Mare Engineering Group

M&A Activity • Nov 21, 2025

\LA DIFFUSIONE, PUBBLICAZIONE O DISTRIBUZIONE DELLA PRESENTE COMUNICAZIONE È VIETATA IN OGNI GIURISDIZIONE OVE LA STESSA COSTITUIREBBE UNA VIOLAZIONE DELLA RELATIVA NORMATIVA APPLICABILE

THE RELEASE, PUBBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS NOT PERMITTED IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

COMUNICATO STAMPA AI SENSI DELL'ART. 36 DEL REGOLAMENTO EMITTENTI

MARE GROUP: GREEN LIGHT ON "GOLDEN POWER" FOR THE ELES TENDER OFFER

CONDITION RELATING TO THE "GOLDEN POWER" AUTHORISATION SATISFIED

Salerno, 21 November 2025

Mare Group S.p.A. (ticker MARE.MI), an engineering company listed on Euronext Growth Milan and active in Italy and abroad in innovation through enabling technologies ("Mare Group" or the "Company"), with reference to the voluntary public tender offer (the "Offer") for all the shares of Eles Semiconductor Equipment S.p.A. ("Eles" or the "Issuer"), announced through a notice published on 6 October 2025 pursuant to and for the purposes of Article 102 of Legislative Decree No. 58/1998 (the "CFA") and Article 37 of Consob Regulation No. 11971/1999 (the "Issuers' Regulation" and the "102 Notice"), as subsequently amended on 23 October 2025 through a specific press release pursuant to Articles 36 and 43 of the Issuers' Regulation, supplementing the 102 Notice, and launched on 27 October 2025 through the filing with Consob of the offer document pursuant to Article 37-ter of the Issuers' Regulation (the "Offer Document"), announces the following.

Today, the Presidency of the Council of Ministers transmitted to Mare Group the resolution accepting the proposal of the Ministry of Economy and Finance not to exercise the special powers pursuant to Decree-Law No. 21 of 15 March 2021, as converted with amendments by Law No. 56 of 11 May 2012, in relation to the acquisition by the Company of shares of Eles representing the entire share capital of the Issuer and the establishment of a pledge over such shares.

In light of the above, Mare Group announces that the effectiveness condition of the Offer set out in paragraph 3.3, item (ii), of the 102 Notice shall be deemed satisfied.

For any further information on the Offer – pending publication of the Offer Document – reference is made to the 102 Notice as well as to the other press releases relating to the Offer, available on the Company's website at www.maregroup.it.

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This communication does not constitute and is not intended to constitute an offer, invitation, or solicitation to purchase or otherwise acquire, subscribe for, sell, or otherwise dispose of financial instruments, and no sale, issuance, or transfer of financial instruments of Eles or Mare Group will be made in any country in violation of applicable laws.

The Offer is carried out by means of the publication of the relevant offer document. The offer document will contain the full description of the terms and conditions of the Mare Group Shares Offer, including the procedures for tendering. The publication or dissemination of this communication in countries other than Italy may be subject to restrictions under applicable law and, therefore, any person subject to the laws of any country other than Italy must independently obtain information on any restrictions provided for by applicable legal and regulatory provisions and ensure compliance with them. Any failure to observe such restrictions may constitute a violation of the applicable laws of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Offer shall be deemed exempt from any liability or adverse consequence arising from the breach of the above restrictions by such interested parties. This communication has been prepared in accordance with Italian law and the information disclosed herein may differ from that which would have been disclosed had the communication been prepared in accordance with the laws of countries other than Italy.

No copy of this communication or any other document relating to the Offer will be, nor may it be, sent by mail or otherwise transmitted or distributed in or from any country where the provisions of local law may create civil, criminal, or regulatory risks where information concerning the Offer is transmitted or made available to shareholders of Eles or Mare Group in such country or in other countries where such conduct would constitute a violation of the laws of such country, and any person who receives such documents (including as custodian, trustee, or nominee) must not mail, transmit, or distribute them into or from any such country.

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This press release is available on Mare Group's website https://www.maregroup.it/investor-relations and on the authorized mechanism for the dissemination and storage of regulated information at https:///.

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Mare Group

Founded in 2001, Mare Group is an Italian high-tech engineering hub operating in the strategic sectors of Aerospace & Defense, Industry, Critical Infrastructure, and the Twin Transition. Listed on Euronext Growth Milan, Mare Group operates with an asset-light model based on proprietary platforms. With over 2,000 clients, more than 30 research projects completed with Italian and international universities, 500 people, and 24 operational and commercial sites in 5 countries, Mare Group has completed 16 acquisitions since 2019, consolidating its position as one of the main aggregators of innovation in Italy and Europe.

Contact Info

Company: Mare Group S.p.A.

Gennaro Tesone (Investor Relations Manager) Via Ex Aeroporto SNC, 80038 Pomigliano d'Arco

T. +39 081 803 6677 – E-mail investor-relator@maregroup.it

Euronext Growth Advisor: illimity Bank S.p.A.

Via Soperga 9, 20124 Milano

T. +39 0282849699 – E-mail maregroup@illimity.com

Investor & Media Relations Advisor: IRTOP Consulting

Via Bigli, 19 - 20121 Milano

T. +39 0245473883 – E-mail ir@irtop.com (investors) –

mediarelations@irtop.com (media)

Specialist: MIT SIM S.p.A.

Corso Venezia 16, 20121 Milano

T. +39 0230561270 – E-mail investor.relations@mitsim.it