Maire Tecnimont — AGM Information 2023

Mar 17, 2023

Maire Tecnimont - Joint Stock Company Registered office: Viale Castello della Magliana, 27, Rome Operating office: Via Gaetano De Castillia, 6A, Milan Share capital Euro 19,920,679.32 fully subscribed and paid in Tax Code, VAT Number and registration number in the Rome Companies Register 07673571001 Econ. & Admin. Index (REA) no. 1048169

Ordinary Session - Item 1 of the Agenda

• 1. Financial Statements as at 31 December 2022; proposal on the allocation of the year's result and dividend distribution
• 1.1. Company Financial Statements as at 31 December 2022, Consolidated Financial Statements as at 31 December 2022, Directors' Report, Report by the Board of Statutory Auditors and Independent Auditors' Report; related and consequent resolutions
• 1.2. Proposal on the allocation of the year's result and dividend distribution; related and consequent resolutions

Dear Shareholders,

The Board of Directors of Maire Tecnimont S.p.A. ("Maire Tecnimont" or the "Company") has convened you in the ordinary Shareholders' Meeting for 19 April 2023 on first call, and for 20 April 2023 on second call, in order to resolve, inter alia, on the following items:

• 1.1. Company Financial Statements as at 31 December 2022, Consolidated Financial Statements as at 31 December 2022, Directors' Report, Report by the Board of Statutory Auditors and Independent Auditors' Report; related and consequent resolutions
• 1.2. Proposal on the allocation of the year's result and dividend distribution; related and consequent resolutions

This Report illustrates:

• at Section I, item 1.1 on the agenda of the Shareholders' Meeting, and
• at Section II, item 1.2 on the agenda of the Shareholders' Meeting.

The Annual Financial Report as at 31 December 2022, together with the other documents pursuant to Article 154-ter of the CFA, will be made available to the public, in accordance with the law, at the Company's registered office in Rome and its operational headquarters in Milan, on the Company's website www.mairetecnimont.com (section "Governance" – "Annual Shareholders' Meeting Documents"), on the authorized storage device ().

Section I

Explanatory Report on item 1.1 on the agenda

1.1 Company Financial Statements as at 31 December 2022, Consolidated Financial Statements as at 31 December 2022, Directors' Report, Report by the Board of Statutory Auditors and Independent Auditors' Report; related and consequent resolutions

The Board of Directors of Maire Tecnimont S.p.A. has convened you in the ordinary Shareholders' Meeting at which Maire Tecnimont's Financial Statements as at 31 December 2022 will be submitted for approval.

The 2022 Financial Statements, approved by the Company's Board of Directors on 1 March 2023, closed with a net profit for the year of Euro 38.940.115,46. In this regard, kindly refer to the Report on Operations prepared by the Board of Directors, made available to the Shareholders according to the terms and conditions set forth by the law.

On the same date, the Board of Directors has also approved the Maire Tecnimont Group Consolidated Financial Statements as at 31 December 2022 and the Maire Tecnimont Group Sustainability Report as at 31 December 2022, including the Non-Financial Statement drawn up pursuant to Italian Legislative Decree No. 254/2016.

Dear Shareholders, given the above, we are inviting you to approve the following resolution:

"The ordinary Shareholders' Meeting of Maire Tecnimont S.p.A.:

• taking note of the Report on Operations of the Board of Directors;
• taking note of the Reports of the Board of Statutory Auditors and of the independent auditors on the Financial Statements of Maire Tecnimont S.p.A. as at 31 December 2022, on the Consolidated Financial Statements of Maire Tecnimont Group as at 31 December 2022 and on the relevant reports, as well as on the Sustainability Report of Maire Tecnimont Group as at 31 December 2022, including the Non-Financial Statement drawn up pursuant to Legislative Decree no. 254/2016,

resolves

to approve the Financial Statements of Maire Tecnimont S.p.A. as at 31 December 2022, which closed with a net profit for the year of Euro 38,940,115.46, consisting of the income

statement, the overall income statement, the statement of financial and balance sheet position, the statement of changes in shareholders' equity, the cash flow statement and the explanatory notes, as presented by the Board of Directors, as a whole, in the individual entries and with the proposed allocations".

Section II

Explanatory Report on item 1.2 on the agenda

1.2 Proposal on the allocation of the year's result and dividend distribution; related and consequent resolutions

On 1 March 2023, the Company's Board of Directors, taking into account the fact that the legal reserve has reached one-fifth of the share capital pursuant to art. 2430 of the Italian Civil Code, resolved to propose that the Shareholders' Meeting to allocate net profit for the year, amounting to Euro 38,940,115.46, to the shareholders as a dividend.

In addition, considering that the Financial Statements contains the "Retained Earnings Reserve" for a total amount of Euro 13,635,878.84, fully attributable to retained earnings formed in the year ended at 31 December 2021, we propose to distribute a dividend of Euro 0.124 per share, gross of withholding taxes, for each of the no. 328,531,135 ordinary shares outstanding, and therefore for a total of Euro 40,737,860.74¹ , of which Euro 1,797,745.28 out of the "Retained Earnings Reserve" and Euro 38,940,115.46 out of the 2022 financial year profit.

The Company's Board of Directors also proposed:

• to pay the above dividend on 26 April 2023 (so-called payment date), with an exdividend date of 24 April 2023 (so-called ex date). Pursuant to art. 83 terdecies of Italian Legislative Decree no. 58 of 24 February 1998, the entitlement to the payment of the dividend is determined with reference to the evidence in the accounts of intermediary referred to in art. 83 quater, paragraph 3 of the same Legislative Decree

¹ The total proposed dividend of Euro 0.124 per share takes into account the no. 109,297 treasury shares held in portfolio by Maire Tecnimont as at 1 March 2023, the date of approval by the Company's Board of Directors of the proposals set out in this Explanatory Report. In this regard, it should be noted that, without prejudice to the amount of the unit dividend, the total amount of the dividend could vary depending on the number of treasury shares held in the Company's portfolio on the ex-dividend date (so-called ex date), with a consequent increase or decrease in the amount used by the "Retained Earnings Reserve".

no. 58/98, at the end of the accounting day of 25 April 2023 (so-called record date), and

• authorize, in the event that, before the above-mentioned ex-dividend date, the Company carries out transactions involving the purchase and sale of treasury shares, the Managing Director to allocate to and/or take from the "Retained Earnings Reserve" the amount of the dividend to which these shares are entitled.

Dear Shareholders, given the above, we are inviting you to approve the following resolution:

"The ordinary Shareholders' Meeting of Maire Tecnimont S.p.A., taking note of the Explanatory Report of the Board of Directors and taking into account the fact that the legal reserve has reached one-fifth of the share capital pursuant to art. 2430 of the Italian Civil Code

resolves

• to allocate the net profit for the year of Euro 38,940,115.46 to the shareholders as a dividend;
• considering that the Financial Statements contains the "Retained Earnings Reserve" for a total amount of Euro 13,635,878.84, fully attributable to retained earnings formed in the year ended at 31 December 2021, to distribute a dividend of Euro 0.124 per share, gross of withholding taxes, for each of the 328,531,135 outstanding ordinary shares, and therefore for a total of Euro 40,737,860.74, of which Euro 1,797,745.28 out of the "Retained Earnings Reserve" and Euro 38,940,115.46 out of the 2022 financial year profit;
• to pay the above dividend on 26 April 2023 (so-called payment date), with an exdividend date of 24 April 2023 (so-called ex date). Those who are shareholders of Maire Tecnimont S.p.A. at the end of the accounting day of 25 April 2023 (so-called record date) will be entitled to a dividend, and
• authorize, in the event that, before the above-mentioned ex-dividend date, Maire Tecnimont S.p.A. carries out transactions involving the purchase and sale of treasury shares, the Managing Director to allocate to and/or take from the "Retained Earnings Reserve" the amount of the dividend to which these shares are entitled."

Rome, 1 March 2023 On behalf of the Board of Directors The Chairman (Fabrizio Di Amato)