, as part of the Group's financial structure optimization activities. The repayment was made using own funds, through available liquidity.

The new credit facility, which have a duration of five years, has been granted by a pool of five leading banking groups, specifically: Unicredit

S.p.A. as Global Coordinator, Banca Nazionale del Lavoro S.p.A., Crédit Agricole Corporate and Investment Bank, Crédit Agricole Italia S.p.A., Intesa Sanpaolo S.p.A., and Medioban-

ca - Banca di Credito Finanziario S.p.A. The total amount is 100 million euro, with a spread of 65 bps over Euribor and a non-utilization fee equal to 35% of the spread. The credit facility includes also the option to define certain ESG KPIs that may be incorporated into the financing agreement in the coming months, with the support of the Sustainability Coordinator, Crédit Agricole CIB.

As at 31 December 2025, this credit line had not yet been utilised.

‌The De Nora Group‌

Group Structure

Legal entity

Branch office

Industrie De Nora S.p.A

Italy

100%

De NoraElettrodi (Suzhou) Co., Ltd.

China

100%

Oronzio De Nora International B.V. The

Netherlands

90%

De Nora Italy Hydrogen Technologies

S.r.l 4

Italy

100%

De Nora Italy S.r.l

Italy

100%

De Nora Water Technologies Italy S.r.l.

Italy

100%

De Nora Holding (UK) Limited

UK

100%

Capannoni S.r.l.

Italy

25,85%

thyssenkrupp nucera

AG & Co. KGaA 2

Germany

100%

De Nora China-Jinan Co., Ltd.

China

De Nora do Brasil Ltda

Brazil

De Nora Italy S.r.l. Singapore Branch Singapore

100%

De Nora Water Technologies FZE

Dubai

100%

De Nora Holdings US Inc.

US

100%

De Nora Water Technologies UK Services Limited UK

100%

Capannoni USA LLC

US

80%

De Nora Glory (Shanghai) Co., Ltd. 3

China

100%

De Nora Deutschland GmbH Germany

100%

De Nora Water Technologies, LLC US

100%

De Nora Tech, LLC

US

100%

thyssenkrupp nucera participations GmbH Germany

100%

thyssenkrupp nucera Italy S.r.l.

Italy

100%

thyssenkrupp nucera Australia Pty. Ltd.

Australia

De Nora Elettrodi (Suzhou) Co., Ltd.

Shanghai Pudong Branch China

100%

Shotec GmbH

Germany

100%

De Nora Permelec Ltd Japan

53.68%

De Nora India Ltd. 1 India

De Nora Water Technologies,

LLC - Singapore Branch Singapore

100%

De Nora Water Technologies Limited

UK

100%

thyssenkrupp nucera

HTE GmbH

Germany

thyssenkrupp nucera India

India

100%

thyssenkrupp nucera

Japan Ltd.

Japan

100%

thyssenkrupp nucera Arabi for Contracting Limited

Saudi Arabia

100%

De Nora Hong Kong

Ltd

Hong Kong (China)

De Nora Water Technologies

Inc - Abu Dhabi

UAE

100%

De Nora Water Technologies (Shanghai), Ltd.

China

100%

thyssenkrupp nucera Hydrogen Technology (Shanghai)

Co. Ltd.

China

100%

thyssenkrupp nucera (Shanghai) Co., Ltd.

China

4,73%

AZUL Energy Inc.

Japan 5

100%

De Nora Water Technologies (Shanghai)

Co. Ltd.

China

100%

thyssenkrupp nucera USA Inc.

US

10.63%

89.37%

A graphical representation is provided below of the Group structure with an indication of the com-

panies belonging to the Group and the equity investment held by the parent company, directly or indirectly, in each of them as at December 31, 2025.

99,9%

0,1%

1 46,32% Indian Stock exchange + promoters

2 50,19% Thyssenkrupp Projekt1 GmbH; 23,96% freefloat

3 20% Mr. BU Tianhao

4 10% SNAM S.p.A.

5 95,27% venture capital or corporate venture capital and promoters

Compared to December 31, 2024, De Nora Neptune LLC - USA was dissolved at the end of September.

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Corporate functions (Corporate Development, AFC & ICT; Legal; People, Organization, Social Communication, Happiness; Marketing, Business Development & Regulatory Affairs; Research & Development and Intellectual Property; Global Procurement) are located at the parent company Industrie De Nora S.p.A., thus ensuring financial, strategic and operational consistency within the Group. In particular, the Corporate functions:

define the strategic guidelines for the entire Group;

coordinate research and development activi-

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ties;

manage the Group's intellectual property;

exercise a coordinating and controlling role through the issuance of policies and guidelines to ensure the compliance of initiatives undertaken at the local level with the Group's strategy.

During 2025, Corporate functions were further strengthened to ensure greater efficiency in terms of service and support for business growth, in line with the growth trend of recent years.

Profile and history

Launch Dragonfly

Solution

Start Gigafactory construction

in Italy

Build of the new energy division

Enhanced capacity in China, Japan, Italy

DSA® Electrodes and the Scientific Research

The Continual Improvement

Creation of new tkUCE6 Joint Venture

Portfolio enlargement

Launch of advanced coating AWE9

Listing on the Italian stock exchange

Partnership

Small scale H₂

solutions

1960s

20-00

2011

2015

from 2015

2020

2022

2024

1923

1980s 20-10

2011

2015

2017

2021

2023

2025

De Nora Foundation

DSA®

Electrodes

Diversification

Acquisition of Chlorine Engineer

and Permelec

Acquisition of STWP7

Minority Investment8

Minority Investment0

De Nora 100th Anniversary

Opening of the Innovation Center in North America

Entering the lithium market

Pioneering Electrochemistry Expanding Water Domain Entering Energy Transition

6 The first joint venture (classified as an associated company for financial reporting purposes) with the thyssenkrupp group was established in 2001, under the name of Uhdenora S.p.A. In 2015, thyssenkrupp and De Nora expanded the joint venture platform by contributing additional assets and business units.

7 STWP: Severn Trent Water Purification Technologies.

8 Approximately 33% equity investment sold by the De Nora family in April 2017.

9 AWE: Alkaline Water Electrolysis.

19 Approximately 35% equity investment sold by Blackstone in January 2021.

The history of the De Nora Group began in 1923 with the initiative of Oronzio De Nora, who filed his first patent application for an electrolytic cell for alkali chlorides that year. Since its origins, the Group focused on the electrochemical sector, with a particular emphasis on technologies in the chlor-alkali sector.

The marketing of electrochemical equipment for the chlor-alkali market spreads worldwide, and in 1970 the DSA® trademark was registered. After decades of highly successful product development, the Group initiated an offer diversification strategy and pursued internationalization, entering new sectors. In 1969 the Group entered the Japanese market through a joint venture with Mitsui & Co. Ltd. and incorporated Permelec Electrode Ltd. to market DSA® anodes in Japan.

In the 1970s, De Nora developed a new bi-polar diaphragm cell that was marketed all over the world and patented the technology for the production of sodium hypochlorite from seawater, used to treat the cooling water of large systems. The Group began to develop the first salt chlorin-ators for swimming pools in the same period.

Bolstered by the success of the chlor-alkali plant engineering and DSA® anodes, the Group accelerated its expansion abroad, entering the Singapore, Brazil and India markets.

During the 1980s, innovation and research continued to be a key element of the Group's growth strategy: DSA® anodes began to be used for applications beyond chlorine production, such as the electrochemical production of metals, protection of reinforced concrete structures from corrosion and the production of galvanized steel sheets.

During the 1990s, the Group expanded its activities in the Chinese, US and German markets, establishing joint ventures and branches to serve the growing number of local customers and provide an essential after-sales service. In the same years, investments continued in product diversification by marketing DSA® anodes in the electronics, electroplating and water sanitization processes. The company also developed new technologies for applications in basic chemistry and in fuel cells.

The 2000s included the development of advanced coatings and separators for chlor-alka-li and gas diffusion electrodes for fuel cells. The Group continued its expansion in these years, shifting from a strategy of growth by internal lines to one by external lines through acquisitions and joint ventures, thus starting an important transformation process.

In particular, to promote the chlor-alkali plant engineering business, UhdenoraS.p.A. was created in 2001, a first joint venture between Industrie De Nora and Thyssenkrupp, which in 2015 became tkUhdeChlorine Engineers, and renamed thyssenkrupp nucera in February 2022.

Severn Trent De Nora was also created in 2001, a joint venture operating in the industrial electrochlorination sector.

The Group consolidated its position in the chlor-al-kali sector between 2010 and 2011: in 2010 a transaction was concluded with Mitsui & Co., which allowed De Nora to increase its stake in Permelec Electrode to 100%; and all shares in Chlorine Engineers, active in the plant engineering business, were acquired in 2011. At the same time, De Nora developed and patented new solutions for diaphragm and membrane technologies.

In 2015, the process of consolidating and integrating the companies operating in the water and wastewater treatment and sanitation sector began, with the establishment of the Water Technologies business segment.

To accelerate the growth process, Blackstone Tactical Opportunities joined the De Nora family in 2017 through the acquisition of 32.9% of its share capital.

The Group further expanded its business between 2018 and 2019, broadening its production capacity in China, completing some corporate acquisitions and opening new production plants in the United States and Germany.

In 2021 Snam S.p.A., one of the largest energy infrastructure operators in the world, acquired from Blackstone its entire stake in De Nora, becoming De Nora's industrial partner in the energy transition.

In 2021 the Group began marketing new electrodes for the energy transition, which are based on the alkaline electrolysis process of water. It simultaneously strengthened and expanded its product offer in the water disinfection sector through some strategic corporate acquisitions. In addition, the Group officially became one of the protagonists in the Neom project for the largest green hydrogen production plant in the world in terms of gigawatts.

In 2022, Industrie De Nora was listed on the Euronext stock exchange in Milan. The third business segment, Energy Transition, was created at the end of the same year, focusing on the development of technologies for green hydrogen.

De Nora celebrated its 100th anniversary in 2023. A centenary logo was created to celebrate this

special occasion: an iconic image designed by a member of the De Nora family, highlighting the milestone achieved and giving equal importance to future targets through the infinity symbol.

Several initiatives were carried out in 2023, including the publication of the book "De Nora: Stories from a century of life", which enthusiastically narrates this race towards the future. The author Luca Masia wrote the book in the form of short stories, while Luca Campigotto, one of Italy's most internationally acclaimed photographers, documented the complex reality of De Nora with an artistic vision: from research laboratories to its large production factories, up to its specialized technicians. These words and images describe a journey of ingenuity, dedication, scientific discoveries and technological innovations, with people always at the heart of the company.

The most significant milestones of the first 100 years were also narrated through a dedicated section on the company website, summarized in a video and included in a calendar.

The journey of De Nora continues with new recent activities and initiatives, among which the construction in progress of the Gigafactory in Italy, the opening of the Innovation Center in North America, and entering the Lithium market.

Strategy

Throughout 2025, the macroeconomic and geopolitical landscape remained complex and volatile; the start of 2026-marked by recent developments in the Middle East and persistent instability in currency and commodity markets-also points to a challenging environment. The results achieved in the past fiscal year, however, demonstrate the Group's resilience, supported by the diversification of the markets it serves, its solid competitive positioning, and a robust financial structure, which allows it to continue on the growth path it has embarked upon.

De Nora's long-term strategy is aligned with three global megatrends-water scarcity, the circular economy, and the energy transition-which are profoundly reshaping municipal, industrial, and energy markets. These structural forces are driving growing demand for reliable, scalable, and sustainable solutions. Electrochemical technologies, a field in which De Nora boasts recognized leadership, represent a decisive enabler thanks to their ability to make processes more efficient, circular, and with lower energy and environmental impacts. With a consolidated technology portfolio, the Group is ideally positioned to transform these megatrends into drivers of sustainable growth in the medium to long term.

In this context, the Group's strategic vision aims to strengthen its leadership in the core businesses of electrodes (Electrode Technologies) and water treatment (Water Technologies), while continuing to develop green hydrogen. The strategy also calls for entering new markets through technological innovation based on electrochemical solutions and accelerating growth through greater integration along the value chain, evolving toward engineered and turnkey solutions, both through organic growth and via selected external opportunities.

The strategy is structured around four pillars: Electrode Technologies, Water Technologies, green hydrogen, and circularity, which reflect the Group's three business segments, with the addition of the circularity stream. The latter, currently included in the Energy Transition segment, is intended to contribute across various business segments, expanding the scope of application for electrochemical technologies.

The first pillar is represented by the Electrode Technologies segment, the Group's historic core. De Nora, a global leader in the sector, intends to further consolidate its position through the continuous evolution of its technology suites and advanced services, while strengthening collaborations with leading global players and evaluating opportunities for vertical integration in selected segments.

In the Water Technologies segment, characterized by a broad and diversified portfolio of technologies for municipal and industrial applications as well as swimming pool disinfection, De Nora aims to strengthen its presence by enhancing its technological offering, expanding geographically, and pursuing vertical integration initiatives, including external growth opportunities. Key drivers include PFAS treatment-an area where the Group is already active with proprietary capture solutions and is developing electrochemical technologies for destruction-and entry into high-potential industrial sectors such as semiconductors.

Within the Energy Transition segment, the green hydrogen market continues to show a more gradual pace than initially expected; however, it remains a high-potential sector, destined to play a key role in the decarbonization of hard-to-abate processes and in the transformation of the global energy system. De Nora leverages its established expertise in large-scale projects to develop new opportunities and strengthen existing partnerships with leading vertically integrated global operators, expanding its offering across the entire value chain: from the production of coated electrodes to stacks, and on to small-scale electrolysers, such as the proprietary Dragonfly solution. Furthermore, the Group continues to invest in the development of AEM technologies.

Finally, regarding circularity-now included in the Energy Transition segment-activities encompass electrochemical solutions capable of replacing traditional chemical processes in the refining and recovery of critical materials, as well as in the valorization of chemical compounds derived from industrial waste. A first major initiative is lithium refining, launched in 2025 with positive results and based on validated electrochemical technologies. This line, supported by a growing order backlog and partnerships with leading international oper-ators-including co-development initiatives-will progressively contribute to the Group's revenues starting in 2026. Lithium refining is part of a broader platform based on salt splitting, a process that enables the recovery and valorization of chemical compounds through the electrochemical separation of salts. This platform, still under development, has significant cross-cutting potential and will contribute to the development of all Business Units in the medium to long term.

The strategic initiatives described will be pursued by leveraging internal technological development capabilities, supported by R&D facilities, and a global and flexible production platform that does not require further expansion or investment, with the exception of the completion of the Gigafactory in Italy. This will be complemented by selected external growth opportunities consistent with the Group's positioning along the value chain.

With regard to the Group's reference markets, please refer to the detailed illustration in the Consolidated Sustainability Statement.

‌Information for the investors‌

Industrie De Nora share

De Nora shares closed the 2025 financial year at Euro 7.29 per share, essentially stable compared to Euro 7.57 recorded on 30 December 2024 (-3.4%). The share price performance during the period reflected the continuing global economic and geopolitical uncertainty, as well as the ongoing slowdown in the green hydrogen market, which was also influenced by developments in the regulatory framework and financing policies, particularly in the United States.

During the first half of the year, De Nora's share price was highly volatile. In particular, in March, the decline in prices reflected revisions to the Group's medium-term guidelines, which incorporated the limited visibility in the short term regarding the development of the hydrogen market.

During the second half of the year, De Nora shares gradually recovered, rising by 10.1% (from Euro 6.62 at 30 June to Euro 7.29 at 30 December 2025), mainly reflecting positive quarterly results and improved guidance for Adj. EBITDA margin guidance for 2025.

Looking at the performance over the last twelve months, De Nora shares underperformed the main Italian stock indices, while reflecting the average performance of the main low-carbon hydrogen pure players (see chart below).

During 2025, average daily trading volumes (number of shares) amounted to approximately 224,916, with an average daily value of approximately Euro

1.61 million.

Industrie De Nora share - Euronext Milan (Euro)*

Period 02/01/2025 - 31/12/2025

As at 31 December 2025, De Nora shares were covered by six financial analysts (2 Buy, 4 Neutral) from various national and international brokerages. The average target price expressed by analysts as at 31 December 2025 was Euro 9.0.

* Maximum, minimum and average values calculated on closing prices.

** Total capitalisation is calculated as follows: (number of ordinary shares + number of multiple voting shares) multiplied by the price of ordinary shares.

Performance of Industrie De Nora shares over the last twelve months (December 2024 - December 2025), compared with the Italian FTSE Italia Small Cap, S&P Clean Tech, FTSE Water Technologies, FTSE Alternative Energies and MSCI Industrial Capital Goods indices.

De Nora FTSE Italia Small Cap MSCI Industrial CapGoods S&P Clean Tech FTSE Water Technologies FTSE Alternative Energies

150

140

130

120

110

100

90

80

70

60

30/12/2024 30/03/2025 30/06/2025 30/09/2025 31/12/2025

Performance of Industrie De Nora shares over the last twelve months (December 2024 - December 2025), compared with the main peers active in the green hydrogen market

De Nora Plug Power ITM Power NEL Nucera

300

250

200

150

100

50

0

30/12/2024 30/03/2025 30/06/2025 30/09/2025 31/12/2025

Share Capital of Industrie De Nora S.p.A. as at December 31, 2025

(*) Owned by shareholders Federico De Nora, Federico De Nora S.p.A., Norfin S.p.A. and Asset Company 10 S.r.l. Multiple voting shares are not admitted to trading on Euronext Milan and are not included in the free float or market capitalisation. Multiple voting shares carry 3 votes at shareholders' meetings.

‌Business Performance‌

Alternative Performance Indicators

•

In this document, in addition to the financial measures provided for by International Financial Reporting Standards (IFRS), a number of measures derived from the latter are presented even though they are not provided for by IFRS (Non-GAAP Measures) in line with ESMA's guidelines on Alternative Performance Indicators (ESMA/2015/1415 Guidelines, adopted by Consob with Communication No. 92543 of December 3, 2015) published on October 5, 2015. These measures are presented in order to enable a better assessment of the Group's operating performance and should not be regarded as alternatives to IFRS. Specifically, the Non-GAAP Measures used are as follows:

EBITDA is defined as the profit for the period adding back the following items of the consolidated income statement: (i) income taxes;

(ii) finance charges; (iii) finance income; (iv) share of profit of equity-accounted investees;

•

(v) amortization/depreciation; (vi) impairment and write-back of property, plant and equipment; (vii) impairment of goodwill and other intangible assets.

Adjusted EBITDA is defined as EBITDA adjusted for: i) certain charges/(income) of a non-re-curring nature; ii) certain accrual of provisions for risks and charges net of related utilizations

•

Adjusted Net Result is defined as Net Profit/ (Loss) of the period adjusted for:

•

°

° charges/(income) of a non-recurring nature;

accrual of provisions for risks and charges

net of related utilizations and releases of a

non-recurring nature;

°

impairment and write-back of tangible and intangible assets,

•

all net of the related tax effects.

Net operating working capital: is determined as the algebraic sum of the following items contained in the Statement of financial position:

° Inventory

° Trade receivables (current portion)

° Trade payables (current portion)

•

° Construction contracts assets and liabilities

Net working capital: is determined as the algebraic sum of Net operating working capital and the following items included in the Statement of financial position:

° Other receivables (current portion)

° Current tax assets (current portion)

° Other payables (current portion)

° Current income tax payables

• Net invested capital: is determined as the al-

and releases of a non-recurring nature.

•

EBITDA Margin is calculated as the ratio of EBITDA to Revenues.

Adjusted EBITDA Margin is calculated as the

•

ratio of Adjusted EBITDA to Revenues.

Adjusted EBIT is defined as EBIT adjusted for:

i) certain charges/(income) of a non-recurring nature; ii) certain accrual of provisions for risks and charges net of related utilizations and releases of a non-recurring nature; iii) impairment and write-back of tangible and intangible assets.

gebraic sum of:

° the Net working capital

°

° the Non-current asset

net of Employee benefits, Provisions for risks

•

and charges, Deferred tax liabilities, Trade payables (non-current portion), Income tax payables, and Other payables (non-current portion).

Net Liquidity / (Net Financial Indebtedness)

- ESMA is determined in accordance with

•

CONSOB Communication DEM/6064293 of July 28, 2006, as amended by CONSOB Communication No. 5/21 of April 29, 2021 and in accordance with ESMA Recommendations contained in Guidelines 32-382-1138 of March 4, 2021 on disclosure requirements under the Prospectus Regulation.

Net Liquidity / (Net Financial Indebtedness)

- De Nora as monitored by the Group's management. This indicator differs from Net Liquidity / (Net Financial Indebtedness) - ESMA in that it includes the fair value of financial instruments entered into for the purpose of hedging exchange rate fluctuations.

Comments on the economic and financial results of the Group

Revenue for the fiscal year totaled nearly Euro 875 million, of which approximately Euro 437 million was attributable to the Electrode Technologies segment, approximately Euro 326 million to the Water Technologies segment, and nearly Euro 112 million to the Energy Transition segment, representing an overall increase of 1.4% compared to Euro 862.6 million in 2024. However, at constant exchange rates, the Group's 2025 revenue would amount to Euro 900.3 million, representing a 4.4% increase compared to the previous year's figure.

Adjusted EBITDA reached Euro 171.8 million, compared to Euro 157.4 million in 2024 (+9.1%), with an Adjusted EBITDA Margin of 19.6%, up from 18.2% in the previous year; while EBITDA, including non-recurring items, stands at Euro 164.1 million, an increase of 8.1% compared to Euro 151.8 million in fiscal year 2024.

Adjusted EBIT, amounting to Euro 136.3 million, consequently increased compared to Euro 123.2 million in the prior year (+10.7%), just as EBIT, which reached nearly Euro 129 million in the recently concluded fiscal year, increased compared to Euro 116.6 million in the prior year.

The share of profit of equity-accounted investees to tk nucera, an associated company in which the Group holds a 25.85% stake, and amounts to a loss of Euro 1.8 million, compared to the net profit attributable to the Group of Euro 4.6 million recorded in the previous fiscal year.

Net Finance income/(expenses) shows net expenses of Euro 9.1 million , up from Euro 3.4 million in 2024; the worse net balance in the 2025 fiscal year reflects approximately Euro 7 million in net negative foreign exchange differences, only partially offset by lower interest expense on bank debt.

After income taxes, the year closed with an Adjusted Net Profit of Euro 89.5 million, compared to Euro 88.8 million in 2024. Net Profit amounted to Euro 82.7 million (Euro 0.41 per share), almost entirely attributable to the shareholders of the parent company.

On the balance sheet, with Net invested capital of Euro 884 million (Euro -3 million compared to the end of 2024), shareholders' equity stands at Euro 970.6 million (an increase of Euro 16.8 million compared to December 31, 2024) and Net Liquidity at Euro 86.6 million (+Euro 19.8 million compared to the end of 2024).

Net operating working capital, amounting to Euro 286.3 million at the end of 2025, decreased by Euro 62.3 million due to the reduction in inventory and trade receivables. This reduction is almost entirely offset at Net working capital level (Euro 267.6 million at the end of 2025, -2.8 million compared to the end of 2024), as the item "Oth-er current assets/(liabilities)" increased by over 59 million, mainly due to lower customers prepay-ments and higher receivables from the tax authorities for VAT and withholding taxes.

Non-current assets (Euro 649.7 million at the end of 2025, an increase of Euro 5.2 million compared to December 31, 2024) rise primarily due to investments in property, plant, and equipment during the year.

The net financial position improved thanks to significant operating cash generation, which more than offset investments during the year in tangible and intangible fixed assets and dividends paid during the year.

3 Net Finance income/(expenses) for the year ended December 31, 2025 excludes the following non-recurring items: i) approximately Euro 1 million in interest paid by the U.S. government to the U.S. subsidiaries De Nora Tech LLC and De Nora Water Technologies LLC in connection with one-time grants awarded in fiscal year 2023 and received during 2025, as part of COVID-19 relief measures for businesses, specifically related to employee retention; ii) approximately Euro 0.1 million in financial expenses associated with provisions for non-recurring tax risks.

Consolidated Reclassified Income Statement

For the year ended December 31

in C thousands

* The figure for the year ended December 31, 2025 also includes non-recurring depreciation and amortization (Euro 158 thousand), as these costs are eligible for IPCEI grants under the GigaFactory project.

**The figure for the year ended December 31, 2025 also includes non-recurring financial income (C952 thousand) and provisions for tax risks (C2,396 thousand).

Consolidated Reclassified Statement

of Financial Position

At December 31, 2025

At December 31, 2024

in C thousands

For the year ended December 31, 2025

Reconciliation of the result for the year and equity of Industrie De Nora S.p.A. and the Group

The result for the year and equity of the parent company are reconciled with those of the Group from the consolidated financial statements in the table below:

(in C thousands)

Investments of the Group

At December 31

The table below shows the breakdown by category of the investments made by the Group in property, plant and equipment and intangible assets in the financial years ended December 31, 2025 and 2024:

(in C thousands except percentages)

During the period under review, the Group made investments totaling Euro 77,671 thousand, of which Euro 70,496 thousand related to property, plant, and equipment and Euro 7,175 thousand related to intangible assets. It should be noted that investments in property, plant, and equipment include increases rights of use of property, plant, and equipment amounting to Euro 4,388 thousand and Euro 3,464 thousand, respectively, for the years ended December 31, 2025, and 2024. These investments primarily relate to industrial buildings and warehouses, as well as other assets mainly consisting of motor vehicles, industrial vehicles, and office equipment.

Investments in property, plant and equipment

Increases in property, plant, and equipment amounted to Euro 70,496 thousand for the 2025 fiscal year. Specifically, investments in property, plant, and equipment, excluding increases in right-of-use assets, totaled Euro 66,108 thousand and primarily relate to:

1. leased assets for Euro 5,447 thousand, relating to anodes to be leased in connection with the Electrode Technologies business segment;

2. plant and machinery for Euro 3,979 thousand, relating primarily to the plants in Germany and Italy, of which Euro 1,766 thousand relates to the Gigafactory;

3. buildings for Euro 330 thousand;

4. other tangible assets amounting to Euro 191

   thousand;

5. assets under construction and advance payments amounting to Euro 56,161 thousand, of which Euro 22,197 thousand relates to plant and machinery following technological modernization and the planned expansion of the Group's production capacity primarily in Italy, the United States, and Japan; Euro 31,119 thousand relates to buildings primarily in Italy (including the Gigafactory for nearly Euro 15 million) and the United States; Euro 2,766 thousand relates to other assets; and Euro 79 thousand relates to advance payments.

   Investments in intangible assets

   Investments in intangible assets totaling Euro 7,175 thousand for the 2025 fiscal year relate primarily to:

   1. industrial patent rights and intellectual property rights amounting to Euro 874 thousand, primarily attributable to the registration and acquisition of industrial patents by the parent company, Industrie De Nora S.p.A.;

   2. concessions, licenses, and trademarks amounting to Euro 269 thousand, relating primarily to the implementation of the SAP management system and other ICT systems;

   3. intangible assets under development amounting to Euro 6,032 thousand, relating to: Euro 449 thousand in industrial patent rights and intellectual property rights attributable to the registration and acquisition of industrial patents by the parent company Industrie De Nora S.p.A. and the Japanese subsidiary De Nora Permelec Ltd.; Euro 722 thousand to concessions, licenses, and trademarks relating primarily to developments of the SAP management system; and Euro 4,861 thousand relating to other intangible assets, such as further developments in the ICT sector and product development costs in the Water Technologies business segment.

Financial performance of the Group companies

The parent company, Industrie De Nora S.p.A., the Group's holding company, does not generate revenue directly from its core business activities. The company closed the fiscal year with an operating profit of Euro 13.9 million, a pre-tax profit of Euro

43.3 million-which benefited from dividends received from certain subsidiaries-and a net profit for the year of Euro 37.7 million, after accounting for tax effects under the existing domestic tax consolidation agreement with the other Italian subsidiaries De Nora Italy S.r.l., De Nora Water Technologies Italy S.r.l., De Nora Italy Hydrogen Technologies S.r.l., and Capannoni S.r.l. In the absence of industrial operations, the company's revenues derive primarily from services provided by corporate functions and from licensing agreements granting subsidiaries the right to use patent property, trademarks, and know-how (intellectual property).

De Nora Tech LLC (USA) generated revenues of Euro 230 million, an operating profit of Euro 46 million, and a net profit of over Euro 35 million. The company contributes approximately Euro 205 million to consolidated revenues (excluding intercompany items).

De Nora Permelec Ltd. (Japan) reported total revenues of Euro 179.5 million in 2025, an operating profit of Euro 19.5 million, and a net profit of nearly Euro 14 million. The company contributes approximately Euro 153 million to consolidated revenues (excluding intercompany items).

De Nora Deutschland GmbH (Germany) contributed over Euro 177 million to Group revenue in 2025; its total revenue (including intercompany revenue) was Euro 197.5 million, while operating profit was approximately Euro 26 million and net profit was nearly Euro 15 million. Also in Germany, Shotec GmbH generated revenues of approximately Euro 2.2 million, of which Euro 1.7 million was from third parties, closing 2025 with operating and net income essentially at break-even.

De Nora Water Technologies LLC (USA) generated third-party revenues of approximately Euro 75 million in 2025, while total revenues (including intercompany revenues) exceeded Euro 89 million, with a slightly negative operating result (Euro -1.1 million) and a net loss of Euro 1.7 million. Also in the United States, De Nora Neptune LLC was liquidated during the year; during its period of operation, it contributed Euro 2.4 million to consolidated revenues.

The Chinese subsidiaries De Nora China Suzhou and De Nora Jinan, operating primarily in the Electrode Technologies business, contributed consolidated revenues of Euro 59.6 million and Euro 4.4 million, respectively, while total revenues (including intercompany revenues) amounted to Euro

76.9 million and Euro 6 million, respectively. De

Nora China Suzhou's operating profit was Euro

6.6 million and net profit Euro 4.4 million; De Nora Jinan, however, broke even in terms of both operating profit and net profit. The Chinese companies operating in the Water Technologies business, on the other hand, generated total revenues of Euro

23.2 million (with a contribution to consolidated revenues of approximately Euro 16 million), with slightly positive operating profitability and net profit.

In Italy, De Nora Italy S.r.l. contributed Euro 40 million to the Group's consolidated revenues in 2025, while total revenues (including intercompany revenues) reached nearly Euro 50 million, with an operating profit of Euro 3.8 million and a net profit of Euro 2.5 million. The Italian company in the Water Technologies segment (De Nora Water Technologies Italy S.r.l.) generated revenues of Euro 40.9 million in 2025, of which Euro 38.7 million was generated from third parties; furthermore, operating profitability and net profit were positive, amounting to Euro 4.4 million and Euro 2.6 million, respectively. De Nora Italy Hydrogen Technologies S.r.l. does not yet contribute to consolidated revenue; however, a series of activities aimed at launching

the company's operations have begun. During 2025, the company reported negative operating and net results of Euro 3.7 million and Euro 2.8 million, respectively.

The Brazilian company De Nora do Brasil Ltda recorded revenues from third parties of Euro 24.8 million in 2025, while total revenues (including intercompany revenues) exceeded Euro 30 million, with an operating profit of Euro 5.4 million and a net profit of Euro 4.3 million.

The Singapore branch operating in the Electrode Technologies business generated total revenues of Euro 18.4 million, entirely from third parties, with a slightly positive operating result and a net result essentially at break-even; while the Singapore branch operating in the Water Technologies business generated Euro 21.8 million in revenue in 2025, entirely from third parties, also with a slightly positive operating profit and a net profit essentially at break-even.

De Nora India Ltd recorded significant revenue growth in 2025, exceeding Euro 12 million, of which Euro 10.4 million was from third parties, with an operating profit and net profit of Euro 1.2 million and Euro 1.3 million, respectively.

De Nora Water Technologies UK Services Limited (UK) generated revenues of Euro 9 million in 2025, entirely from third parties, with an operating profit of Euro 0.9 million and a net profit of Euro 0.6 million.

In the United Arab Emirates, the De Nora Water Technologies Free Zone Establishment in Dubai generated revenues of Euro 15.5 million, almost entirely from third parties and nearly double that of the previous year, with an operating profit and net profit of Euro 2.6 million and Euro 2.2 million, respectively; while the Abu Dhabi branch of De Nora Water Technologies LLC generated revenues of Euro 0.6 million, entirely from third parties, with positive operating profitability and net profit.

Revenues, EBITDA and Capex by Business Segment

Revenues by Business Segment

•

As at December 31, 2025, the Group is organized into three business segments each with its own portfolio of specific products and services:

•

Electrode Technologies business; Water Technologies business; Energy Transition business.

The following tables show the Group's revenues for each business segment, for the two financial years ended December 31, 2025 and 2024.

Revenues by business segment

2025

% of total revenue

2025 at constant exchange rates

2024

2025 vs 2024

2025 vs 2024 at constant

exchange

rates

(in C thousands)

At Group level, revenue totaled Euro 874,957 thousand, of which Euro 437,050 thousand came from the Electrode Technologies segment, Euro 325,965 thousand from the Water Technologies segment, and Euro 111,942 thousand from the En-

ergy Transition segment. Specifically, total revenue increased by Euro 12,344 thousand compared to 2024; at constant exchange rates, the increase in revenue would have been higher, amounting to Euro 37,669 thousand.

Revenues by geographical area and by business segment

2025

% of revenues

2024

% of revenues

(in C thousands)

The following table show Group revenues for 2025 and 2024, broken down by new installations or new plants ("New Installations") and periodic

maintenance or upgrades of the plants and of the existing installations ("Services"):

2025

% of revenues

2024

% of revenues

(in C thousands)

EBITDA by Business Segment

Adjusted EBITDA by business segment

2025

% of total

2024

% of total

(in C thousands)

Non-recurring costs (income) by business segment with impact on EBITDA

2025 2024

(in C thousands)

EBITDA by business segment

2025

% of total

2024

% of total

(in C thousands and as a percentage of segment revenues)

Adjusted EBITDA increased by Euro 14.4 million (+9.1%), rising from Euro 157.4 million for the year ended December 31, 2024, to Euro 171.8 million for the year ended December 31, 2025. Consequently, the Adjusted EBITDA margin increased, rising from 18.2% in 2024 to 19.6% for the year ended December 31, 2025.

The Group's EBITDA, which includes the non-re-curring income and expenses detailed in the table

above, increased by Euro 12.3 million (+8.1%), rising from Euro 151.8 million for the year ended December 31, 2024, to Euro 164.1 million for the year ended December 31, 2025.

Growth was recorded in the Water Technologies and Energy Transition segments, partially offset by lower margins in the Electrode Technologies segment.

CAPEX by Business Segment

Capex by business segment

2025

% of total Capex

2024

% of total Capex

(in C thousands)

Electrode Technologies business

•

Electrode Technologies' core business is the production and sale mainly of:

•

electrodes used for the production of (a) basic chemicals (chlorine, caustic soda and their derivatives), (b) printed circuits for the electronics industry and critical components for the manufacture of lithium batteries such as copper foil;

catalytic coatings that use noble metals such as iridium, ruthenium, platinum, palladium and rhodium, the formulations of which, many of

them patented, have been developed by the Group and differ according to the many applications in electrochemical processes;

•

electrolytic cells for chlorine and caustic soda production, as well as their components and other accessories, and anode structures complete with accessories for the production of non-ferrous metals (nickel, cobalt).

For the financial year ended December 31, 2025, the Electrode Technologies business accounted for 50% of the Group's revenues.

The table below shows the revenues generated by the Electrode Technologies business for the financial years ended December 31, 2025 and December 31, 2024, broken down by business lines.

Revenue by business line Electrode Technologies

2025

% of total revenue

2025 at constant exchange rates

2024

2025 vs 2024

2025 vs 2024 at constant

exchange

rates

(in C thousands and as a percentage of segment revenues)

Revenues for the Electrode Technologies segment decreased by Euro 16,215 thousand (-3.6%), from Euro 453,265 thousand in 2024 to Euro 437,050 thousand in 2025. The decrease stems primarily from the Specialties and new applications businesses, and in particular from the Electrowinning product line, following the termination of a project with a Russian customer.

At constant exchange rates, revenues for the Electrode Technologies segment would instead have decreased by only Euro 2,801 thousand (-0.6%), from Euro 453,265 thousand in 2024 to Euro 450,464 thousand in 2025. In this case, the decline in the Electrowinning product line is almost entirely offset by growth in Chlor-Soda and Electronics.

Chlor-alkali

Revenues from the Chlor-alkali business line decreased by Euro 3,694 thousand (-1.1%), from Euro 323,567 thousand in 2024 to Euro 319,873 thou-

sand in 2025. This change is primarily attributable to:

1. lower membrane sales, mainly in China and

   Germany;

2. only partially offset by higher sales in the hydrochloric acid (HCl) business in Germany and by overall growth in Italy and the United States.

However, the trend in revenues for the Chlor- alkali segment is strongly influenced by exchange rates. At constant exchange rates, in fact, revenues from the Chlor- alkali business line would have increased by Euro 5,875 thousand (+1.8%), rising from Euro 323,567 thousand in 2024 to Euro 329,442

thousand in 2025.

In 2025, the Chlor- alkali business line accounted for 73% of the Electrode Technologies segment's revenue and approximately 37% of the Group's total revenue.

Electronics

Revenues from the Electronics business line increased by Euro 6,512 thousand (+10.4%), rising from Euro 62,657 thousand in 2024 to Euro 69,169 thousand in 2025. This increase is primarily due to growing demand in the Asian market.

At constant exchange rates, revenues from the Electronics business line would have increased by 8,445 thousand (+13.5%).

For 2025, the Electronics business line accounts for 16% of the Electrode Technologies segment's revenues and approximately 8% of the Group's total revenues.

Specialties and new applications

Revenues from the Specialties and New applications business line decreased by Euro 19,033 thousand (-28.4%), from Euro 67,041 thousand in 2024 to Euro 48,008 thousand in 2025. This change in revenue is primarily attributable to lower sales of approximately Euro 18.7 million related to the elec-

trowinning product line in Italy, following the termination of the project with a Russian customer. For further information regarding the management of relationships with entities operating in Russia, please refer to the specific section of the notes to the consolidated financial statements.

At constant exchange rates, revenues from the specialties and new applications line would have decreased by Euro 17,121 thousand (-25.5%), from Euro 67,041 thousand in 2024 to Euro 49,920 thou-

sand in 2025.

For 2025, the specialties and new applications line represents, respectively, 11% of the Electrode Technologies segment's revenue and approximately 5% of the Group's total revenue.

The following table shows the revenues generated by the Electrode Technologies business for the financial years ended December 31, 2025 and 2024, broken down by new installations or newly constructed facilities ("New Installations") and periodic maintenance or modernization services for existing plants and facilities ("Services").

2025

% of total revenue

2024

% of total revenue

(in C thousands and as a percentage of segment revenues)

The percentage breakdown of revenue between new installations and services for the fiscal year ended December 31, 2025, is essentially in line with the prior-year period.

Services include the periodic maintenance of the electrodes or replacement with new products and/or latest generation products capable of improving the performance of the process for which they are intended, supply of spare parts, design and re-engineering of the electrodes, technical assistance, lease contracts, performance monitoring, laboratory analysis.

In particular, the electrodes at the end of their useful life must be replaced or suitably treated

in order to restore the catalytic coating through a process called re-coating or reactivation. The re-coating process allows the metal structure of the electrode, whether titanium or nickel, to be preserved and a new coating to be reapplied, thus allowing the initial characteristics of the electrode to be restored.

The continuous improvement of the product portfolio allows the Group to offer customers technologies capable of responding to new process targets and market demands also in terms of sustainability. In particular, in the Electrode Technologies business, the extension of the customer base is a significant growth factor for services sales.

The following table shows the EBITDA and Ad-

justed EBITDA figures generated by the Electrode

Technologies business for the fiscal years ended

December 31, 2025, and 2024.

2025

2024

∆ 2025 vs 2024

(in C thousands)

Adjusted EBITDA for the Electrode Technologies business decreased by Euro 13,891 thousand (-13.6%), from Euro 101,540 thousand in 2024 to Euro 87,649 thousand in 2025, with its share of segment revenue decreasing from 22.4% in 2024 to 20.1% in 2025.

The share of the Electrode Technologies business segment's Adjusted EBITDA in the Group's total revenue declines from 11.8% in 2024 to 10% in 2025.

The decline in EBITDA reflects both the overall reduction in revenue described above and lower direct margins, partly due to the different product mix.

Water Technologies business

The main activity of the Water Technologies business is the manufacture and sale of equipment, systems and technologies used in the water treatment industry. The Group has long experience in the water treatment sector and a broad portfolio of products and solutions that meet a wide range

of requirements for the treatment of various types of water.

In particular, the Group develops, manufactures, and sells systems and technologies for swimming pool disinfection, electrochlorination of seawater and brine for on-site production of low concentration sodium hypochlorite, disinfection and filtration of drinking water and wastewater; on the other hand, the production and sale of water treatment systems in marine applications was progressively abandoned during 2024.

In addition to supplying equipment, products, and systems for new installations or newly constructed facilities ("New Installations"), the Group provides after-sales services for maintenance, supply of spare parts, re-engineering of existing systems, on-site or remote monitoring activities, and other services that maintain product performance, ensuring consistency in treated water quality ("Ser-vices").

The table below shows the revenues generated by the Water Technologies business for the financial years ended December 31, 2025 and December 31, 2024, broken down by business lines.

Revenue by business line Water Technologies

2025

% of total revenue

2025 at constant exchange rates

2024

2025 vs 2024

2025 vs 2024 at constant

exchange

rates

(in C thousands and as a percentage of segment revenues)

Revenues from the Water Technologies business segment increased by Euro 21,792 thousand, representing a 7.2% increase, from Euro 304,173 thousand for the year ended December 31, 2024, to Euro 325,965 thousand for the year ended December 31, 2025. This increase in revenue is primarily attributable to growth in the Swimming Pools and Electrochlorination business lines, by approximately 27% and 21%, respectively. The Disinfection and Filtration business line, on the other hand, saw a decline of approximately 22% compared to 2024 revenue levels. Finally, the Marine Technologies business line saw a sharp decline compared to 2024 revenue levels, as a result of the decision, approved in December 2023 by the Board of Directors of Industrie De Nora S.p.A., to exit the marine technologies business with the consequent objective of focusing the company's growth strategy on the key municipal and industrial markets.

At constant exchange rates, revenues from the Water Technologies business line would have increased by 11%, amounting to Euro 33,436 thousand, rising from Euro 304,173 thousand in the year ended December 31, 2024, to Euro 337,609 thousand in the year ended December 31, 2025.

The share of Water Technologies business revenue in total Group revenue consequently increased, rising from 35.3% in the fiscal year ended December 31, 2024, to 37.3% in the fiscal year ended December 31, 2025.

Swimming pools

Revenues from the Swimming Pools business line increased by Euro 27,058 thousand (+27.4%), rising from Euro 98,746 thousand for the fiscal year ended December 31, 2024, to Euro 125,804 thousand for the fiscal year ended December 31, 2025. The increase is attributable to both higher production volumes and the price effect.

At constant exchange rates, revenues from the Swimming Pools business line would have increased by Euro 31,648 thousand (+32%), from Euro 98,746 thousand in the fiscal year ended December 31, 2024, to Euro 130,394 thousand in the fiscal year ended December 31, 2025.

For the year ended December 31, 2025, the Swimming Pools business line accounts for 38.6% of Water Technologies' revenue and approximately 14% of the Group's total revenue.

Electrochlorination

Revenues from the Electrochlorination business line increased by Euro 21,219 thousand (+21.0%), rising from Euro 101,187 thousand for the fiscal year ended December 31, 2024, to Euro 122,406 thousand for the fiscal year ended December 31, 2025.

This increase is attributable to the combined effect of the following factors:

1. an increase of approximately Euro 13.4 million in sales revenue from the seawater electrochlorination (SWEC) product line, driven primarily by strong performance in the new installations segment, which recorded an increase of approximately 54% compared to the fiscal year ended December 31, 2024. In particular, during the fiscal year ended December 31, 2025, several major projects in the Middle East entered the active implementation phase, including Jazan and Al Sharif in Saudi Arabia, and Ruya Batch in Qatar-which contributed over Euro 6 million to the increase in revenue compared to the fiscal year ended December 31, 2024;

2. an increase in revenues of Euro 5.7 million from sales of electrolytic systems (so-called OMNIPURE) for water treatment, mainly attributable to higher sales of both services in South America and the United States, and new installations in Asia;

3. an increase of Euro 3.4 million in revenue from sales of the on-site hypochlorite generation product line (so-called OSHG), with a particularly strong performance in the services segment, which recorded an increase of approximately 41% compared to the fiscal year ended December 31, 2024. The geographic areas where the largest increases in service sales were recorded are the Middle East and the United Kingdom;

4. a decrease of approximately Euro 1 million in revenues related to hydraulic fracturing systems (so-called FRACKING); this decline is a natural consequence of the Group's decision to exit the fracking business, with the consequent objective of focusing the company's growth strategy on key markets, namely the municipal and industrial sectors.

At constant exchange rates, the electrochlorination business line would have recorded a revenue increase of Euro 25,472 thousand (+25.2%), from Euro 101,187 thousand in the fiscal year ended December 31, 2024, to Euro 126,659 thousand in the fiscal year ended December 31, 2025. For the fiscal year ended December 31, 2025, the electrochlorination business line accounts for approximately 38% of the Water Technologies business's revenue and 14% of the Group's total revenue.

Disinfection and Filtration

Revenues from the Disinfection and Filtration business line decreased by Euro 21,898 thousand (-22.5%), from Euro 97,496 thousand for the fiscal year ended December 31, 2024, to Euro 75,598 thousand for the fiscal year ended December 31,