Neodecortech SpaMIL: NDT

Post-Shareholder meeting and Board of Directors Press Release

· Issued by Neodecortech Spa
NEODECORTECH S.P.A. SHAREHOLDERS' MEETING APPROVES 2025 FINANCIAL STATEMENTS, DISTRIBUTION OF A DIVIDEND OF € 0.15 PER SHARE AND APPOINTS NEW BOARD OF STATUTORY AUDITORS

The Shareholders' Meeting also:

  • approved the authorization to purchase treasury shares, upon revocation of the authorization to purchase treasury shares granted by the Shareholders' Meeting of 29 April 2025;

  • approved the remuneration policy for 2026 and expressed a favourable opinion on the report on compensation paid in 2025 (pursuant to Article 123-ter of Legislative Decree no. 58/1998);

The 2025 Sustainability Report was presented at the Shareholders' Meeting.

The Board of Directors met after the Shareholders' Meeting and approved the termination of the existing share buyback programme and the initiation of a new programme;

Filago, 28 April 2026

Neodecortech S.p.A. ("NDT" or the "Company"), one of Europe's top players in the production of decorative surfaces for laminated panels and flooring used in interior design, listed in the Euronext STAR Milan ("STAR") segment organized and managed by Borsa Italiana S.p.A., announces that the Shareholders' Meeting of the Company, presided over by Chairman Gianluca Valentini, met today in single call and resolved on the following:

Financial statements at 31 December 2025 and allocation of profit for the year

The Shareholders' Meeting reviewed and approved the Financial Statements at 31 December 2025, as prepared by the

Board of Directors last 13 March 2026, which closed with a net profit of € 7,359,879.81.

The Shareholders' Meeting also approved to distribute a dividend of € 15 cents per share gross of tax. The ex-dividend date (coupon no. 8) is set for 25 May 2026, and the payment date for 27 May 2026 (record date 26 May 2026).

The Shareholders' Meeting also took note of NDT Group's consolidated financial statements for the year ended 31 December 2025, and the Sustainability Report, prepared by the Company on a voluntary basis.

For further information, reference is made to (i) the press release dated 19 March 2026, and (ii) the explanatory reports on the 1° (first), 2° (second), 3° (third) and 4° (fourth) items on the agenda of the Shareholders' Meeting of Neodecortech of 28 April 2026, available on the Company website at www.neodecortech.it (Investor/Corporate Governance -Assemblee Azionisti section), as well as on the authorized storage mechanism "1Info" at www.1info.it.

Purchase and disposal of treasury shares

The Shareholders' Meeting approved the authorization, subject to revocation, for the unexecuted portion, of the authorization resolution passed by the Shareholders' Meeting on 29 April 2025 for (i) the purchase, also in several tranches and for a period of eighteen months, of ordinary shares of the Company, with no par value, up to a maximum amount, taking into account the ordinary shares held from time to time in the portfolio by the Company and its subsidiaries, no higher than a total of 10% of Neodecortech's share capital, therefore in compliance with legal limits; and for (ii) the disposal, with no time limits, of treasury shares purchased and/or any shares held in the Company's portfolio.













For further information, reference is made to the explanatory report on the 5° (fifth) item on the agenda of the Shareholders' Meeting of Neodecortech of 28 April 2026, available on the Company website at www.neodecortech.it (Investor/Corporate Governance - Assemblee Azionisti section), as well as on the authorized storage mechanism "1Info" at www.1info.it.



Appointment of the new Board of Statutory Auditors for 2026-2028

The Shareholders' Meeting appointed the Board of Statutory Auditors and the Chair of the Board of Statutory Auditors, who will remain in office for 3 (three) years - until approval of the financial statements for the year ending 31 December 2028 - in the persons of:

Name and Surname

Appointing list

Standing Auditors

Edda Delon (Chair)

Minority list submitted by a pool of shareholders consisting of asset management companies and other institutional investors, holding a total of approximately 5.25831% of the ordinary share capital, which received 23.48% of the votes at the Shareholders' Meeting (the

"Minority List")

Stefano Santucci

Majority list submitted by the shareholder Finanziaria Valentini S.p.A., owner of approximately 58.55516% of the ordinary share capital, which received 78.52% of the

votes at the Shareholders' Meeting (the "Majority List").

Donatella Vitanza

Majority list

Alternate Auditors

Marco Campidelli

Majority list

Riccardo Losi

Minority list

The Shareholders' Meeting additionally determined the gross annual compensation payable to the Chair of the Board of Statutory Auditors at € 25,000 and the gross annual compensation payable to each Standing Auditor at € 20,000 for the entire three-year term of office.

The curriculum vitae of each statutory auditor, as well as information on the lists from which they were selected, can be found on the website at www.neodecortech.it (Investor/Corporate Governance - Assemblee Azionisti section).

Report on the Remuneration Policy for 2026 and on Compensation Paid in 2025 pursuant to Article 123-ter of the TUF The Shareholders' Meeting (i) approved with a binding vote - pursuant to and for the purposes of Article 123-ter, paragraphs 3-bis and 3-ter, of the TUF - the first section of the Report on the Remuneration Policy and on Compensation Paid (i.e., the remuneration policy for 2026) and (ii) cast a favourable advisory vote - pursuant to and for the purposes of Article 123-ter, paragraph 6, of the TUF - on the second section of the Report on the Remuneration Policy and on Compensation Paid (i.e., the report on compensation paid in 2025).

For further information, reference is made to: (i) the explanatory report on the 7° (seventh) item on the agenda of the Shareholders' Meeting of Neodecortech of 28 April 2026, available on the Company website www.neodecortech.it (Investor/Corporate Governance - Assemblee Azionisti section) and on the authorized storage mechanism "1Info" at www.1info.it; and to (ii) the Remuneration Report for 2026 and on Compensation Paid in 2025 available on the Company website www.neodecortech.it (Investor/Corporate Governance - Assemblee Azionisti section).

Other information

The summary report of the voting will be made available on the Company website at www.neodecortech.it (Investor/Corporate Governance - Assemblee Azionisti section), within the time limits of law, in compliance with Article 125-quater of the TUF.

The minutes of the Shareholders' Meeting will be made publicly available at the Company's registered office, on the Company website at www.neodecortech.it (Investor/Corporate Governance - Assemblee Azionisti section) and on the authorized storage mechanism 1Info, at www.1info.it within the time limits of law.

***

Today, the Company's Board of Directors also met and adopted, inter alia, the following resolutions:

Termination of the share buyback programme and initiation of a new programme

The Board of Directors, taking into account the fact that today's Shareholders' Meeting approved the authorization of the purchase and disposal of treasury shares, subject to revocation, for the unexecuted portion, of the authorization resolution passed by the Shareholders' Meeting on 29 April 2025, resolved to:

  • terminate the share buyback programme (initiated on 29 April 2025). Under the programme, a total of 480,970

    treasury shares were purchased at an average price of € 3.2418 per share, for a total of € 1,559,208.18;

  • initiate the share buyback programme under the purchase authorization approved by today's Shareholders'

Meeting (the "Programme").

In this regard, it should be noted that for the implementation of the Programme, the Company assigned to a primary intermediary the task of taking and executing, in full independence, decisions on the purchase of NDT shares, in compliance with the contractually predefined parameters and criteria as well as with the provisions of the applicable regulations and the authorizing resolution of the Shareholders' Meeting.

***

Available details of the Programme are provided below, pursuant to Article 144-bis of CONSOB Regulation no. 11971/1999 (the "Issuer Regulation").

Purpose of the Programme

The purpose of the Programme is to increase the portfolio of treasury shares:

  1. to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;

  2. for storage and subsequent use (so-called "shares stock"), including: consideration in extraordinary transactions, including exchange or sale of equity investments, to be carried out by exchange, contribution or other act of disposal

    and/or use, with other parties, including allocation to service bonds convertible into shares of the Company or bonds with warrants;

  3. for use to service remuneration and incentive plans based on financial instruments intended for directors and

employees of the Company and/or companies directly or indirectly controlled by it, either through the free grant of purchase options or through the free allocation of shares (so-called stock option and stock grant plans) pursuant to Article 114-bis of the TUF, as well as plans for the free allocation of shares to shareholders.

Price and maximum amounts

The Programme provides for the purchase, including in more than one tranche, of NDT ordinary shares, with no par value, up to a maximum amount, taking into account the NDT ordinary shares held in the portfolio of the Company and its subsidiaries from time to time, no higher than a total of 10% of the share capital of the Company and, in any case, in compliance with the limits set by Italian and EU regulations and with market practices allowed to fulfil the objectives. The purchase, including in more than one tranche, must be made within the limits of the distributable profits and/or available reserves resulting from the latest financial statements duly approved at the time of the transaction, setting up a treasury shares reserve and, in any case, making the necessary accounting entries in the manners and within the limits of law, and only fully paid-up shares may be purchased. Purchases must be made at a unit purchase price neither 10% higher nor lower than the closing price recorded by the share in the trading session before each single transaction. Daily purchase amounts will not exceed 25% of the average daily volume of shares on the trading venue where the purchase is made.

Duration

The Programme will start today and will end by the expiration date of the authorization of the Shareholders' Meeting

(i.e., by 29 October 2027).

Buyback procedures

The Programme will be coordinated by an authorized intermediary who will make the purchases of shares independently, with no influence from NDT as far as the time of purchase is concerned. Purchases of treasury shares will be carried out exclusively on the regulated market Euronext Milan in compliance with Article 132 of the TUF, Articles 144-bis and 144-bis.1 of the Issuer Regulation and in accordance with the provisions of Article 5 of EU Regulation 596/2014, EU Delegated Regulation 2016/1052, as well as in accordance with market practices, from time to time permitted under current regulations.

Changes to the Programme and subsequent disclosures

Any subsequent changes to the Programme will be promptly disclosed to the public by the Company in the manners and within the time limits of applicable law. Under such Programme, the Company will notify the market of the transactions carried out in the manners and within the time limits of applicable regulations.

As of today's date, NDT holds 480,970 treasury shares equal to approximately 3.383% of the share capital, purchased based on previous share buyback programmes. NDT's subsidiaries do not hold shares in the Company.

***

Pursuant to Article 154-bis, paragraph 2, of the TUF, Marina Fumagalli, the Financial Reporting Manager, declares that the accounting information contained in this press release is consistent with the underlying accounting documents, books and records.

Neodecortech S.p.A.

Neodecortech is one of Europe's top players in the production of decorative surfaces for laminated panels and flooring used in interior design. The Group's business is in the production of complete and technologically advanced solutions for the realization of interior design projects, covering all stages of the production process for the production of decorative paper, from raw material management, through surface finishing and impregnation, up to the finished product and the management of end-of-line logistics. The Group offers multiple product categories: decorative papers; decorative printings; finish foil; melamine film; PPF and PPLF, CPL laminates, CLPL laminates, EOS anti-fingerprint surfaces (https://www.neodecortech.it).

ISIN Code ordinary shares: IT0005275778

For further information:

SPECIALIST

INVESTOR RELATIONS

BPER Banca S.p.A.

Neodecortech S.p.A.

neodecortech@bper.it

T +39 035 99 63 02

051-2756537

F +39 035 99 52 25

https://www.bper.it

Luigi Cologni

investor.relations@neodecortech.it

https://www.neodecortech.it

INVESTOR RELATIONS & CORPORATE AND FINANCIAL MEDIA RELATIONS

My Twin Communications S.r.l.



INVESTORS RELATIONS

Mara Di Giorgio | | +39 335 7737417

Federico Bagatella | f.bagatella@mytwincommunication.com | +39 331 8007258

CORPORATE AND FINANCIAL MEDIA RELATIONS

Elena Filippi | e.filippi@mytwincommunication.com | +39 366 6595978

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This press release is for informational purposes only and does not constitute an offer to the public or an invitation to subscribe or purchase financial instruments in Italy or any other country where such offer or solicitation would be subject to restrictions or authorization by local authorities or otherwise prohibited by law. This press release may not be published, distributed or transmitted to the United States, Canada, Australia or Japan. The shares mentioned in this press release cannot be offered or sold in either Italy or the United States or any other jurisdiction without registration under the applicable provisions or an exemption from the obligation to register under the applicable provisions. The shares



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