Maire Tecnimont — Governance Information 2021

Mar 25, 2021

Report on Corporate Governance and Ownership Structure

Report on Corporate Governance and Ownership Structure

Pursuant to article 123-bis of the Consolidated Finance Act (CFA)

Traditional administration and control model

Issuer: Maire Tecnimont S.p.A.

Website: www.mairetecnimont.com

FY 2020

Approved by the Board of Directors on 10 March 2021

Contents

	GLOSSARY
	PREMESSA	9
1.	ISSUER'S PROFILE	10
2.	INFORMATION ON OWNERSHIP STRUCTURES	12
	(PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, CFA) A) Company's share capital b) Stock transfer restrictions c) Significant equity holdings d) Stocks granting special rights e) Employee stock ownership: f) Restrictions on voting rights g) Shareholders' agreements h) Change of controlclauses i) Powers to increase the share capital and authorize the purchase of treasury shares l) Management and coordination activities	12 12 12 12 13 14 15 15 15 19 20
3.	COMPLIANCE	21
4.	BOARD OF DIRECTORS 4.1 APPOINTMENT AND REPLACEMENT OF DIRECTORS Succession plans	22 22 25
	4.2 MEMBERS Diversity criteria and policies Maximum number of offices held in other companies Induction Programme	26 28 30 31
	4.3 ROLE OF THE BOARD OF DIRECTORS	33
	4.4 DELEGATED BODIES Chief Executive Officers Chairman of the Board of Directors Executive Committee Disclosure to the Board	40 40 42 43 43
	4.5 OTHER EXECUTIVE DIRECTORS	43
	4.6 INDEPENDENT DIRECTORS 4.7 LEAD INDEPENDENT DIRECTOR	43 45
5.	PROCESSING OF CORPORATE INFORMATION	46
6.	BOARD OF DIRECTORS' INTERNAL COMMITTEES	46
7.	APPOINTMENTS COMMITTEE	47

8.	REMUNERATION COMMITTEE	47
	Composition and operation of the Remuneration Committee	47
	(pursuant to article 123-bis, paragraph 2, letter d), CFA)	47
	Functions of the Remuneration Committee	48
9.	DIRECTORS' REMUNERATION	51
	General remuneration policy	51
	Share-based remuneration plans	52
	Remuneration of Executive Directors Incentive mechanisms for the Head of Internal Audit and of the Responsible for preparing the Company's financial reports	53 53
	Remuneration of non-executive Directors	54
	Indemnity to Directors in the case of resignation, dismissal or termination following to a take-over bid	55
	(pursuant to article 123-bis, paragraph 1, letter i), CFA)	55
	10. RISK CONTROL AND SUSTAINABILITY COMMITTEE	55
	Composition and operation of the Risk Control and Sustainability Committee (pursuant to article 123 - bis, paragraph 2, letter d ) of the CFA)	55
	Functions attributed to the Risk Control and Sustainability Committee	56
	11. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	60
	Main features of the internal control and risk management system in relation to the financial reporting process	61
	(pursuant to article 123-bis, paragraph 2, letter b), CFA)	61
	Phases of the internal control and risk management system in relation to the financial reporting process	62
	Roles and functions involved	63
	11.1 DIRECTOR RESPONSIBLE FOR THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	64
	11.2 HEAD OF THE INTERNAL AUDIT FUNCTION	65
	11.3 ORGANISATIONAL MODEL (pursuant to Legislative Decree 231/2001)	66
	11.4 INDEPENDENT AUDITORS	69
	11.5 EXECUTIVE RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORTS AND OTHER COMPANY'S ROLES AND
	FUNCTIONS	69
	11.6 COORDINATION BETWEEN SUBJECTS INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	70
	12. DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS	72
	The Related-Party Committee and its duties	75
	13. APPOINTMENT OF STATUTORY AUDITORS	76
	14. COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY
	AUDITORS	79
	Diversity policies and criteria	86
	15. RELATIONS WITH SHAREHOLDERS	87

16. SHAREHOLDERS' MEETINGS	87
17. ADDITIONAL CORPORATE GOVERNANCE PRACTICES	90
18. CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR OF REFERENCE	91
19. CONSIDERATIONS ON THE LETTER OF 22 DECEMBER 2020 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE	91
TABLES	95
TABLE 1: INFORMATION ON THE OWNERSHIP STRUCTURE	96
TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AND COMMITTEES	97
TABLE 3: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS	98

Glossary

Self-Regulatory Code /2018 Code: the Self-Regulatory Code of listed companies approved in July 2018 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.

Corporate Governance Code / New Code / 2020 Code: the Corporate Governance Code of listed companies approved on 30 January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria, in force from 1 January 2021.

Civil Code/CC: the Italian Civil Code.

Board or Board of Directors: the Issuer's Board of Directors.

Italian Legislative Decree 231/2001: Italian Legislative Decree no. 231 of 8 June 2001 "Regulation of the administrative liability of legal entities, companies and associations, including bodies devoid of legal personality in accordance with article 11 of Italian Law no. 300 of 29 September 2000", as subsequently amended and supplemented.

Italian Legislative Decree 254/2016: Italian Legislative Decree no. 254 of 30 December 2016 "Disclosure of non-financial information and information on diversity by some companies and large groups" as subsequently amended and supplemented.

Issuer/Company/Maire Tecnimont: Maire Tecnimont S.p.A.

Financial Year/Period: the Company financial year ended 31 December 2020, to which the Report refers.

Group: means the group Managered by Maire Tecnimont.

Borsa Italiana Regulations: the instructions for regulating the markets organised and managed by Borsa Italiana S.p.A.

Small and Medium-sized enterprises (SME): Small and Medium-sized enterprises issuing listed shares, as defined under article 1, paragraph 1, letter w-quater.1) of the Consolidated Finance Act and article 2-ter of Consob Issuers' Regulation

Borsa Italiana Regulations: the Regulation of the Markets Organised and Managed by Borsa Italiana S.p.A.

Consob Issuers' Regulation: the Regulations issued by CONSOB with resolution no. 11971 of 1999 (and subsequent amendments) on the matter of issuers.

MAR Regulation: Regulation No. 596/2014 of the European Parliament and of the Council on market abuse and the related delegated and implementing regulations..

Consob Market Regulation: the Regulations issued by CONSOB with resolution no. 20249 of 2017 (and subsequent amendments) on the matter of markets.

Consob Related-Party Regulation: the Regulation issued by Consob no. 17221 of 12 March 2010 (and subsequent amendments) on the matter of transactions with related parties.

Consob Regulation implementing Italian Legislative Decree 254/2016: the Regulation issued by Consob by resolution no. 20267 of 18 January 2018, implementing Italian Legislative Decree no. 254/2016 on the disclosure of non-financial information.

Report: this report on corporate governance and ownership structures pursuant to article 123-bis of the CFA.

Designated Auditor: the independent auditor or the auditing firm responsible for verifying compliance with the "Non-Financial Statement" pursuant to Legislative Decree 254/2016.

Appointed Auditor: the independent auditor or auditing firm appointed for legal audit pursuant to Legislative Decree 39/2010.

SHRD II: the Directive (EU) 2017/828 issued by the European Parliament and the Council on 17 May 2017, called "Shareholders' Rights Directive".

Tecnimont: the subsidiary having strategic relevance, Tecnimont S.p.A.

Consolidated Finance Act/CFA: Italian Legislative Decree no. 58 of 24 February 1998 (as subsequently amended).

PREMESSA

The management of corporate governance issues by Maire Tecnimont, during the 2020 financial year, took place in compliance with the principles and recommendations referred to in the 2018 Code, to which it adhered.

In this regard, it should be noted that, with the approval of the 2020 Code in January 2020, the Company - pending the entry into force of the Corporate Governance Code - has started some preliminary assessments of the new principles and recommendations contained therein.

With reference to the above, the Independent Directors of the Company, during the meeting reserved to them, held on 16 December 2020, formulated some considerations, which were subsequently brought to the attention of the Board of Directors of the Company. In particular, the Independent Directors of the Company - taking note of the new recommendations and principles of the 2020 Code and of the criteria of proportionality introduced by it according to the size and ownership structure of the issuers - suggested that the Board of Directors evaluate the opportunity not to avail itself of the possibility of redefining Maire Tecnimont governance by availing itself of the exemptions provided for "non-large companies" and "concentrated ownership", a category to which the Company currently belongs.

Following the coming into effect of the 2020 Code on 1 January 2021, the Company Board of Directors, on 11 February 2021, resolved in favour of the Company's adherence to the Corporate Governance Code, specifying that, without prejudice to the possibility - if deemed appropriate - of resorting to the "comply or explain" principle envisaged by the New Code, the proposals for the adjustment of Maire Tecnimont's corporate governance system to the 2020 Code shall be assessed and approved, in an organic manner, during the 2021 financial year.

In approving the above, the Board of Directors, in addition to the preliminary considerations made by the Independent Directors, which were favourably received by the entire Board, also took into account i) the importance for stakeholders, in the current global market context, of a corporate governance system that is always in line with the most recent international best practices, and ii) the positive positions obtained by the Company in the main sustainability indices, also thanks to the ratings assigned to corporate governance issues.

The results of the above adjustment activities will then be described in the Report on Corporate Governance and Ownership Structure which will be made available to the public during the 2022 financial year.

1. ISSUER'S PROFILE

Maire Tecnimont is the head of a group that operates internationally in the natural resources processing sector, with cutting-edge executive and technological skills. The Group is a leader in the field of plant engineering in the downstream oil & gas, petrochemical, fertilizer and energy sectors. It also works to offer solutions in the field of green chemistry and technologies for the energy transition to meet the needs of customers engaged in the decarbonisation process.

The Group is a technology-driven player committed to transforming natural resources into innovative and sustainable energy and products, thanks to its highly technological DNA that originates from pioneering work in the petrochemical sector.

From these solid roots, an agile, flexible and international business model has been built, offering continuous technological and executive innovations, ready to be developed for the energy transition and decarbonisation. Maire Tecnimont is organized according to the traditional administration and control model, including the Shareholders' Meeting, Board of Directors and Board of Auditors.

The Board of Directors, in accordance with the recommendations of the 2018 Code and confirmed by the 2020 Code, has set up two committees from among its members with advisory and proposal-making functions: the Remuneration Committee and the Risk Control and Sustainability Committee.

The Board of Directors has also established a Related Party Committee which is assigned the tasks and duties envisaged by Consob Related Party Regulation.

The mandate of legal audit of the accounts for FYs 2016-2024 was assigned by the Company's ordinary Shareholders' Meeting of 15 December 2015 - on the proposal made by the Board of Statutory Auditors -, to the independent auditing firm PricewaterhouseCoopers S.p.A. ("Appointed Auditor"), with effect starting 27 April 2016, i.e. from the date of the Company's Ordinary Shareholders' Meeting that approved the financial statements as at 31 December 2015.

As from 26 November 2007, Maire Tecnimont shares are traded on the Mercato Telematico Azionario ("MTA" or "Telematic Stock Market") organised and managed by Borsa Italiana S.p.A.

Additionally, starting on 3 May 2018, the Maire Tecnimont bonds "Senior Unsecured Notes due 30 April 2024" - issued following the public offering in Luxembourg and in Italy launched by the Company on 18 April 2018 and concluded on 24 April 2018 - were traded on the Mercato Telematico delle Obbligazioni ("MOT" or "Telematic Bond Market") organised and managed by Borsa Italiana S.p.A., as well as on the list of the regulated Luxembourg Stock Exchange.

As at the date of this Report, Maire Tecnimont is controlled, in accordance with article 93 of the Consolidated Finance Act, by Fabrizio Di Amato, who, through the company GLV Capital S.p.A. ("GLV Capital"), holds legal control of the Company.

The Company's corporate governance system is defined according to the operational needs and the pursuit of the strategies defined by it, with the objective of their sustainable success.

In this context, the Company and the Group are committed to maintaining constant relations with their internal and external stakeholders, including through social responsibility initiatives in the areas in which they conduct business. The Group also participates in and contributes to international initiatives developed by the United Nations (UN Global Compact and Global Compact Network Italia, Women's Empowerment Priciples) to promote the protection of human and labour rights, environmental protection and the fight against corruption as well as a commitment to diversity and gender equality. The Company and the Group are also part of wide-ranging international programmes for more sustainable socio-economic development (UN Sustainable Development Goals). The commitment to comply with these initiatives is reflected in the sustainability strategy adopted by Maire Tecnimont and the Group.

At the date of approval of this Report, the Issuer does not fall within the definition of an SME pursuant to Article 1, paragraph 1, letter w-quater.1) of the Consolidated Finance Act and Article 2-ter of Consob Issuers' Regulations, as it does not exceed the parameters set out in the above mentioned provisions (see also the the Small and Medium-sized Enterprises "SME" issuing listed shares, published by Consob on its website at www.consob.it/web/areapubblica/emittenti-quotati-pmi, which does not include the Issuer).

2. INFORMATION ON OWNERSHIP STRUCTURES

(pursuant to article 123-bis, paragraph 1, CFA)

A) Company's share capital

(pursuant to article 123-bis, paragraph 1, letter a), CFA)

On the date on which this Report is approved, the subscribed and fully paid-up share capital of Maire Tecnimont amounts to Euro 19,920,679.32, divided into 328,640,432 ordinary shares, with no par value, corresponding, pursuant to article 120, paragraph 1 of the CFA and article 6 bis of the By-Laws, to 496,305,566 voting rights.

It should be noted that the extraordinary Shareholders' Meeting, held on 26 April 2012, has introduced in the By-Laws (art. 6) a provision based on which the shareholders' option right in relation to the newly issued shares and to the bonds convertible into shares, may be excluded by the Shareholders' Meeting, i.e. in the case of delegation of powers pursuant to article 2443 of the Civil Code, by the Board of Directors, within ten per cent of the pre-existing share capital and under the conditions set out in article 2441, paragraph 4, sub-paragraph 2, of the Italian Civil Code.

As at the date of this Report, no categories of shares have been issued different to ordinary shares, nor any financial instruments attributing the right to subscribe newly issued shares.

Lastly, it is noted that the incentive plans adopted by the Company do not involve capital increases.

Maire Tecnimont share capital structure is detailed in Table 1, annexed to this Report. In this regard, it is recalled that the By-Laws of Maire Tecnimont envisage an increased voting right mechanism and article 120, paragraph 1 of the CFA, as part of the discipline of disclosure obligations of significant shareholdings, provides that for companies whose By-Laws allow the increased voting rights, share capital means the total number of voting rights (in this regard, reference is made to paragraph d, below).

b) Stock transfer restrictions

(pursuant to article 123-bis, paragraph 1, letter b), CFA)

There are no restrictions on the transfer of company shares.

c) Significant equity holdings

(pursuant to article 123-bis, paragraph 1, letter c), CFA)

Significant holdings in Maire Tecnimont capital at 31 December 2020 and at the date of this Report are indicated in Table 1 annexed to this Report, on the basis of the records of the Register of Shareholders and communications received pursuant to article 120 of the CFA and other information in the possession of Maire Tecnimont,.

d) Stocks granting special rights

(pursuant to article 123-bis, paragraph 1, letter d), CFA)

As at the date of this Report, no stocks conferring special controlling rights have been issued.

As mentioned under paragraph 2, letter a) of the Report, in order to encourage medium to long term investment and thus the stability of the shareholding structure, the extraordinary Shareholders' Meeting of 18 February 2015 resolved - pursuant to article 127-quinquies of the CFA and article 20, paragraph 1-bis, of Decree Law 91/2014 converted into Law 116/2014 the inclusion of the mechanism of increased voting rights in the By-Laws of Maire Tecnimont, through the introduction of articles 6-bis, 6-ter and 6-quater.

The regulations introduced provides for the allocation of two votes to each ordinary share of the same Shareholder for a continuous period of not less than twenty-four months from the date of registration in a special list of Shareholders (the "Special List"), established and maintained by the Company.

In particular, the By-Laws provide that the increased voting rights are achieved, after registration in the Special List following request of the owner accompanied by communication certifying shareholding ownership (also for a portion of the shares held), issued by the intermediary where the shares are deposited, with twenty-four months uninterrupted ownership from registration in the Special List and with effect from the fifth trading day of the month following that in which the period of twenty-four months has elapsed.

The vote increase already accrued, i.e. the ownership period necessary for accrual thereof, already elapsed are retained in the event of succession following death in favour of the heirs or legatees of the holder of the shares, merger or demerger of the holder of the shares in favour of the company resulting from the merger or beneficiary of the demerger and transfer from one portfolio to another of the UCI managed by the same entity.

In addition, the voting right increase extends to (i) shares for a free capital increase due to the holder in relation to the shares for which the increase accrued; (ii) shares due in exchange in case of mergers and demergers (if the merger or demerger provides it); and (iii) shares subscribed by the holder in case of exercise of option rights relating to the shares for which the increase accrued.

The voting right increase shall cease to apply for shares to be transferred for payment or free of charge, or pledged, subject to usufruct or other constraints that attribute the voting right to a third party and for the shares owned by companies or entities (that own shareholdings exceeding the threshold in article 120 CFA) in case of transfer of control of said companies or entities. The increase shall no longer apply also following waiver of the holder, in whole or in part.

The increased voting rights are calculated for each shareholders' meeting resolution, in order to determine the attendance and voting quorums based on capital holdings and has no effect on the rights, other than voting, attributed and exercisable under the possession of specific capital thresholds (including thresholds for the submission of lists regarding the appointment of corporate bodies, for the exercise of the liability action or for the appeal of shareholders' meeting resolutions).

The Company has established the Special List of Shareholders who wish to take advantage of the increased voting rights pursuant to article 6-quater of the By-Laws and has published on its website (www.mairetecnimont.com Section "Governance" "Increased voting rights") the operational procedures for registration therein.

Shareholders registered in the Special List under article 6-quater of the By-laws may be entitled to the increased voting rights – under the regulatory requirements and conditions laid down by the laws and By-law.

In accordance with article 6-quater, paragraph 3 of the By-laws, the Company will update the Special List by the 5th (fifth) stock market trading day from the end of each calendar month and, in any event, no later than the so-called record date prescribed by the regulations in force (currently at the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting).

The Company will communicate to the public and to Consob the total amount of voting rights, pursuant to article 85-bis, paragraph 4 bis of Consob Issuers' Regulation.

On 07 April 2017 - following a request made pursuant to article 6-bis, paragraph 2 of the Bylaws, provided the assumptions and conditions required by current legislation and by the Bylaws apply - the increased voting rights were obtained with reference to 167,665,134 ordinary shares of the Company held by the shareholder GLV CAPITAL which, therefore, starting from that date is entitled to 335,330,268 voting rights.

e) Employee stock ownership: mechanism for exercising voting rights (pursuant to article 123-bis, paragraph 1, letter e), CFA)

At the date of this Report, there is no employee stock ownership scheme by means of which voting rights are not exercised directly by the employees.

For further information regarding the share-based incentive plans of the Issuer that provide share ownership for employees, see Section 9 of this Report as well as the Report on the 2021 Policy regarding Remuneration and fees paid, prepared in accordance with articles 123-ter CFA and 84-quater of the Consob Issuers' Regulations, and made available to the public on the Company's website (www.mairetecnimont.com in the section "Governance" – "Shareholders' Meeting Documents" – "2021").

f) Restrictions on voting rights

(pursuant to article 123-bis, paragraph 1, letter f), CFA)

As at the date of this Report, there are no restrictions on voting rights.

g) Shareholders' agreements

(pursuant to article 123-bis, paragraph 1, letter g), CFA)

As at the date of this Report, the Issuer is not aware of any shareholders' agreements pursuant to art. 122 of the Consolidated Finance Act.

h) Change of controlclauses

(pursuant to article 123-bis, paragraph 1, letter h) CFA) and statutory provisions concerning takeover bids (pursuant to article 104-bis, paragraph 1 - ter, and 104-bis, paragraph 1)

The loan agreement guaranteed by Sace S.p.A. stipulated on 7 July 2020 between Maire Tecnimont, on the one hand, and Intesa SanPaolo S.p.A., Unicredit S.p.A., Banco BPM S.p.A. and Cassa Depositi e Prestiti S.p.A., on the other hand, establishes compulsory early repayment of the loan in the event that: A) with reference to Maire Tecnimont (i) the majority shareholder ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Italian Civil Code, over 35% of the voting rights in the Shareholders' Meeting of Maire Tecnimont, or (ii) (a) a party other than the majority shareholder holds (directly or indirectly, including through shareholders' agreements signed with parties other than the majority shareholder) a shareholding representing more than 35% of the voting rights in the Maire Tecnimont Shareholders' Meeting, and at the same time, (b) the majority shareholder does not hold a shareholding representing more than the

percentage of the voting rights in the Maire Tecnimont Shareholders' Meeting than the percentage under letter (a), or (iii) the majority shareholder ceases to hold a percentage of voting rights such as to guarantee the power to appoint or remove the majority of the members of the Board of Directors; B) with reference to the subsidiaries KT - Kinetics Technology S.p.A. ("KT") and Tecnimont, Maire Tecnimont ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to art. 2359 of the Italian Civil Code, a shareholding representing more than 50% of the voting rights in the Shareholders' Meetings of KT and Tecnimont.

The mortgage loan agreement entered into on 3 July 2020 between the indirect subsidiary MyReplast Industries S.r.l. ("MRPI"), on the one hand, and Banca Popolare di Sondrio - Società cooperativa per Azioni, on the other hand, foresees as an event of termination of the contract and related early repayment the case in which NextChem S.p.A., a company of the Group and controlling shareholder of MRPI, and Luviam S.r.l., a minority shareholder of MRPI, cease to hold 90% of the share capital of MyRePlast Industries S.r.l.

The loan agreement, ESG Linked Schuldschein Loan, executed on 6 December 2019 between Maire Tecnimont and a pool of institutional investors, provides for the obligation of the full early repayment of the loan if: (i) the majority shareholder ceases to hold, directly or indirectly, through wholly owned subsidiaries or controlled companies under article 2359 of the Civil Code, over 35% of the voting rights in the Shareholders' Meeting of Maire Tecnimont, or (ii) a subject, other than the majority shareholder, brings its investment, held either directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Civil Code, over 35% of the voting rights in the Shareholders' Meeting of Maire Tecnimont, or (iii) the majority shareholder ceases to hold, directly or indirectly through fully owned subsidiaries or controlled companies pursuant to article 2359 of the Civil Code, a percentage of voting rights such as to guarantee the power to appoint or remove the majority of the members of the Board of Directors.

The loan contract, stipulated on 16 July 2018 between Tecnimont, on the one hand, and Banca IMI S.p.A., Intesa SanPaolo S.p.A., Unicredit Corporate Banking S.p.A., Banco BPM S.p.A. and Banca Monte dei Paschi di Siena S.p.A., on the other, establishes compulsory early repayment of the loan if: (i) the majority shareholder ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Italian Civil Code, over 35% of the voting rights in the Shareholders' Meeting of Maire Tecnimont, or (ii) a subject other than the majority shareholder brings its investment, held directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Civil Code, over 35% of the voting rights in the Shareholders' Meeting of Maire Tecnimont, or (iii) the majority shareholder ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359, a percentage of

voting rights such as to guarantee the power to appoint or remove a majority of the members of the Board of Directors, or (iv) Maire Tecnimont ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Italian Civil Code, a shareholding representing over 50% of the voting rights in the Shareholders' Meeting of Tecnimont.

The regulation of the 20 milion Euro bond entered into on 21 April 2017 between Maire Tecnimont, on the one hand, and Amundi AM on the other, provided for the obligation of fully early repayment of the bond in the event that: (i) the majority shareholder ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Italian Civil Code, over 35% of the voting rights in the Shareholders' Meeting of Maire Tecnimont, or (ii) a subject other than the majority shareholder brings its investment, held directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Civil Code, over 35% of the voting rights in the Shareholders' Meeting of Maire Tecnimont, or (iii) the majority shareholder ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359, a percentage of voting rights such as to guarantee the power to appoint or remove a majority of the members of the Board of Directors, or (iv) Maire Tecnimont ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Italian Civil Code, a shareholding representing over 50% of the voting rights in the Shareholders' Meeting of Tecnimont. It should be noted that, on 11 February 2021, the Company Board of Directors resolved to exercise the voluntary early repayment option of the above mentioned bond loan, with contractual maturity in April 2023, due to Maire Tecnimont. This bond loan was therefore repaid in advance on 26 February 2021.

The contract for the concession of a short-term revolving credit facility, stipulated on 08 May 2018 by and between Tecnnimont and BayernLB and regulated by English Law, envisages an obligation to early full repayment of the loan in the event that: (i) the shareholder's participation in the share capital of the Issuer's majority shareholder is reduced to below 51% or (ii) the majority shareholder reduces its stake in Maire Tecnimont to below 51%, or (iii) Maire Tecnimont reduces its stake in Tecnimont to below 51%.

Some agreements related to the issuance of bank or insurance guarantees for the projects: Power Plant Punta Catalina, Dominican Republic – Al Dabb'iya Surface Facilities, UAE – IGD Das Island, UAE – Liwa Plastics Project, Oman – Citadel, Egypt – Zohr 2, Egypt – Borouge PP5, UAE, provide the option for the relevant Financial Institutions to require the provision of guarantee deposits or the replacement of existing guarantees in the event of a change of control of Maire Tecnimont and/or the subsidiary Tecnimont and/or the subsidiary KT – Kinetics Technology S.p.A.

The agreement for the issuing of a revolving credit facility and/or guaranteed loan/credit facilities executed on 12 April 2019 between KT – Kintetics Technology Azerbaijan Branch and Pasha Bank ASC, under British lawa, provides for the obligation of an early repayment of the loan, inter alia, in the case of changes in the ownership structure such as to affect the KT capacity to pay back the loan.

The contracts for the granting of credit facilities for guarantees and/or letters of credit entered into by the subsidiary Tecnimont Private Ltd with Kotak Mahindra Bank and Crédit Agricole - Corporate and Investment Banking India provide for the right of the relevant Financial Institutions to request the establishment of guarantee deposits or the replacement of existing guarantees and/or letters of credit in the event of changes in the shareholding and control of Tecnimont.

The contracts for the granting of credit facilities for guarantees and/or letters of credit entered into by the subsidiary OOO MT Russia with JSC Crédit Agricole - Corporate and Investment Banking, JSC Unicreditbank, PJSC Rosbank envisage the right of the relevant Financial Institutions to request the establishment of guarantee deposits or the replacement of existing guarantees and/or letters of credit in the event of changes in the shareholding and control of Maire Tecnimont and/or Tecnimont.

The framework contracts, ISDA Agreements, relating to derivative transactions entered into by Tecnimont, on the one hand, and each of the following financial counterparties, Intesa Sanpaolo S.p.A, UniCredit S.p.A., Goldman Sachs International, Société Generale S.A, UBS Europe SE, JP Morgan Securities PLC, on the other hand, provide for, inter alia, as an event of termination of the contract and of all the transactions in place pursuant to the same, the circumstance in which Maire Tecnimont ceases to hold control of Tecnimont.

The framework contracts, ISDA Agreements, relating to the derivative transactions entered into by KT-Kinetics Technology S.p.A., on the one hand, and each of the following financial counterparties Intesa Sanpaolo S.p.A., UniCredit S.p.A., on the other hand, provide for, inter alia, as an event of termination of the contract and of all the transactions in place pursuant to the same, the circumstance in which Maire Tecnimont ceases to hold control of KT-Kinetics Technology S.p.A.

The framework contracts, RISDA Agreements, relating to the derivative transactions entered into by MT Russia OOO, on the one hand, and each of the following financial counterparties, Commerzbank Eurasija AO, Crédit Agricole CIB AO, Rosbank, UniCredit Bank AO, Alfa-Bank, on the other hand, provide for, inter alia, the event of termination of the contract and of all the transactions in place pursuant to the same, in the event that Tecnimont S.p.A. ceases to hold control of MT Russia OOO.

The Issuer's By-laws do not contain provisions that derogate from the provisions regarding the passivity rule provided for by article 104, paragraphs 1 and 1-bis, of the CFA and do not provide for the application of the neutralization rules contemplated by article 104-bis, paragraphs 2 and 3, of the CFA.

i) Powers to increase the share capital and authorize the purchase of treasury shares

(pursuant to article 123- bis, paragraph 1, letter m), CFA)

As at the date of this Report, the Board has not been authorized to increase the Issuer's share capital pursuant to article 2443 of the Italian Civil Code, nor to issue share-based financial instruments.

The Ordinary Shareholders' Meeting on 29 April 2019 has authorised the purchase and disposal of treasury shares in accordance with Articles 2357 and 2357-ter of the Italian Civil Code, Article 132 CFA and Article 144-bis of the Consob Issuer Regulation, for a maximum of 2,000,000 ordinary shares and a period of 18 months, as of the date of the authorisation by the Shareholders' Meeting. For more information, reference is made to the explanatory report prepared by the Board of Directors for the Shareholders' Meeting drafted in accordance with article 125-ter of the CFA and article 73 of Consob Issuers' Regulation and in compliance with Annex 3A - Table 4 of said same Issuers' Regulation, made available to the public on the Company's website (www.mairetecnimont.com, Section "Governance" - "Shareholders' Meeting Documents" - "2019").

Information regarding programs for the Issuer's purchase of treasury shares is available on the Company's website (www.mairetecnimont.com, Section "Investors" – "Communications and events" – "Press Releases" - "Buy Back Press Releases").

At 31 December 2020 Maire Tecnimont holds no treasury shares.

For the sake of ensuring complete information, it is specified that on 10 March 2021, the Board resolved to propose that the Ordinary Shareholders' Meeting scheduled for 15 and 16 April 2021, respectively at first and second call, authorise the purchase and disposal of treasury shares in accordance with Articles 2357 and 2357-ter of the Italian Civil Code, Article 132 CFA and Article 144-bis of the Consob Issuer Regulation, for a maximum of 10,000,000 ordinary shares and a period of 18 months, as of the date of the authorisation by the Shareholders' Meeting. For more information with regard to this proposal, reference is made to the explanatory report prepared by the Board of Directors for the Shareholders' Meeting to be called and relating to the authorisation of the purchase and disposal of treasury shares, drafted in accordance with article 125-ter of the CFA and article 73 of Consob Issuers'

Regulation and in compliance with Annex 3A - Table 4 of said same Issuers' Regulation, made available to the public on the Company's website (www.mairetecnimont.com, Section "Governance" - "Shareholders' Meeting Documents" - "2021").

l) Management and coordination activities

(pursuant to article 2497 and subsequent of the Civil Code)

In the opinion of the Issuer's Board of Directors, the Company is not subject to direction and co-ordination activities by the parent company GLV Capital, considering: (i) that the decisions relating to the management of the business of the Company and its subsidiaries are made by corporate bodies of the Company and its subsidiaries; (ii) that the Board of Directors has the task, among others, of periodic assessment of the economic, equity and financial performance of the Company and the Group; review and approval of the financial policies and the credit access for the Company and the Group; definition of the corporate governance system and rules of the Company and the Group; evaluation of the adequacy of the organizational, administrative and accounting structure of the Company and its subsidiary Tecnimont with strategic relevance, as set forth by the Company's bodies; (iii) the existence of eight advisory bodies – Coordination Committee, Commercial Committee, Region Committee, Project Development Committee, Internal Sustainability Committee and Internal Committee overseeing the Internal control and risk management system, the SCIR Committee and the Green Acceleration Advisory Board - with the role of supporting the CEO, also in his capacity as Director in charge of the internal control and risk management system; evaluation of strategic, corporate and business initiatives and decisions impacting the Group in relation to: i) investments, ii) commercial activities, iii) presence in geographic areas (Regions) of interest to the Group, iv) Project Development initiatives, v) sustainable management of the business, vi) internal control and risk management system and vii) energy transition and innovation in the green chemistry sector. The eighth advisory body, set up in 2020, is the Merger & Acquisition Committee, which supports the Chairman of the Board of Directors and the Chief Executive Officer in assessing decisions with Group impact regarding the identification and evaluation of options for inorganic growth, M&A, divestments, the definition and implementation of Corporate and Business strategies, as well as the evaluation of opportunities for the evolution of the industrial model.

At the date of approval of the Report, the direct subsidiary with strategic relevance Tecnimont S.p.A. and the other direct subsidiaries KT-Kinetics Technology S.p.A., NextChem S.p.A., MET Development S.p.A., MST S.p.A. (formerly Neosia S.p.A.), Neosia Renewables S.p.A. and MET Gas Processing Technologies S.p.A. are subject, pursuant to article 2497 of the Italian Civil Code, to the management and coordination of Maire Tecnimont.

Maire Tecnimont carries out strategy-oriented and co-ordination activities regarding both the industrial set-up and the activities performed by its subsidiaries. In particular, the Company provides the companies of the Group with support, coordination and guidance in defining their strategies, also as regards policies for Merger & Acquisition and cooperation agreements, local content, in the areas of internal audit, governance and compliance, institutional relations and communication & sustainability, relationships with the investors, social responsibility, safety, organisation, development & compensation, technology, legal, corporate affairs, remuneration policy, industrial relations, development of procurement strategies optimised according to specific products categories, improvement in the performance of the entire EPC cycle, coordination of Vendor Management activities, finance and management administration, project controls, contract and subcontract management, system quality, HSE, project quality & Risk Management, general services, as well as activities related to the governance and development of the IT platform of the Group.

* * *

The Issuer specifies that:

• the information required by article 123-bis, first paragraph, letter i) CFA ("agreements between the company and the directors...omitted... that provide compensation in case of resignation or dismissal without just cause or if the employment is terminated following a takeover bid") is illustrated in the Report on the 2021 Policy regarding Remuneration and fees paid, prepared in accordance with articles 123-ter of the CFA and 84-quater of Consob Issuers' Regulations, and made available to the public on the Company's website (www.mairetecnimont.com, in the "Governance" - "Shareholders' Meeting Documents" - "2021");
• information required pursuant to article 123-bis, first paragraph, letter l) of the CFA ("regulations applicable to the appointment and replacement of directors ... in addition to amendments to the By-Laws, if different from the applicable additional legal and regulatory provisions") is illustrated in Section 4.1 of the Report ("Appointment and replacement of Directors"), to which reference is made.

3. COMPLIANCE

(pursuant to article 123-bis, paragraph 2, letter a), CFA)

As indicated in the introduction of the Report, the management of corporate governance issues by Maire Tecnimont, during the 2020 financial year, took place in compliance with the principles and recommendations set out in the 2018 Code, prepared by the Corporate Governance Committee of Borsa Italiana S.p.A., dated July 2018, accessible

to the public on the Corporate Governance Committee website (https://www.borsaitaliana.it/borsaitaliana/regolamenti/corporategovernance/corporategovern ance.htm), to which it adhered.

With reference to the adoption by Maire Tecnimont of the Self-Regulatory Code, it must be noted that in some cases the Company has not adopted the recommendations contained therein. In application of the "comply or explain" principle, the following sections represent said deviations and the underlying reasons, as well as possible alternative behaviours.

With reference, on the other hand, to the new Corporate Governance Code issued on 31 January 2020 by the Corporate Governance Committee of Borsa Italiana S.p.A. and which became effective on 1 January 2021, accessible to the public on the Corporate Governance Committee's website (https://www.borsaitaliana.it/comitato-corporategovernance/codice/2020.pdf), it should be noted, as better indicated in the introduction of this Report, that the Board of Directors, on 11 February 2021, resolved in favour of the Company's adherence to the New Code, specifying that, except for the possibility - if deemed appropriate - of resorting to the "comply or explain" principle provided for therein, the proposals for the adjustment of Maire Tecnimont's corporate governance system to the 2020 Code shall be assessed and approved, at consolidated level, during the 2021 financial year.

At the date of this Report, activities aimed at identifying these proposals for the adjustment of Maire Tecnimont corporate governance system to the 2020 Code are therefore underway.

The results of the above adjustment activities will be described in the Report on Corporate Governance and Ownership Structure which will be made available to the public during the 2022 financial year.

The Issuer and Tecnimont, its subsidiary of strategic relevance, are not subject to non-Italian law provisions that have an impact on the Maire Tecnimont corporate governance structure.

4. BOARD OF DIRECTORS

4.1 APPOINTMENT AND REPLACEMENT OF DIRECTORS

(pursuant to article 123-bis, paragraph 1, letter l), CFA)

In compliance with the provisions of article 147-ter of the CFA, the Company By-laws envisages the appointment of Directors and Statutory Auditors by means of a list-based voting mechanism.

Article 14 of the By-laws provides for the appointment of the Directors on the basis of the lists submitted by the shareholders (where the candidates are listed with consecutive numbers) that hold, individually or jointly, at least 2% of the share capital represented by shares with

right to vote in the ordinary Shareholders' Meeting, or any other different threshold set forth by Consob. In this respect, it shall be noted that such shareholding threshold determined by Consob for the Issuer, pursuant to article 144- quater of the Issuers' Regulation, with Managerial Resolution of the Corporate Governance Division, no. 44 of 29 January 2021, is equal to 2.5%.

Lists, signed by those who submit them, must be registered with at the Company's registered office at least 25 (twenty five) days before that set for the Shareholders' Meeting in first calling, together with: (i) a declaration by each single candidate confirming acceptance of the candidacy and also confirming, under their own responsibility, the absence of any causes for ineligibility and incompatibility, as well as the fulfilment of the requirements as specified in the applicable regulations and, if required, the fulfilment of the independence requisite, (ii) a curriculum vitae of each candidate, including specifications regarding any administrative and control offices held in other companies, (iii) a certificate of ownership, at the time when the list is filed with the Company, of the minimum shareholding required for the presentation of the lists (it is noted that, in compliance with the provisions of article 147-ter, paragraph 1-bis, of the CFA, said certificate may also be produced subsequent to the filing of the list, provided that it is within the deadline envisaged for its publication).

The clause envisages that the directors to be elected are those listed in the list that has obtained the largest number of votes except one who shall be selected from the second ranking minority list yhat has obtained the second major number of votes and who is in no way, also indirectly, connected with the Shareholders that have presented or voted the majority list. In this way, the appointment of a minority Director is ensured in compliance with the provisions of article 147-ter, paragraph 3, of the CFA.

The By-Laws, to which reference is made, also regulate the hypothesis in which two or more lists obtain the same number of votes.

The Company By-Laws do not envisage a minimum percentage of votes so that a list can participate in the distribution of directors to be elected.

In relation to the balanced proportion of genders, article 14 of the Company By-laws, in its current version, envisages that the lists containing at least three names shall be composed of candidates belonging to both genders, so that at least one-third of the slate candidates (rounded up) belongs to the least represented gender, and the election and the presence in the Board of the least represented gender, in compliance with the currently applicable regulatory provisions in the matter of "balanced proportion of genders", is ensured.

It is pointed out that:

• the Conversion Law no. 157/2019 of Decree Law 124/2019 (Article 58-sexies) amended effective from 25 December 2019 - Article 147-ter, paragraph 1-ter and article 148 of the

TUF, extending from three to six consecutive terms of office the period of application of the gender balance rules;

• law No. 160 of December 27, 2019 ("Budget Law 2020") confirmed the validity of the legislation in question for six consecutive terms and established that the least represented gender must obtain at least two-fifths of the Directors (and Statutory Auditors) elected. This appointment criterion applies to six consecutive mandates and starting from the first renewal of the Board of Directors and Board of Statutory Auditors subsequent to the entry into effect of the afore-mentioned Law (i.e. 1 January 2020). The Board of Directors of Maire Tecnimont was appointed by the Ordinary Shareholders' Meeting of 29 April 2019 and shall remain in office until approval of the financial statements at 31 December 2021; therefore the Company, making use of the powers attributed to the Board of Directors by art. 15 of the By-Laws with regard to its adaptation to regulatory provisions, shall ensure the transposition into the By-laws of the new discipline on gender balance in time to enable the definition and submission of the lists of candidates for the office of Director and the consequent appointment of the Board of Directors in compliance with such provisions.

Regarding the election of independent Directors, article 14 of the By-laws provides a specific mechanism to ensure the appointment of the minimum number of directors as required by article 147-ter, paragraph 4, of the CFA. In particular, it provides (i) first, that each list contains a minimum number of candidates with the independence requirements established by law and applicable regulations, and (ii) if among the candidates elected there are not as many independent directors as required by law, it shall be required to proceed as follows:

• a) in the event of a majority list, the non-independent candidates (equal to the number of missing independent Directors) coming last in progressive order in the majority list shall be replaced by non-elected independent Directors from the same list according to the progressive order;
• b) in the absence of a Majority List, non-independent candidates (in a number equal to the number of missing Independent Directors) which are elected with the lowest number of votes in the lists – and from which no Independent Director has been drawn - shall be replaced by non-elected Independent Directors from the same lists,

according to the sequential order.

Lastly, a replacement procedure is also envisaged in order to ensure (in case this were not guaranteed by the afore mentioned election criteria) that the Board of Directors is composed pursuant to the currently applicable regulation in the matter of balance proportion of genders.

The Company By-Laws do not envisage requisites of independence other than those envisaged by article 148, paragraph 3, of the CFA nor requisites of integrity other than those envisaged

by currently applicable law provisions. No professionalism-related requirements are envisaged to hold the position of Director.

If the Board of Directors needs to replace one or more directors, it does so by co-opting pursuant to article 2386 of the Civil Code - the first non-elected candidate from the list whence the terminated director was taken and so on, if such non-elected candidate is not available or ineligible, provided that such candidates are still eligible and are willing to accept the office. Should no non-elected candidates from the list remain or, in any case, for whatever reason, should it not be possible to meet the aforementioned criterion, the Board of Directors shall proceed with the replacement, as the subsequent Shareholders' Meeting shall also do, with the legal majority and without voting lists.

In any case, the Board of Directors and, subsequently, the Shareholders' Meeting shall proceed with the appointment so as to ensure (i) the presence of Independent Directors in the minimum total number required by the currently applicable regulation and (ii) compliance with the currently applicable regulation in the matter of balanced proportion of genders.

It is noted that the Issuer is not subject to any further provisions in relation to the composition of the Board of Directors with respect to the regulations contained in the Consolidated Finance Act.

As regards the statutory clauses relating to statutory changes, it is noted that the By-Laws do not contain provisions other than those provided by applicable law.

It is also noted that the By-Laws, in accordance with article 2365 of the Civil Code, confers to the Board of Directors of the Company the authority to resolve on the adjustment of the By-Laws to regulatory provisions.

To be noted is that the increase in voting rights described in Section 2, letter d) of the Report, which was achieved in accordance with the provisions of the current By-Laws, while it applies to all resolutions adopted by the Shareholders' Meeting and thus to the determination of the quorums required for the constitution and approval of resolutions, which refer to percentages of the share capital, does not affect the rights other than voting rights, which are entitled to and may be exercised on the basis of specific percentages of the share capital and, inter alia, for the determination of the percentages of the share capital required to file the list of candidates for election to the Company's bodies.

Succession plans

It should be noted that during financial year 2020, under the 2018 Code, the Board of Directors, on 11 March 2020, as regards the adoption of a Plan for the succession of the executive Directors pursuant to the criterion 5.C.2 of the Self-Regulatory Code (the

"Succession Plan"), resolved not to adopt a Succession Plan since the governance structure of the Company, with the presence of two executive Directors and Top Executives, with indepth management experience and specific expertise in the reference business, enables, in the short term, the management of any on-going concern disruptions arising, for instance, from the replacement of executive Directors at an early date from the expiry of the mandate or following resignations, thus guaranteeing continuity and stability in the conduct of the Company and of the Group, thanks also to the Remuneration Policies of Maire Tecnimont aimed at attracting and retaining people with the professional and management expertise necessary to effectively perform the Group activities.

Therefore, it should be noted that, at the meeting held on 10 March 2021, the Board of Directors - also taking into account the provisions of art. 4, recommendation 24 of the New Code that recommends that only "large companies" should define, inter alia, a plan for the succession of the chief executive officer and of the executive directors that identifies at least the procedures to be followed in case of early termination of office - while confirming its intention not to avail itself of the possibility of redefining Maire Tecnimont's governance by availing itself of the exemptions envisaged for "non-large companies" and "concentrated ownership", a category to which the Company belongs to date, confirmed, for the reasons already indicated above, not to proceed with the definition of the Succession Plan.

4.2 MEMBERS

(pursuant to article 123- bis, paragraph 2, letters d) and d- bis), CFA)

Pursuant to article 13 of the By-Laws, Maire Tecnimont is administered by a Board of Directors made up of no less than five and no more than eleven members, provided in odd number, who may also not be the shareholders.

The Board of Directors holds office from one to three years and until approval of the financial statements of the last year in which it holds office in compliance with the resolution made by the Shareholders' Meeting upon its appointment. Directors may be re-elected.

The current Board of Directors in office until approval of the financial statements at 31 December 2021, was appointed by the Ordinary Shareholders' Meeting of 29 April 2019 which confirmed all the Directors of the Board already appointed by the Shareholders' Meeting of 26 April 2016, including the Directors representing minority shareholders.

The Shareholders' Meeting of 29 April 2019, after determining as nine the number of members of the Board of Directors, has confirmed Fabrizio Di Amato, Pierroberto Folgiero, Luigi Alfieri, Gabriella Chersicla, Stefano Fiorini, Vittoria Giustiniani, Andrea Pellegrini, Patrizia

Riva and Maurizia Squinzi as Directors of the Company. At the same time, the Shareholders' Meeting confirmed Fabrizio Di Amato as Chairman of the Board of Directors.

The current Board of Directors consists of five independent directors out of nine. Similarly, the Board Committees established by the Board of Directors pursuant to the Self-Regulatory Code and in line with the new Corporate Governance Code, consist of Directors, all non-executive, mostly independent.

For further information regarding the Independent Directors in office, reference is made to Section 4.6 of the Report.

Three lists were submitted to the ordinary Shareholders' Meeting of 29 April 2019 for the appointment of the Directors.

The Directors Fabrizio Di Amato, Pierroberto Folgiero, Luigi Alfieri, Gabriella Chersicla, Stefano Fiorini, Vittoria Giustiniani, Andrea Pellegrini, Patrizia Riva were taken from the list submitted by the Shareholder GLV Capital, which obtained the favourable vote of 351,039,477 shares, equal to 83.36% of the shares attending the Shareholders' Meeting (the "Majority List"). It is noted that among the candidates for the office of Director indicated in the Majority List was also Paolo Alberto De Angelis.

The Director Maurizia Squinzi was taken from the list submitted jointly by the shareholders Arca Fondi S.G.R. S.p.A., manager of the Arca Azioni Italia and Arca Economia Reale Bilanciato Italia 30 funds; Eurizon Capital SGR S.p.A., manager of the following funds: Eurizon progetto Italia 20, Eurizon pir Italia 30, Eurizon progetto Italia 70, Eurizon azioni Italia, Eurizon pir Italia azioni, Eurizon azioni pmi Italia and Eurizon progetto Italia 40; Eurizon Capital S.A. manager of the following funds: Eurizon Fund - Equity Small Mid Cap Italy, Eurizon Fund - Equity Italy, Eurizon Fund - Equity Italy Smart Volatility; Eurizon Investment SICAV - PB Flexible Macro; Fideuram Investimenti SGR S.p.A., manager of the following funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50 and PIR Piano Bilanciato Italia 30; Interfund Sicav - Interfund Equity Italy; Mediolanum Gestione Fondi, manager of the following funds: Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity and Pramerica SGR manager of the following funds: Mito 25 and Mito 50, holders, as at the date of submission of the lists, of 9,935,692 shares of Maire Tecnimont, with no par value, equal to 3.023% of the shares with voting rights¹ . This List obtained the favourable vote of 9,935,692 shares, equal to 3.023% of the shares attending the Shareholders' Meeting (the " First

¹ Total shareholding was therefore recalculated following the non-submission, within the legal terms, by Fideuram Asset Management (Ireland) – Fonditalia Equity Italy, of the communication/certificate concerning the ownership, as at 4 April 2019, of 365,000 shares corresponding to 0.111% of the shares with voting rights in its favour.

Minority List"). It must be noted that Alessandro Cortesi was among the candidates for the office of Director in the Minority List.

An additional minority list (the "Second Minority List") was submitted by the shareholder INARCASSA, owner of a total 4,464,888 shares of Maire Tecnimont, with no par value, equal to 1.36% of the shares with voting rights.

The three lists submitted to the Ordinary Shareholders' Meeting of 29 April 2019 for the appointment of the Directors are available on the website of the Company (www.mairetecnimont.com, Section "Governance" – "Shareholders' Meeting Documents" – "2019").

In relation to duration of office from the first appointment of the Board Directors, it is noted that: Fabrizio Di Amato and Stefano Fiorini have been in office since the listing, which occurred in November 2007; Luigi Alfieri, Gabriella Chersicla, Vittoria Giustiniani and Patrizia Riva were appointed by the ordinary Shareholders' Meeting on 30 April 2013, while Andrea Pellegrini was appointed by co-option by the Board of Directors on 11 June 2014 and reappointed by the ordinary Shareholders' Meeting of 18 February 2015; Maurizia Squinzi was appointed by the ordinary Shareholders' Meeting on 27 April 2016.

As from the date of closure of the Financial Year, none of the board members has resigned nor have there been any changes in the composition of the Board.

With regard to the additional information concerning the composition of the Board of Directors, also in terms of duration of office from the first appointment of each Director, reference is made to Table 2 Annexed.

In compliance with the provisions of article 144- decies of the Consob Issuers' Regulation, the personal and professional characteristics of each Director are specified in Annex "A" to this Report.

Diversity criteria and policies

The Board of Directors, at the meeting of 14 March 2019, in view of the Shareholders' Meeting of 29 April 2019, convened, inter alia, to appoint the Board of Directors for the three year period 2019-2021, has defined the guidelines for the management and professional profiles that are deemed necessary to be represented on the Board as well as the diversity criteria applicable to the composition of the Board that must be met (the "Diversity Criteria and Policies").

The Diversity Criteria and Policies have therefore been included in the Explanatory Report submitted by the Board of Directors to the Shareholders' Meeting of April 29, 2019, prepared pursuant to Article 125-ter of the CFA and relating to the appointment of the Board for the

three-year period 2019-2021 made available to the public on the Company's website (www.mairetecnimont.com, section "Governance" – "Shareholders' Meeting Documents" - "2019").

The Diversity Criteria and Policies, which must also be applied when Directors are replaced pursuant to article 2386, paragraph 1, of the Italian Civil Code, were subsequently confirmed by the Board of Directors on 11 March 2020 and, most recently, on 10 March 2021.

With reference to the Board of Directors in office, it must be noted that: (i) the Board is composed of 4 Directors (out of a total of 9) belonging to the less represented gender, in line with the new article 147-ter, paragraph 1-ter of the CFA; (ii) the Board is characterized by the demographic diversity of the Directors, taking into account that the age of the Directors is between 48 and 70 years; (iii) the training and professional backgrounds of the Directors currently in office guarantees a balanced combination of profiles and expertise within the administrative body, suitable to ensure the effective performance of the functions assigned to it.

Criteria and Policies on Diversity provide that, also in order to improve the understanding of the Company's organisation and of its activities, as well as for the development of an effective corporate governance, notwithstanding the law requirements applied to gender balance: (a) the Board is made up of different aged members; and (b) the training and professional experience of the Directors can guarantee a balanced combination of profiles and experience, both nationally and abroad, able to ensure the correct fulfilment of all the relevant duties;

In approving the above, the Board also took into account the provisions of principle VII of the Corporate Governance Code concerning the application of diversity criteria, including gender criteria, for the composition of the Board of Directors, in compliance with the priority objective of ensuring adequate competence and professionalism among its members, to which the Company has already complied with.

More generally, the Group, which recognizes the fundamental contribution of each Person to the company's growth and innovation strategy, is committed to supporting and enhancing diversity and inclusion as integral elements of its culture and code of conduct.

The Group's efforts and initiatives are aimed at promoting the consolidation, without discrimination and involving all employees, of the sense of belonging and the awareness of being able to actively contribute to its growth.

The company's approach has evolved from the protection of "diversity" to a strategy of proactive promotion and inclusion, with the aim of fostering diversity in all its dimensions, in order to seize and maximise opportunities and generate value in a context, such as the current one, which is increasingly diversified, in which everyone's talent and the opportunity to express and cultivate it can represent an asset and generate value.

A Human Capital that is heterogeneous in terms of culture, social and generational background, skills, competencies and experience constitutes a distinctive value and can represent a competitive advantage, as a factor that enables comparison, facilitates mutual and constant enrichment, and ensures the ability to interpret and respond appropriately to the needs and requests of stakeholders.

With regard to gender diversity, the Group's action is focused on promoting equal opportunities for professional growth and development, including the recruitment of new resources selected on the basis of their actual know-how and professional experience, and the adoption of increasingly effective measures to encourage a balance between life time, care time and work time.

The Group also promotes integrated strategies for the development and management of the needs of the different generations within the organization, promoting and fostering intergenerational dialogue and collaboration and confirming its willingness to continue to invest in young people, both in terms of integration and professional development, also through the activation of opportunities for comparison with senior colleagues.

The multicultural nature of the Group's workforce has also always been considered an essential value, capable of facilitating the exchange and enhancement of heterogeneous and transversal skills and experience. In fact, the Group's employees come from different cultures and geographical areas, and the workforce is therefore significantly diversified, as evidenced by the number of nationalities of the workers employed by the Group, which exceeds 70.

Maximum number of offices held in other companies

In the belief that each Director considers, with due judgement and sense of duty, prior to taking on a role, the compatibility of the appointments as Director and Statutory Auditor held in other companies, the Board of Directors believes it appropriate to leave to each Director the assessment of the compatibility of acceptance of corporate offices in Maire Tecnimont with any additional Director or Statutory Auditor offices held in other companies listed on regulated markets, in financial companies, banks, insurance firms or large companies.

The recommendation set forth in article 3, recommendation 15 of the New Code, concerning the definition by the Board of Directors of guidelines on the maximum number of Director or Statutory Auditor offices in other listed companies or companies of significant size will be assessed during the year 2021 as part of the activities aimed at aligning Maire Tecnimont's corporate governance system to the Corporate Governance Code. The decisions that will be taken in this regard will be disclosed in the Corporate Governance and Share Ownership Report that will be made available to the public during the 2022 financial year.

The average number of offices held in other companies by the Issuer's Directors in 2020 is equal to approximately 4 in unlisted companies. Five Directors out of nine hold an office in other listed companies.

Induction Programme

Taking into account the appreciation expressed by the Board of Directors and the Board of Statutory Auditors for the induction activities carried out in the previous financial years, the Chairman of the Board of Directors, in line with the recommendations of the Self-Regulatory Code, promoted, also for the Financial Year, the "Induction Session" programmes for Directors and Statutory Auditors of the Company, which is also expected to continue during financial year 2021, in line with the recommendations made in this regard by the Corporate Governance Code, in force as of January 1, 2021. Inductions at foreign sites and operating companies during 2020 have been suspended due to the emergency associated with the ongoing COVID 19 outbreak.

Meetings were nevertheless organized during the year in order to provide them with adequate knowledge of the business sector in which the Company and the Group operate, also considering its specificity thereof, the business dynamics and their evolution, the principles of proper risk management as well as the regulatory and self-regulatory framework of reference.

More in detail, at the meetings held in February and March 2020, the Head of Corporate Affairs Governance & Compliance and Secretary of the Board of Directors of Maire Tecnimont, in cooperation with the Chairman, provided an Induction to the Committees and the Board of Directors about the Corporate Governance Code.

In particular, the Induction concerned:

• the objectives of the activities of the Corporate Governance Committee of Borsa Italiana S.p.A. which, in formulating the Corporate Governance Code has, in particular, taken into account the development of the international best practices in terms of simplification and streamlining of contents, an increased attention to sustainability and engagement issues with the institutional investors;
• the introduction, through the Corporate Governance Code, of new proportionality standards based on size criteria and a control model with all the related impacts on the Company, taking into account its capitalisation over the three subsequent periods as well as the current ownership structures;
• the contents of the Principles and Recommendations stated in the Corporate Governance Code and in particular i) the role of the administrative body, ii) the composition of the corporate bodies, iii) the functioning of the administrative body and the role of the Chairman, iv) the appointment of the Directors and the self-evaluation

of the administrative body, v) the remunerations and vi) the internal control and risk management system.

On 18 June 2020, the Chairman of the Board of Directors, together with the Head of Corporate Affairs Governance & Compliance and Secretary of the Maire Tecnimont Board of Directors, illustrated the ongoing Maire Tecnimont Group Corporate Rationalization Project, aimed at creating a shareholding structure increasingly functional to the Group's strategic lines and at reducing the related structural costs. This Project, launched in 2013 and subject to periodic updates, is part of the plan to optimise structural costs launched in the early months of the year to deal with the epidemiological emergency caused by Covid-19. On that occasion, an induction was also held for the Directors and Statutory Auditors on the corporate structure of Maire Tecnimont Group and its governance.

More specifically, the Directors and Statutory Auditors received detailed information i) on the so-called Sister Companies of the Group, operating companies directly controlled by Maire Tecnimont that are active in different business sectors and have specific skills in the reference sector in which they operate and their own organisational structure, and ii) on the so-called corporate "subgroups" which refer to them, consisting of:

• "Company" or "Subsidiary": operating companies with a mission similar to that of their "parent company", active in the country or region in question;
• "Special Purpose Vehicle" (so called "SPV"): project companies specifically set up to execute acquired contracts;
• "Partnerships" or "Joint Ventures" in corporate form with third parties for the development of specific initiatives, and
• branches and representative offices.

The disclosure also concerned the standardised system of governance and delegated powers to be applied to each Group entity in order to meet the operating and business needs of the individual operating entities belonging to it, while ensuring the best coordination between the activities of the latter and Maire Tecnimont, which exercises control over them.

Finally, on 09 March 2021, the Company's Related Parties Committee received an induction prepared by the Head of Corporate Affairs Governance & Compliance and Secretary of the Maire Tecnimont Board of Directors and carried out with the support of a leading law firm expert in corporate governance and regulatory issues concerning issuers on the amendments made by Consob with Resolution no. 21624 of 10 December 2020 to the Consob Related Party Regulation. This induction was made in view of the changes that the Board of Directors, having consulted with the Related Parties Committee for the part under its responsibility, will have to make to the Company's Procedure for the Management of Transactions with Related Parties in order to adapt it to the new provisions of the Consob Related Party Regulation,

effective as of 01 July 2021. A similar induction will be made to the Company's Board of Directors during the first half of Financial Year 2021.

Discussions were also held, during the meetings of both the Board of Directors and the Risk Control and Sustainability Committee, aimed at developing the knowledge of the internal control and risk management system of the Company and the Group, also in order to support the definition of the guidelines of the internal control and risk management system, so that the main risks relating to the Company and its subsidiaries are correctly identified and adequately measured, managed and monitored, also determining the degree of compatibility of said risks with the strategies approved.

4.3 ROLE OF THE BOARD OF DIRECTORS

(pursuant to article 123-bis, paragraph 2, letter d), CFA)

During the year, 11 Maire Tecnimont's Board of Directors' meetings have been held with an average duration of approximately 1 hour and 35 minutes.

For the current Financial Year, 12 Board of Directors' meetings are envisaged. As at the date of approval of the Report, the Board had met 3 times, respectively on 11 February, 04 March 2020 and 10 March 2021.

The disclosure to the Directors and Statutory Auditors is made available to them via a dedicated portal, both with full documentation and with summary notes clarifying the most significant, relevant points to the decisions under resolution.

During the year, the Chairman - with the support of the Secretary of the Board - ensured that the Company's Departments prepared complete and exhaustive documents related to the agenda items, so that they could be made available in advance in view of the meetings of the corporate bodies.

In the presence of complex issues and with the support of voluminous documentation, some notes were drawn up by the management of the Company with a summary of the most significant and relevant points in order to provide the necessary information for passing resolutions, notwithstanding the prior forwarding to all Directors and Statutory Auditors of the entire documentation concerning the Agenda items.

Although a specific pre-meeting term by which the documentation must be sent out was not set up, particular attention was placed over the year to ensure an adequate management of the information flows to be provided, in a complete and timely fashion, to the Board of Directors and to the Board's Committees, meeting both confidentiality and usability requirements thanks also, as highlighted earlier, to the portal accessible exclusively to the Directors and the Statutory Auditors.

It should also be noted that, normally, all relevant issues are dealt with in advance by the Committees with investigative, proposing and advisory functions established internally to the Board of Directors, which meet on a date prior to the meeting of the Board or during the meetings of the Board itself, where they review, over multiple meetings if necessary, the issues on which resolutions must be discussed and passed in the following meetings.

The Chairman of the Board of Directors in any case guarantees that during the meeting the time necessary for ample illustration by the delegated bodies in order to make aware decisions is dedicated to the related topics. The Chair shall also ensure that adequate and accurate clarifications are provided regarding items to promote a constructive debate with the involvement of Statutory Auditors and Directors, including the independent and nonexecutive.

The Managers of the Issuer responsible for the relevant corporate functions and external consultants were also invited to the Board of Directors meetings held in the Financial Year and depending on the items to be discussed, thus valuing the Board's meetings as an opportunity in which all the Directors may acquire adequate information about the management of the Company and the Group and appropriate insights on agenda items.

Specifically, the meetings of the Board of Directors of Maire Tecnimont are regularly attended by the Head of the Group Corporate Affairs, Governance & Compliance function as also the Secretary of the Board of Directors which, if necessary, illustrates the issues of competence of its Function concerning the items on the agenda of the Board of Directors. The meetings of the Board of Directors are also regularly attended by the Group's Chief Financial Officer and the "Executive Responsible for preparing the Company's financial reports", and from time to time, depending on the items on the Agenda, by the Group General Counsel, the Head of the function Human Resources Manager, ICT and Process Excellence Senior Vice President of the Company, the Head of Internal Audit, the Head of HSE Group, Project Quality & Risk Management, the Head of Sustainability Reporting, the Head of Group Sustainability or other Executives of the Group to illustrate specific issues related to the business.

With reference to the above, it should be noted that the recommendations under article 3, recommendation 11 of the New Code will be assessed during the year 2021 as part of the activities aimed at aligning Maire Tecnimont's corporate governance system to the Corporate Governance Code. The decisions that will be taken in this regard will be disclosed in the Corporate Governance and Share Ownership Report that will be made available to the public during the 2022 financial year.

The Board of Directors plays a central role in the organization being responsible for the definition and pursue of the strategic objectives of the Company and the Group, in addition to

verification of the availability of the controls necessary to monitor the Company and Group Companies performance, with the aim of pursuing its sustainable success.

In addition to the powers attributed by law and by the Company By-Laws to the Board of Directors, including those specified in art. 2381, par. 4 of the Italian Civil Code, the Board of Directors has the following powers:

• review and approval of the strategic business plans (including those relating to human resources) and the financial plans and budgets of the Company and Group, as well as the periodical monitoring of their implementation;
• the examination and approval of the draft financial statements, interim management reports and the interim financial report, both of the Company and consolidated;
• definition of the nature and levels of risk compatible with the strategic objectives of the Company, including in its assessments all the risks that may become relevant in terms of the medium-long term sustainability of the activities of the Company;
• evaluation of the suitability of the general organisational, administrative and accounting structure of the Company and the subsidiary having strategic significance, with particular reference to the internal control and risk management system;
• evaluation of the Company performance taking into particular consideration the information received from the relevant competent bodies and comparing the results achieved against budget on a periodic basis;
• periodic assessment of the financial and economic performance of the Company and the Group;
• definition of the Company corporate governance and rules and the Group structure;
• establishment and regulation of the Board internal committees, with the relevant appointments and determination of remunerations;
• attribution and revocation of powers of attorney to the CEO, the Chairman and other Board members, with possible specification of limits and application criteria (for the powers of attorney) and determination of the relevant remuneration;
• review and approval of the proposals from the Remuneration Committee;
• review and approval of the transactions on behalf of the Company and its subsidiaries, when such transactions have significant strategic, economic and financial relevance for the Company. In this respect, it shall be noted that the Issuer's Board of Directors of 29 April 2019 resolved that transactions having the characteristics above specified are, by way of example without limitations: (a) transactions to be accomplished by the Issuer or Group company belonging to the Issuer, relating to the establishment of companies and

branches or the acquisition, transfer, disposal in any form of shareholdings or companies or business unit when (i) the relation between net equity involved in the transaction and the Group's consolidated net equity is greater than 5% or (ii) the value of the transaction is greater than 5% of the Group's consolidated net equity; and (b) the issue of personal or real guarantees, of whatever amount, in the interest of the subsidiary, and in the interest of third parties;

• the examination and approval of operations by the Issuer and Group companies concerning the concession, assumption and early repayment of loans in general, the assumption of financial debt and other financial transactions of any kind, including bank and insurance bonds, worth more than Euro 50 million per transaction;
• merger in the cases envisaged by articles 2505 (incorporation of fully owned subsidiaries) and 2505-bis of the Civil Code (incorporation of companies owned at ninety percent), as well as divisions, when the aforementioned regulations also apply.

Moreover, in compliance with the Consob Related-Party Regulation, the Company adopted a Procedure for the Management of Transactions with Related-Party, described in further detail in Section 12 of the Report, to which reference is made, which envisages a specific procedure to be applied in carrying out Significant Transactions and Minor Transactions (as defined in the procedure), on the basis of the provisions of Consob Related-Party Regulation, establishing, amongst other matters, that the approval of the first is reserved to the Board of Directors.

In this regard, it should be noted that, following the publication of Consob Resolution no. 21624 of 10 December 2020 concerning the amendments to the Consob Related Party Regulation which will come into force from 01 July 2021, the Company, availing itself of the transitional regime provided for this purpose, has started the activities necessary to adapt the Procedure for the Management of Related Parties Transactions to the new provisions of the Consob Related Party Regulation.

Pursuant to art. 16 of the Company By-Laws, in order for resolutions to be valid, it is necessary that the majority of the directors in office be present and the resolutions are given a favourable vote by the majority of the attendees.

In view of the approval of the annual financial report and half-year financial report, the Board of Directors shall evaluate the adequacy of the organizational, administrative and accounting structure of the Issuer and Tecnimont - a subsidiary with strategic importance whose assets are 49.5% of the consolidated assets of the Company - with particular reference to the internal control and risk management system.

Therefore, with reference to the year, the Board of Directors assessed the adequacy of the organisational, administrative and accounting structure of both the Issuer and Tecnimont, on 29 July 2020 and on 04 March 2021.

These evaluations, which had positive outcomes in both cases, have been conducted on the basis of a report, supported by documentary evidence, provided by the CEO and by Human Resources, ICT and the Process Excellence Senior Vice President of the Company, to the Directors and Statutory Auditors on the organizational, administrative and accounting structure, not only of the Issuer but also of the main direct subsidiaries, including Tecnimont.

The Risk Control and Sustainability Committee, whose meetings are duly minuted, received reports over the period from the Director in charge of the Internal control and risk management system, the Head of Internal Audit, the Head of Group Corporate Affairs, Governance & Compliance, the Head of Group HSE, Project Quality & Risk Management of the Company and the Head of Sustainability Reporting, as well as the Group General Counsel, on the identification, measurement, management and monitoring of the main risks of the Company and the Group.

The Chairman of the Risk Control and Sustainability Committee has always provided information on the activities of the Committee and the results of its preliminary activities at the first Board of Directors' meeting.

With particular reference to risk management, see Section 11 of the Report ("Internal Control and Risk Management System").

The Board has also assessed on a quarterly basis the general operating performance, taking the information received from the Executive Directors into account and periodically comparing the results attained against budget.

With reference to the self-assessment on the size, composition and actual functioning of the Board and its committees, also considering its role in defining strategies and monitoring management performance and the adequacy of the internal audit and risk management system (the "Board Evaluation"), it should be noted that Article 4, Recommendation 22 of the New Code requires that it is carried out at least every three years, in view of the renewal of the Board of Directors. The New Code requires that a self-assessment must be performed annually only for "large companies" other than those with "concentrated ownership," categories to which the Company does not belong.

Without prejudice to the foregoing, the Board of Directors, at its meeting held on 11 February 2021, in adherence to the principles and recommendations of the New Code, deemed it appropriate to confirm the performance, on an annual basis, of the self-assessment of the Company's Board of Directors, also confirming the methodological approach used for this purpose during previous terms of office.

In defining the above, the Board of Directors took into account, inter alia:

• i. the positive results obtained in previous years, following the self-assessment, in terms of discussion among the Board members on issues relevant to the Company's corporate governance, also for the purposes of its continuous improvement;
• ii. of the preliminary considerations made by the Company's Independent Directors during the annual meeting reserved to them held on 16 December 2020, on the opportunity not to avail of the possibility to redefine Maire Tecnimont governance by availing of the exemptions provided for "non-large companies" and "concentrated ownership", a category to which the Company currently belongs. These considerations, moreover, concerned, in particular, the annual self-assessment of the administrative body, its effectiveness and usefulness, positively assessed by the Independent Directors.

The Board of Directors, as occurred in the first year of the mandate of the Board in office, has therefore entrusted, for the year, the Board Evaluation to the Group Corporate Affairs, Governance & Compliance function of Maire Tecnimont and to the Lead Independent Director.

The annual self-evaluation results were reviewed by the Group Corporate Affairs, Governance & Compliance function, after sharing them with the Lead Independent Director, and were presented to the Board of Directors during the meeting held on 04 March 2021.

The Group Corporate Affairs, Governance & Compliance function of the Company prepared a questionnaire that took into account the recommendations formulated by the Chairman of the Corporate Governance Committee of Borsa Italiana S.p.A. with a letter dated 22 December 2020, in order to identify, also for self-evaluation purposes, the possible developments in the governance of the Company as regards the "areas needing improvements", also in qualitative terms, identified in 2020 by the Committee.

The results of the self-evaluation for the period provided a very positive picture that did not show any critical issues as regards the functioning, the composition and the size of the Board of Directors. As regards rules and regulations of corporate governance, the Board of Directors believes that they must be defined according to the Company and the Group's requirements and in the pursuit of the objective of achieving a sustainable success. The Board of Directors has expressed its approval, on an annual basis, of the work plan prepared by the Head of Internal Audit, and assessed as positive and productive the relationships it maintains with the Board of Statutory Auditors and the Supervisory Body, pursuant to Legislative Decree 231/01, as well as with the Independent Auditors. Remuneration policies also obtained a favourable opinion. In particular, the Board believes to have properly reviewed the remuneration policies of the Company and the Group, also in terms of their suitability to achieve the sustainable success of the Company and integration of sustainability objectives relevant to the Company and the Group. A positive judgement was also expressed as regards the functioning of the Board in terms of the adequacy of the Agenda items, the information provided by the CEO on

the development and performance of the operations in execution of his mandate, the support from the Chairman and the assistance and advisory services provided by the Secretary of the Board of Directors.

The Directors also appreciate the methods applied to the distribution of and the access to the support materials for the resolutions to be passed by the Board which guarantee an adequate usability and confidentiality of the material itself that is deemed to be complete and sufficiently clear, as well as the support provided by the corporate functions that are seen as competent and precise in providing the necessary details and clarifications on specific topics. In this regard, a particular appreciation was confirmed for the level of details with which the areas that fall under the scope of the Board of Directors responsibility are managed and for the seriousness and competence with which the functions of the Company support the corporate bodies. The duration and frequency of the meetings of the Board of Directors was deemed to be adequate by the Directors. Positive feedback was also received as concerns the climate and the dynamics within the Board of Directors, the role of the Chairman of the Board and the Induction activities promoted thereby, with the cooperation of the Secretary of the Board of Directors, aimed at providing an adequate knowledge of the Company and the Group, the activities and business reference sectors, the corporate dynamics and their development, also in terms of the sustainable success of the Company, as well as the principles for an effective management of risk and the reference regulatory and selfregulatory framework. As regards composition, the professional and management competences as well as the size of the Board of Directors, a positive judgement was expressed with reference to the composition of the Board of Directors as being balanced and diversified, also in terms of the executive, non-executive and independent members as well as the professional and managerial expertise represented therein, the adequate and appropriate diversity in gender, professional training, age, geographic origin and international experience.

A positive feedback was also given about the Internal Committees of the Board of Directors (Risk Control and Sustainability Committee, Remuneration Committee and Related Party Committee), deemed to be adequate in terms of number, type, expertise of the members and efficacy in the performance of their proposing and consulting roles toward the Board of Directors.

As regards the self-evaluation of the individual Board members, they have declared to have actively participated in the discussions and decisions of the Board, with independent judgement and free appreciation of the activities carried out by management, and consider that being part of the Board of Directors of the Company is stimulating, in addition to declaring to be perfectly aware of the obligations and responsibilities inherent to their functions.

In paragraph 4.2 of the Report, the criteria and policies on diversity adopted by the Board of Directors are described.

At the date of approval of the Report, the Shareholders' Meeting did not authorize general or advance derogation of the prohibition of competition under article 2390 Civil Code.

4.4 DELEGATED BODIES

Chief Executive Officers

Pursuant to article 17 of the Company By-Laws, the Board of Directors may delegate its powers, with the exclusion of those expressly reserved by law to the competence of the Board, to an Executive Committee and/or to one or more Board members and appoint power of attorney holders, also on a permanent basis, by single deeds or transactions or by categories of deeds and transactions.

The Shareholders' Meeting of 29 April 2019 appointed Fabrizio Di Amato as Chairman of the Board of Directors, thus confirming him in the position he already held during the previous Board mandate. The Board of Directors, which met on the same date at the end of the Shareholders' Meeting, confirmed Pierroberto Folgiero as CEO of the Company, thus maintaining separation of the roles of Chairman and CEO in order to ensure consistency with the previous Board mandates.

During the same meeting, the Board of Directors, while confirming Pierroberto Folgiero as General Manager of the Company, attributed to the CEO all the powers of ordinary and extraordinary Company management that are not reserved to the competence of the Board of Directors (specified in Section 4.3 of the Report) or the Chairman, to be exercised in Italy and abroad with individual signature, except where otherwise envisaged.

It is recalled that Pierroberto Folgiero has held the office of General Manager of the Company since 22 May 2012.

Pierroberto Folgiero serves as Chief Executive Officer ("CEO"), understood as the Executive Director who, by virtue of the powers granted and their actual exercise, is primarily responsible for management of the Issuer.

Specifically, the following Functions report to Pierroberto Folgiero, as Chief Executive Officer of the Company: Administration, Finance and Control, which includes the Group Planning Control and Contract Management, Group Finance, Fiscal Affairs, Sustainability Reporting, Investor Relations and Group Merger & Acquisition and Cooperation Agreements -, Human Resources, ICT and Process Excellence - which includes the following functions: Group System Quality, Group Organization, Group Security and Group Performance Improvement & Supply Chain

Excellence -, Group Special Initiatives and Regions Coordination, Legal Affairs & Contracts, Technology, Group HSE, Project Quality & Risk Management and Corporate Strategy.

In addition, Pierroberto Folgiero, as General Manager of the Company, is also responsible for defining strategic business and operational activities and initiatives to strengthen the geographical presence of the Group. For this purpose, the following functions report to Pierroberto Folgiero, in his capacity as Chief Operating Officer: North America Region, Central and South America Region Russia and Caspian Region, Middle East Region, Sub-Saharan Africa Region, North Africa Region, Indian Region, South East Asia and Australian Region.

Pierroberto Folgiero has been assigned the following powers:

• a) to determine the strategies in terms of general guidance and the development policy of Maire Tecnimont and the Group and to implement the Group acquisitions and disposals plan, defined in the strategic plans approved by the Board of Directors;
• b) to monitor the trend of Maire Tecnimont and the Group and to ensure that the organisational, administrative and accounting structure of Maire Tecnimont is suitable for the nature and size of the Company;
• c) to prepare the budgets and strategic, business (including those relating to human resources) and financial plans, as well as the investment plans of Maire Tecnimont and the Group, to be submitted to the Board of Directors, and ensure their implementation;
• d) to prepare investment proposals and extraordinary operations for which the Board of Directors is competent to resolve;
• e) to oversee the functionality of the internal control and risk management systems, defining the relevant instruments and implementation methods according to the guidelines defined by the Board of Directors;
• f) to implement the management and coordination of Group companies, also by proposing, by agreement with the Chairman, the appointment of Managing Directors of the companies directly controlled by Maire Tecnimont;
• g) to inform the Board on the work carried out in exercising the powers of attorney assigned during the Board meetings and in any case at least once a quarter.

The Chief Executive Officer is not responsible for interlocking directorate situations, as recommended by the 2018 Code under application criterion 2.C.6² , taking into account that Perroberto Folgiero holds responsibilities only within the Group.

² Pursuant to Application Criterion 2.C.6 of the Self-Regulatory Code "The Chief Executive Officer of an issuer (A) does not act as a director of another issuer (B), not belonging to the same group, of which a director of the issuer is Chief Executive Officer (A)".

Chairman of the Board of Directors

The Ordinary Shareholders' Meeting of April 29, 2019 appointed Fabrizio Di Amato as Chairman of the Board of Directors, thus confirming him in the position he already held during the previous Board mandate.

The Board of Directors met following the Shareholders' Meeting and, acknowledging the confirmation by the latter of Fabrizio Di Amato as Chairman of the Board, confirmed the powers conferred to him by the law and the By-laws, as well as the delegated powers and authorities already conferred to him in the previous mandate, as follows:

• 1) as Chairman of the Board of Directors:
• a) see to the orderly conduct of the Board of Directors' meeting, i.e.:
  • call the Board of Directors' meetings, establishing the agenda and leading the meetings;
  • communicate the items on the agenda and arrange for the Directors to be sent, sufficiently in advance, the most suitable documentation to allow their effective participation in the work of the Board;
• b) ensure adequate information flows between the Board's committees and the Board, facilitating the consistency of the decisions of the corporate bodies of the Company;
• c) act as an effective interlocutor of the Lead Independent Director, in order to incorporate the contributions of non-executive Directors and Independent Directors;
• d) oversee the definition of the strategic lines of the Company and the Group also in order to promote international growth and operational excellence programs;
• e) oversee the implementation of the Strategic Plans of the Company and the Group approved by the Board of Directors;
• f) oversee, in implementation of the guidelines issued by the Board of Directors, the work of the Internal Audit function;
• 2) as Group Corporate Affairs, Governance & Compliance and Institutional Relations Senior Executive:
• a) manage institutional relations and external relations of the Company and the Group;
• b) manage communication and initiatives to promote the image of the Company and the Group;

• c) manage and coordinate, in accordance with the guidelines of the Board of Directors, the activities of the Group Institutional Relations, Communication & Sustainability Function (formerly Institutional Affairs and Communication);

• d) oversee the correct management of corporate information;

• e) propose initiatives in favour of Directors and Statutory Auditors aimed at strengthening their knowledge of the Company and the Group ("Induction Session");
• f) without prejudice to the competence of the Board of Directors, prepare proposals relating to the corporate governance system;
• g) manage and coordinate, in implementation of the guidelines of the Board of Directors, the activities of the Group Corporate Affairs, Governance & Compliance function;
• h) oversee the fulfilment of reporting disclosure obligations in the field of non-financial information (Sustainability) of the Company and the Group.

Lastly, it should be noted that the Chairman, Fabrizio Di Amato, holds direct control of the Company through GLV Capital.

Executive Committee

At the date of this Report, the Board of Directors has not appointed an executive committee.

Disclosure to the Board

During the Financial Year, the CEO and General Manager Pierroberto Folgiero and the Chairman of the Board of Directors, Fabrizio Di Amato, reported to the Board on their work carried out by virtue of the exercise of the powers assigned them, more or less once a month.

4.5 OTHER EXECUTIVE DIRECTORS

There are no other executive Directors apart from the CEO and General Manager Pierroberto Folgiero and the Chairman of the Board of Directors Fabrizio Di Amato.

4.6 INDEPENDENT DIRECTORS

As of the date of the Report, there are five independent Directors on the Board, namely: Gabriella Chersicla, Vittoria Giustiniani, Andrea Pellegrini, Patrizia Riva and Maurizia Squinzi. The same Directors were also qualified as Independent Directors in the previous board mandate.

The Board of Directors - in implementation of the provisions of the 2018 Code and on the basis of the information available and the statements made by the parties concerned -

ascertained, in the first meeting after appointment, held on 29 April 2019, that they fulfil the requisites to be qualified as independent according to the application criteria defined in the Code and in compliance with the criteria provided for in article 147- ter, paragraph 4 of the CFA, which makes also reference to the criteria set out in article 148, paragraph 3 of the CFA, disclosing the results of said assessments to the market through a press release.

With reference to the Financial Year, in the meeting held on 5 March 2020, the Board of Directors - in implementation of the provisions of the 2018 Code - has again assessed the fulfilment of the requirements of independence for the Directors Gabriella Chersicla, Vittoria Giustiniani, Andrea Pellegrini, Patrizia Riva and Maurizia Squinzi, confirming that they can be qualified as independent pursuant to art. 147-ter, paragraph 4 of the Consolidated Law on Finance and art. 3 of the 2018 Code, in particular with reference to the application criteria 3.C.1 et seq.

The above audit was last repeated by the Board of Directors on 04 March 2021 taking into account the provisions of article 2, recommendations 6 and 7 of the 2020 Code, effective as of 01 January 2021 and to which the Company adhered on 11 February 2021. Also in this case, the Board of Directors, taking into account the information available, the declarations and any additional information made during the Board meeting by the interested parties, has assessed the existence of the requirements of independence for the Directors Gabriella Chersicla, Vittoria Giustiniani, Andrea Pellegrini, Patrizia Riva and Maurizia Squinzi, confirming, following the assessment made, that they can be qualified as independent pursuant to art. 147-ter, paragraph 4 of the CFA, and the Corporate Governance Code.

It should be noted that the recommendations under article 2, recommendation 7 of the New Code on the predetermination of quantitative and qualitative criteria to assess the significance of the relationships under letters c) and d) of the same recommendation will be assessed during the year 2021 as part of the activities aimed at aligning Maire Tecnimont's corporate governance system to the Corporate Governance Code. The decisions that will be taken in this regard will be disclosed in the Corporate Governance and Share Ownership Report that will be made available to the public during the 2022 financial year.

With reference to the audits that the Board of Statutory Auditors is required to carry out, within the scope of the tasks assigned to it by law, it should be noted that on 29 April 2019, after the appointment of the Board of Directors, and, subsequently, on 4 March and 11 March 2020, with reference to the audits carried out by the Board during the Financial Year, the Board positively verified the correct application of the assessment criteria and procedures adopted by the Board of Directors to assess the independence of its members, reporting to it the results of the audits carried out. This audit was last repeated by the Board, again with a positive outcome, in the meetings of 3 March and 4 March 2021.

The outcome of these verifications will be disclosed in this Report and in the Statutory Auditors' report to the Shareholders' Meeting prepared pursuant to article 153 CFA.

Upon appointment, the Independent Directors elected from both the Majority List and the First Minority List committed upon their appointment to promptly notify the Company of any change in the content of the declaration of independence made by the same.

As for the information regarding the meetings of the Independent Directors held during the Year, in the absence of the other Directors, reference is made to the following Section 4.7 of the Report.

4.7 LEAD INDEPENDENT DIRECTOR

On April 29, 2019, the Board of Directors, taking into account the fact that the Chairman of the Board, Fabrizio Di Amato, is the person who indirectly controls the Company, confirmed in compliance with the recommendations of article 2, Criterion 2.C.4 of the 2018 Code and confirmed by the New Code in article 3, recommendation 13 - Gabriella Chersicla as Lead Independent Director until the approval of the Company's financial statements as of 31 December 2021.

The Lead Independent Director is a point of reference for the co-ordination of the requests and contributions of non-executive directors and, in particular, of Independent Directors. The Code also establishes that the Lead Independent Director must collaborate with the Chairman of the Board of Directors in order to guarantee that Directors receive complete and prompt information. Besides, the Lead Independent Director has the right to independently or upon request of other Directors, convene specific meetings of Independent Directors to discuss matters considered to be of interest with respect to the functioning of the Board of Directors or to the Company management.

On the proposal of Lead Independent Director Gabriella Chersicla, a meeting of the Maire Tecnimont Independent Directors was held during the Financial Year, in which all Independent Directors analysed and discussed issues concerning the Company and, in particular, its adherence to the principles and recommendations of the Corporate Governance Code, expressing some preliminary assessments of opportunity in relation to the guidelines to be proposed in this regard to the Board of Directors and the measures that Maire Tecnimont will be required to put in place, during the 2021 financial year, in order to adapt its corporate governance system to the New Code.

During the period, the Lead Independent Director, Gabriella Chersicla, participated in all the meetings of the Board of Directors and in the capacity of Chairman of the Board, in all the

meetings of the Risk Control and Sustainability Committee as well as in the meetings of the Related Party Committee.

5. PROCESSING OF CORPORATE INFORMATION

On 25 January 2018, after obtaining the favourable opinion of the Risk Control and Sustainability Committee, the Board of Directors updated the following procedures:

• "Procedure for managing Inside Information and Potential Inside Information";
• "Procedure for managing the List of persons who have access to Inside Information and the List of persons who have access to Specific Potential Inside Information"; and
• "Internal Dealing Procedure".

The procedures are available on the Issuer's website www.mairetecnimont.com, in the section "Governance" – "Corporate Documents".

6. BOARD OF DIRECTORS' INTERNAL COMMITTEES

(pursuant to article 123-bis, paragraph 2, letter d), CFA)

The Board of Directors has established an internal Remuneration Committee and a Risk Control and Sustainability Committee, both with investigative, propositional and advisory functions, in accordance with the provisions of the 2018 Code, confirmed by the 2020 Code.

The functions were not distributed to the Committees differently from as recommended by the 2018 Code and, beginning in fiscal year 2021, by the New Code, nor were reserved to the entire Board of Directors, without prejudice to that described at paragraph 7 below, on the Appointments Committee.

In line with the provisions of the Consob Related-Party Regulation, the Board of Directors has established the Related-Party Committee, which has been assigned the duties and functions indicated in the Company's "Procedure for Transaction with Related-Party". Pursuant to the express resolution of the Board of Directors the principles and application criteria provided by the 2018 Code and, beginning in fiscal year 2021, by the New Code, will apply to the Company's Related-Party Committee. For additional information regarding the composition, functions and duties of this Committee and the Company's "Procedure for Transaction with Related-Party", reference is made to Section 12 of the Report.

At the date of this Report, no committees other than those provided for by the 2018 Code and, beginning in fiscal year 2021, by the New Code, or the Related-Party Committee have been established, except as specified in Section 10 of the Report with reference to the

attributions on sustainability attributed to the Risk Control and Sustainability Committee and the subsequent Section 17 of the Report ("Further corporate governance practices").

It should be noted that the recommendations under article 1, recommendation 1 of the New Code regarding the possible establishment of a committee to support the Board of Directors in the process of analysis of the issues relevant to the generation of value in the long term will be assessed during the year 2021 as part of the activities aimed at aligning Maire Tecnimont's corporate governance system to the Corporate Governance Code. The decisions that will be taken in this regard will be disclosed in the Corporate Governance and Share Ownership Report that will be made available to the public during the 2022 financial year.

7. APPOINTMENTS COMMITTEE

The Board of Directors, in accordance with the 2018 Code, resolved not to establish, consistent with the previous mandates, an Appointment Committee, taking into consideration the fact that all assessments in the area of corporate governance, including the co-opt candidatures, are jointly carried out by the entire Board of Directors, upon obtaining the opinion of the Board of Statutory Auditors, if necessary.

In addition, the provision of the By-Laws regarding election of the Board of Directors through the list voting mechanism ensures a transparent appointment procedure of Directors and the appointment of at least one Director by the minority list.

It should be noted that the recommendations under article 3, recommendation 16 of the New Code regarding the possible establishment of a committee with responsibility for appointments or, alternatively, the assignment of its functions to the entire administrative body will be assessed during the 2021 financial year as part of the activities aimed at aligning Maire Tecnimont's corporate governance system to the Corporate Governance Code. The decisions that will be taken in this regard will be disclosed in the Corporate Governance and Share Ownership Report that will be made available to the public during the 2022 financial year.

8. REMUNERATION COMMITTEE

In accordance with the provisions of article 6 of the 2018 Code, as confirmed by the 2020 Code, the Board of Directors established the Remuneration Committee.

Composition and operation of the Remuneration Committee

(pursuant to article 123-bis, paragraph 2, letter d), CFA)

The Remuneration Committee currently in office was appointed by the Board of Directors on 29 April 2019, following the Shareholders' Meeting, and will remain in office until approval of the financial statements at 31 December 2021.

In particular, the Board of Directors confirmed the previous composition of the Remuneration Committee, which therefore consists of the following members: Andrea Pellegrini, as Committee Chairman, Luigi Alfieri and Vittoria Giustiniani.

All Committee members are non-executive Directors. Moreover, Andrea Pellegrini and Vittoria Giustiniani are Independent Directors. The Board recognises that all Remuneration Committee members, considering the relevant professional profile, have an adequate knowledge and expertise in financial matters or remuneration policies.

The Remuneration Committee has its own operating regulation approved, most recently, by the Board of Directors of 29 April 2019. As envisaged in the Remuneration Committee Regulation, no Director takes part in the Remuneration Committee meetings when proposals to Board of Directors regarding their remuneration are submitted.

The Remuneration Committee Regulation gives the entire Board of Statutory Auditors the right to attend the Committee meetings.

In the year, the Remuneration Committee met 7 times, and precisely: on 19 February, 04 March, 10 March, 06 May, 17 June, 28 July and 15 December 2020. The meetings of the Remuneration Committee lasted an average of 1 hour and were regularly minuted.

The Chairman of the Remuneration Committee regularly provided information to the first Board of Directors on the activities of the Committee and on the issues covered in each meeting of the same.

For 2021, 7 meetings of the Remuneration Committee are scheduled, 3 of which have been already held, respectively, on 11 February, 3 March and 09 March 2021.

For further information on the composition and operation of the Remuneration Committee, reference is made to Table 2 annexed hereto.

All members of the Remuneration Committee have actively participated in all its meetings and in the meetings of the Board of Statutory Auditors and, invited by the Committee itself, the following have also participated: Human Resources, ICT and Process Excellence Senior Vice President Franco Ghiringhelli, Group Development & Compensation Head of Department, and for regulatory and legal profiles, representatives of the Group Corporate Affairs of the Company. The Remuneration Committee has also used the support of external consultants.

Functions of the Remuneration Committee

In accordance with the provisions of article 6 of the 2018 Code and confirmed in article 5, recommendation 25 of the 2020 Code and as also prescribed in article 3 of the Remuneration Committee Rules, the Remuneration Committee has the following tasks:

• formulate proposals to the Board of Directors for the implementation of policies regarding the remuneration of executive Directors and executives with strategic responsibilities;
• formulate proposals to the Board of Directors for the implementation of policies regarding the remuneration of the Group's Top Managers, including money and sharedbased incentive on the short and long term;
• periodically assess the adequacy, general consistency and concrete application of the policy for the remuneration of the executive Directors and executives with strategic responsibilities, availing itself, in this latter context, of the information provided by the Company CEO;
• submit proposals to the Board of Directors and express opinions regarding the remuneration of the executive Directors and other Directors holding special offices and also concerning the determination of the performance targets correlated to the variable component of their remuneration;
• monitor the implementation of decisions taken by the Board itself, verifying, in particular, the actual achievement of performance targets;
• examine in advance the annual report regarding remuneration and fees paid which listed companies are required to prepare and make available to the public before the annual Shareholders' Meeting pursuant to article 2364, paragraph 2 of the Civil Code, in accordance with applicable regulatory requirements.

In defining the proposed policy for the remuneration of Directors and Top Managers - which, also in line with Principle XV of art. 5 of the Corporate Governance Code, is functional to the pursuit of the company's sustainable success and takes into account the need to dispose, retain and motivate people with the skills and professionalism required by the role they hold in the company - the Remuneration Committee takes into account the remuneration practices widespread in the reference sectors for companies of similar size, also considering comparable foreign experiences and making use of an independent consultant if necessary.

During the year, the Remuneration Committee periodically assessed the adequacy, overall consistency and concrete application of the policy for the remuneration of Directors and Top Management.

During the Financial Year, the Remuneration Committee, supported by the Company's Human Resources, ICT and Process Excellence function, analysed the proposals that the Company

deemed it necessary to submit to the Committee in order to identify possible areas of efficiency and to contribute, within the scope of its competence, to the structural cost optimisation plan launched in the early months of the Financial Year to tackle the Covid-19 epidemic and its impact on the Group's business.

In this regard, the Board of Directors meeting held on 07 May 2020 - on the initiative of the top management and favourably received by the Remuneration Committee and the Board of Statutory Auditors for their competence - resolved to:

• suspend, for the 2020 financial year, the assignment of the objectives relating to the MBO short-term monetary incentive plans;
• suspend, on a prudential basis, the delivery to the Beneficiaries of the 2017-2019 Restricted Stock Plan of the Maire Tecnimont Shares allocated to them;
• not to execute the 2020-2022 Long-Term Incentive Plan ("2020-2022 LTI Plan"), which was approved by the Shareholders' Meeting on April 30, 2020.

The same Board of Directors of 07 May 2020, on the proposal of the Committee and having heard the opinion of the Board of Statutory Auditors for competence, resolved to proceed with the implementation of the following actions, provided for in the Policy regarding Remuneration for the year 2020 and approved by the Shareholders' Meeting of 30 April 2020:

• the conversion of the 2019-2021 Long Term Incentive Plan ("2019-2021 LTI Plan") approved by the Board of Directors on 25 July 2019 in favour of the Chief Executive Officer and some selected Senior Executives - from monetary to based on Maire Tecnimont S.p.A. Shares, desired in order to align even more closely the interests of the management with those of the Shareholders and Stakeholders with a view to creating sustainable and long-term value for the Company;
• the implementation of the 2020-2022 Employees Share Ownership Plan conceived taking as reference the previous positive experience of the Plan approved for the threeyear period 2016-2018 - confirming the will to continue identifying incentive mechanisms aimed at encouraging the participation of the generality of employees in the achievement of the objectives and the growth of the company's value in the long term, strengthening the motivation, sense of belonging and loyalty of employees to successfully face the Group's development path;
• the implementation of the new 2020-2024 Investment Plan based on financial instruments issued by NextChem ("2020-2024 NextChem Plan"), aimed at supporting the Green Acceleration project of Maire Tecnimont Group and addressed to the Managing Director and General Manager of Maire Tecnimont, to selected Top Managers and

identified key resources of the Group that are expected to significantly contribute to the success of the above mentioned project.

In addition, the Remuneration Committee reports to the Shareholders during the annual Shareholders' Meeting on the criteria adopted in the performance of its tasks pursuant to article 2364, paragraph 2, of the Italian Civil Code, where required.

In the meetings of 11 February 2021 and 03 March 2021, the Remuneration Committee first reviewed, and thereafter on 09 March 2021, expressed an opinion in favour of the approval by the Board of Directors of the 2021 Remuneration Policy and of the Report on the 2021 Policy regarding Remuneration and fees paid for the period, pursuant to article 123-ter of the CFA, that all listed companies shall prepare and make available to the public before the annual Shareholders' Meeting as per article 2364, paragraph 2 of the Civil Code, in compliance with currently applicable regulatory provisions, on the Company's website (www.mairetecnimont.com, Section "Governance" - "Shareholders' Meeting Documents" - "2021").

In the performance of its Functions, the Remuneration Committee has had access to the necessary information and corporate functions in order to accomplish its tasks relying, in particular, on the support of the Human Resources, ICT and Process Excellence, to which the Group Development & Compensation function of the Company reports.

As envisaged in article 7 of the Regulations of the Remuneration Committee, the latter may resort to external consultants for the performance of its tasks.

Maire Tecnimont, upon verifying the independence of the selected company, has availed itself of the remuneration-related advisory services provided by Willis Towers Watson, leading company in industry remuneration surveys by advisory activities and certification of corporate compensation systems.

No specific financial resources have been allocated to the Remuneration Committee since the same Committee avails itself - as above mentioned for the performance of its tasks - of the means and corporate structures of Maire Tecnimont and may avail itself of external consultants, the expenses of which are paid for by the Company up to a maximum amount from time to time established by the Company.

9. DIRECTORS' REMUNERATION

General remuneration policy

For information on the general remuneration policy, reference should be made to the Report on the 2021 Policy regarding Remuneration and fees paid, prepared pursuant to article 123ter of the CFA and made available to the public on the website of the Company (www.mairetecnimont.com, Section "Governance" - "Shareholders' Meeting Documents" - "2021"), approved by the Board of Directors on 10 March 2021, on proposal of the Remuneration Committee.

Share-based remuneration plans

The Board of Directors at the meeting of 25 July 2019 approved the 2019-2021 Long-Term Incentive Plan ("2019-2021 LTI Plan"). This Plan was generated from the need to further strengthen the retention of key resources for the achievement of the strategic objectives and the creation of sustainable value for the Shareholders and the Stakeholders, allowing the Group to look forward to stronger growth and even longer-term corporate development. The Plan, approved by the Board of Directors, provides for the assignment to the CEO and General Manager of a cash bonus at the end of the Vesting Period, based on the extent by which the performance objectives were achieved. In order to align even further the interests of management with those of the Shareholders in terms of creation of the sustainable and longterm value of the Company, using the conversion right set forth in Paragraph 5 of the Regulations of said Plan, on 11 March 2020, the Board of Directors of the Company approved, with the favourable opinion of the Remuneration Committee and having heard the opinion of the Board of Statutory Auditors for competence, the proposal to submit to the Shareholders' Meeting the conversion of the cash bonus into Maire Tecnimont S.p.A. shares, pursuant to article 114-bis of the CFA, notwithstanding the provisions set out in the Regulations, i.e. that "benefits equal to those provided for in this Plan, must be guaranteed". The Board has also confirmed the application method of the Plan, as described above. The Shareholders' Meeting of 30 April 2020 approved the conversion of the Plan from monetary to based on Maire Tecnimont S.p.A. Shares. The Board of Directors of 29 July 2020, on the proposal of the Committee and having heard the opinion of the Board of Statutory Auditors for competence, approved the Regulation of the 2019-2021 LTI Converted Plan, establishing the criterion for the conversion of the Bonus, which refers to the value of the premium indicated in the letter of participation in the Converted Plan and the value of the Maire Tecnimont S.p.A. Share determined considering the period from 16 December 2019 to 21 February 2020.

The Shareholders' Meeting of 30 April 2020 approved the introduction of the 2020-2022 Employees Share Ownership Plan, aimed at the generality of employees, designed taking as a reference the previous positive experience of the Employees Share Ownership Plan approved for the three-year period 2016-2018. On 07 May 2020, the Board of Directors resolved to implement the Plan in question and at its meeting of 29 July 2020 approved the related Regulations, setting 31 July 2020 as the date for the assignment of rights and the start of the subscription campaign.

The Shareholders' Meeting of 30 April 2020 also approved an Investment Plan in NextChem's financial instruments for the period 2020-2024 ("2020-2024 NextChem Plan"), in order to support the strategic path undertaken by Maire Tecnimont Group and the current Green Acceleration project, aimed at creating a portfolio of technologies designed to best meet the new requirements imposed by the ongoing revolution in the energy and chemical industry. This Plan is addressed to the Managing Director and General Manager of Maire Tecnimont, to selected top executives and identified key resources of the Group who are deemed to be able to contribute significantly to the success of the above-mentioned project.

For further information, reference should be made to the "Report on the 2020 Policy regarding Remuneration and fees paid" prepared pursuant to article 123-ter of the CFA and the Explanatory Report prepared pursuant to article 114-bis of the CFA and article 84-ter of the Consob Issuers' Regulation as well as the Information Document prepared pursuant to article 84-bis of the Consob Issuers' Regulation, available on the Company's website (www.mairetecnimont.com, Section "Governance" - "Shareholders' Meeting Documents" - "2020").

Remuneration of Executive Directors

For information on the policy for the remuneration of Executive Directors, see the Report on the 2021 Policy regarding Remuneration and fees paid.

Incentive mechanisms for the Head of Internal Audit and of the Responsible for preparing the Company's financial reports

Dario Michelangeli, Administration and Financial Statements Vice President of Maire Tecnimont, in his capacity as the Executive Responsible for preparing the Company's financial reports - appointed by the Board on 27 April 2016, upon the favourable opinion of the Board of Statutory Auditors - receives an additional gross annual fees of Euro 30,000, as resolved unanimously by the Board in the meeting held on 09 May 2019 and with the favourable opinion of the Remuneration Committee and the Board of Statutory Auditors which, at the meeting of 8 May 2019, deemed appropriate to review the remuneration already resolved on by the Board of Directors meeting of 12 May 2016 of an annual gross amount of Euro 15,000, proposing to raise it to Euro 30,000, as indicated above.

For the office of Executive Responsible for preparing the Company's financial reports, no specific incentive mechanisms apply.

On 14 March 2019, by a Board of Directors resolution, upon proposal of the Chairman of the Board of Directors, after receiving a favourable opinion from the Director Responsible for the

Company's Internal Control and Risk management system and the Risk Control and Sustainability Committee, having also consulted with the Board of Statutory Auditors, Erica Vasini was appointed, until revocation, as the new Head of Internal Audit of Maire Tecnimont.

The Board of Directors has conferred a mandate to the Chairman of the Board of Directors to define the remuneration package of the Head of Internal Audit, Erica Vasini, in line with the Company policies.

As regards the variable component of the remuneration package of the office in question, the Board of Directors at the meeting of 9 May 2019, upon proposal by the Remuneration Committee and upon the opinion of the Board of Statutory Auditors, has approved the proposal to assign, for 2019, to Erica Vasini, an incentive mechanism based on individual objectives related exclusively to the activities set forth in the mandate conferred thereto, pursuant to the 6.C.3 Principle of the 2018 Code.

The Board of Directors of 12 June 2019 has subsequently approved, upon proposal by the Remuneration Committee and upon consulting with the Board of Statutory Auditors, the specific objectives to be assigned to the Head of Internal Audit, Erica Vasini, reserving the right to assess the level of achievement within the first few months of 2020. The Remuneration Committee of 19 February 2020, upon obtaining the opinion of the Board of Statutory Auditors, proposed, based on the final assessment of the level of achievement of the objectives assigned, to recognise the related variable bonus. The Board of Directors, on 11 March 2020, approved, inter alia, this proposal.

On 11 March 2020, the Board of Directors, with the favourable opinion of the Remuneration Committee of 19 February 2020, having consulted the Board of Statutory Auditors and the Risk Control and Sustainability Committee as appropriate, resolved to transfer Ms. Vasini to management status, defining a level of remuneration in line with company policies.

The Board has assured that said Manager is equipped with adequate resources for the execution of the relevant responsibilities.

In continuation of the Board's decision of 07 May 2020 regarding the suspension of short-term incentive schemes, as detailed in the Report on the 2021 Policy regarding Remuneration and fees paid, the Internal Audit Manger was not assigned any targets for the year in consideration.

Remuneration of non-executive Directors

For information on the policy for the remuneration of non-executive directors, see the Report on the 2021 Policy regarding Remuneration and fees paid.

Indemnity to Directors in the case of resignation, dismissal or termination following to a take-over bid

(pursuant to article 123-bis, paragraph 1, letter i), CFA)

For information on indemnity to Directors in the case of resignation, dismissal or termination following to a take-over bid (pursuant to article 123-bis, par. 1, letter i), of the Consolidated Finance Act), reference is made to the relevant section of the Report on the 2021 Policy regarding Remuneration and fees paid.

As better represented in Paragraph 4.1 of this Report, the Board of Directors did not resolve a succession Plan.

10. RISK CONTROL AND SUSTAINABILITY COMMITTEE

In accordance with the recommendations of the 2018 Code and, starting in the financial year 2021, confirmed by the Corporate Governance Code, Maire Tecnimont's Board of Directors has set up the Risk Control and Sustainability Committee.

Composition and operation of the Risk Control and Sustainability Committee (pursuant to article 123 - bis, paragraph 2, letter d ) of the CFA)

The Risk Control and Sustainability Committee currently in office was appointed by the Board of Directors held on 29 April 2019, following the Shareholders' Meeting, and shall remain in office until the approval of the financial statements at 31 December 2021.

In particular, the Risk Control and Sustainability Committee is formed by Gabriella Chersicla, as Committee Chairman, Stefano Fiorini and Maurizia Squinzi.

All Committee members are non-executive Directors and Gabriella Chersicla and Maurizia Squinzi are also qualified as Independent Directors. The Board recognises that all Risk Control and Sustainability Committee members, considering the relevant professional profile, have an adequate knowledge and expertise in financial and accounting or risk management matters.

It is recalled that the Risk Control and Sustainability Committee appointed by the Board of Directors on 27 April 2016 and in office until 29 April 2019 was composed of: Gabriella Chersicla, as Committee Chairwoman, Stefano Fiorini and Andrea Pellegrini. All members of the Committee, in its previous composition, were non-executive Directors and Gabriella Chersicla and Andrea Pellegrini, moreover, qualified as Independent Directors.

The Risk Control and Sustainability Committee has its own operating regulation, approved by the Board of Directors most recently on 29 April 2019.

During the year, the Risk Control and Sustainability Committee met 9 times, on 18 January, 5 March, 10 March, 6 May, 17 June, 28 July, 23 September, 10 November and 15 December 2020. The meetings of the Risk Control and Sustainability Committee lasted an average of 2 hours and 9 minutes and were regularly minuted. The Chairman of the Risk Control and Sustainability Committee regularly provided information to the first Board of Directors on the activities of the Committee and on the issues covered in each meeting of the same.

For the Financial Year 2021, 11 meetings of the Risk Control and Sustainability Committee are scheduled, 3 of which were held, respectively, on 10 February, 03 March and 09 March 2021.

For further information on the composition and operation of the Risk Control and Sustainability Committee, reference is made to Table 2 annexed hereto.

The meetings of the Risk Control and Sustainability Committee are regularly attended by the Board of Statutory Auditors, the Chief Executive Officer, and in the capacity of Director responsible for the internal control and risk management system, by the Chief Financial Officer of the Group, the Executive Responsible for preparing the Company's financial reports, the Head of the Group Corporate Affairs, Governance & Compliance, and from time to time upon invitation of the Committee itself and regarding some specific items of the Agenda, representatives of the Independent Auditors, the Group General Counsel, the Head of Internal Audit, the Head of Group HSE, Project Quality & Risk Management, the Head of Sustainability Reporting and the Supervisory Body pursuant to Legislative Decree 231/2001 and, in general, depending on the items on the Agenda to be discussed, Top Executives of the Company and external consultants.

Functions attributed to the Risk Control and Sustainability Committee

Based on the recommendations contained in the 2018 Code and confirmed by the 2020 Code and in compliance with article 3 of the Risk Control and Sustainability Committee Regulation of Maire Tecnimont, the Risk Control and Sustainability Committee:

• a) assists the Board in the fulfilment of the tasks entrusted to it by the Corporate assists the Board of Directors in carrying out the tasks entrusted to the same by the Code and the law relating to internal control and risk management, namely:
• (i) definition of the guidelines to be used for the internal control and risk management system, so that the main risks concerning the Company and its subsidiaries, including all risks that can be relevant with a view to sustainability in the medium to long term of the activity of the Company and the Group, are properly identified and also adequately measured, managed and monitored,

determining the level of compatibility of said risks with a business management consistent with the strategic objectives identified;

• (ii) periodic assessment, at least once a year, of the adequacy of the internal control and risk management system with respect to the Company's characteristics and risk profile as well as of its efficacy;
• (iii) approval at least once a year of the audit plan prepared by the Head of Internal Auditor function, having consulted with the Board of Statutory Auditors and the Director Responsible for the internal control and risk management system;
• (iv) description, in the annual report on corporate governance, of the main characteristics of the internal control and risk management system and the methods of coordination between the entities involved, and for the assessment of adequacy of the same;
• (v) preliminary assessment of the additional Report, pursuant to article 11 of EU Regulation no. 537/2014, on the results of the auditing activity that the Board of Statutory Auditors is required to send, together with any observations, to the Board of Directors;
• b) expresses to the Board of Directors its opinion on the appointment, revocation and remuneration of the Head of the Internal Audit function and on the adequacy of the resources guaranteed to the same for the performance of the relevant tasks;
• c) in collaboration with the Executive Responsible for preparing the Company's financial reports, after having heard the Independent Auditor and the Board of Statutory Auditors, assesses the proper application of accounting principles and their uniformity for the purposes of preparing the consolidated financial statements;
• d) expresses opinions on specific aspects relating to the identification of the Company's main risks;
• e) receives, at least every six months, evaluations and reports from the Supervisory Body on the functioning and compliance of the organization, management and control model adopted by the Company pursuant to Legislative Decree 231/2001 (the "Decree 231");
• f) reviews the periodic reports drafted by the Internal Audit function concerning the evaluation of the internal control and risk management system as well as those having particular relevance;

• g) monitors the autonomy, adequacy, efficacy and efficiency of the Internal Audit function;

• h) may ask the Internal Audit function to perform audits on specific operating areas, giving concurrent communication to the Chairman of the Board of Statutory Auditors;

• i) supports, with adequate investigations, evaluations and decisions of the Board of Directors relating to the management of risks arising out of prejudicial acts, which the Board of Directors has become aware of;
• l) carries out advisory and consultative functions with respect to the Board of Directors regarding sustainability, namely:
• (i) examines and assesses sustainability issues related to the exercise of business activity and the dynamics of interaction with stakeholders;
• (ii) examines and evaluates the system for collecting and consolidating data for the preparation of the Group's "Sustainability Report", containing the "Non-Financial Statement" pursuant to Legislative Decree 254/2016;
• (iii) preventively examines the Group "Sustainability Report" containing the "Non-Financial Statement" pursuant to Italian Legislative Decree no. 254/2016, formulating an opinion for approval by the Board of Directors;
• (iv) monitors the Company's positioning on sustainability issues, with particular reference to the Company's positioning in ethical sustainability indices;
• (v) expresses, at the request of the Board of Directors, opinions on any further sustainability issues;
• m) reports to the Board at least twice a year, on the occasion of the approval of annual and interim financial reports, on the activities carried out and on the adequacy of the internal control and risk management system.

In the Financial Year, the Control and Risk Committee examined the periodical accounting reports with special focus, together with the Executive Responsible for preparing the Company's financial reports and with the Independent Auditors, on the correct use of the accounting principles adopted and their consistency for the purposes of drafting the consolidated financial statements.

These activities were last carried out by the Committee, with reference to the draft financial statements and the consolidated financial statements at 31 December 2020, at the meeting held 09 March 2021.

Moreover, the Risk Control and Sustainability Committee, once every six months, examined the regular reports by the Head of the Internal Audit, and received the reports from the Supervisory Body on the function of and compliance with the Organisational, Management and

Control Model adopted by the Company in accordance with Legislative Decree 231/2001 (the "Model 231" or the "Model").

Every six months, it also supported the Board in evaluating the adequacy, efficacy and proper operation of the internal Control and risk management system, expressing the opinions for which they are competent, and communicated to the Board, on the occasion of the approval of the Annual and Half-Yearly Financial Report, on the investigation activities performed, also considering as reported by the Supervisory Body and Head of Internal Audit.

The Risk Control and Sustainability Committee supported the Board of Directors in the prior examination of periodic financial reports, budgets, business plan and the methodologies and results of the Group Impairment Test analysis.

The Risk Control and Sustainability Committee was also kept constantly informed about the progress of risk management activities, by the Head of Group Process, QHSE & Risk Management.

During the Financial Year, the Board of Directors did not become aware of facts detrimental to the Company and the Group.

During the Year, the Committee also promoted meetings with specific Company Functions, identified from time to time, in order to monitor the activities and processes of competence for assessment of the adequacy of the organizational, administrative and accounting structure of the Company as well as that of Tecnimont, the subsidiary having strategic relevance, with particular reference to the internal control and risk management system.

Again during the year, the Committee monitored the preparation of the Group's "Sustainability Report" for 2020, containing the "Non-Financial Statement" pursuant to Italian Legislative Decree 254/2016, examining and assessing the process used to collect and consolidate data and its consistency with the "Reporting procedure and internal control for the preparation ofthe Sustainability Report".

On 09 March 2021, the Committee also reviewed, issuing its favourable opinion for approval by the Board of Directors, the Group's "Sustainability Budget" for 2020, containing the "Nonfinancial Statement" as per Legislative Decree 254/2016.

In the performance of its functions, the Risk Control and Sustainability Committee has access to the information and corporate functions that are necessary in order to accomplish its tasks.

As envisaged in article 7 of the Risk Control and Sustainability Committee Regulation, the Committee may avail itself of external consultants for the performance of its tasks.

No specific financial resources have been allocated to the Risk Control and Sustainability Committee since the same Committee avails itself - as above mentioned - for the performance of its tasks of the Issuer's means and corporate structures and of external consultants, the

expenses of which are paid for by the Company up to a maximum amount from time to time established by the Company.

11. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

The Board defines the guidelines for the internal control and risk management system, comprising the rules, procedures and organizational structures aimed at ensuring an effective and efficient identification, measurement, management and monitoring of the main corporate risks, also with a view to contributing to their sustainable success. In particular, the Board of Directors (i) defines the guidelines to be used for the internal control and risk management system, so that the main risks regarding the Company and its subsidiaries are properly identified and also adequately measured, managed and monitored, determining the level of compatibility of said risks with a business management consistent with the identified strategic objectives; (ii) assesses, at least every six months, the adequacy of the internal control and risk management system with respect to the company's characteristics and risk profile as well as of its efficacy.

In exercising these functions, the Board of Directors avails itself of the collaboration of the Director responsible for the Internal control and risk management system - identified in the person of the CEO, Pierroberto Folgiero - and of the Risk Control and Sustainability Committee which, inter alia, periodically reviews the report prepared by the Head of the Group HSE, Project Quality & Risk Management function related to the risk profile for the commercial phase (pre-tendering, tendering/tendered) and for the executive phase (executive projects) and for the activities performed by the corporate functions (Enterprise Risk Management); it also takes into consideration the Organization and Management Models of the Company and the Group companies pursuant to Legislative Decree 231/2001, adopted therein.

The Board of Directors appointed the Head of Internal Audit, ensuring that the same is provided with adequate means to perform related functions, also from the point of view of the operating structure and the internal organization procedures for access to the information required to perform the related task.

The Company's internal control and risk management system is based on a set of procedures comprising Group Standards, Procedures and Operating Instructions, the segregation of responsibilities, the traceability of operations carried out, management control systems and powers of attorney and delegations, activation level matrices, a structured system of checks and controls blocking information systems for the most sensitive operations, a system of

checks pursuant to Law 262/2005 and the application of the Company's Code of Ethics and Model 231.

The Group adopts a risk management system integrated with the "internal control and risk management system", in order to properly ensure authenticity, accuracy, reliability and timeliness of financial information. In fact, the Group management is convinced that the financial risk management cannot be considered separately from the internal control and risk management system as both are elements of the same system and only in this way it is possible to ensure an accurate, reliable and timely financial information.

In particular, to manage risks associated with financial disclosures, the Group adopted a specific control system the details and operating methods of which are reported in the paragraph below.

Main features of the internal control and risk management system in relation to the financial reporting process

(pursuant to article 123-bis, paragraph 2, letter b), CFA)

The risk management system related to financial reporting adopted by the Group is based on the requirements of the CoSO Report model that guided its design, implementation and maintenance. This model, developed by the Committee of Sponsoring Organizations of the Treadway Commission and accepted by the Code, is characterized by the presence of the following five components:

• 1. control framework;
• 1. risk assessment;
• 1. information and communication;
• 1. control activity:
• 1. monitoring.

The administrative and accounting control model is subject to a continuous process of updating and maintenance aimed at ensuring the effectiveness and coordination of the main elements of the system with respect to the organizational and governance evolution of the Company and the Group.

During 2020 the project for the overall revision of the Segregation of Duty (SOD) system was completed, as part of which the mapping of sensitive activities, the risk matrix, the processes for updating and assigning user roles in the information systems were updated.

Phases of the internal control and risk management system in relation to the financial reporting process

For the purposes of fulfilling the obligations, pursuant to article 154- bis of the CFA, attributed to the Executive Responsible for preparing the Company's financial reports, the model for managing risks related to said reporting adopted by the Group comprises the following main categories of activities:

• identification of the scope of the Group companies and of the relevant processes in terms of potential impact on financial reporting (scoping). This assessment is carried out in relation to the specific level of relevance, in both quantitative terms, for the level of significance of the potential impact on the consolidated financial statements, and in qualitative terms (taking into account the specific risks related to the business or the process);
• the mapping, through flow charts, of the processes deemed to be most relevant for financial reporting, the identification of the Process Owners and the assessments of all related main risks and control objectives;
• the identification, for each risk related to processes deemed as relevant in terms of financial reporting, the administrative-accounting control activities and related Control Owners;
• the on-going monitoring and update of the model (processes, risks and controls) based on the organisational development of the Group, in addition to the formal periodical verification of the correct design of each process and control, with the cooperation of the Process Owners and the Control Owners;
• the periodic test of the effectiveness of the key controls. In order to ensure the independence and objectivity of the results, this activity is carried out by the Financial Controls function which reports directly to the Executive Responsible for preparing the Company's financial reports and not in a hierarchical line with the units responsible for implementing the controls.
• a reporting process to the Board of Directors, also through the Risk Control and Sustainability Committee, which guarantees, inter alia, adequate information about the results of monitoring activities carried out regarding administrative-accounting procedures;
• an attestation process to the outside, based on the reports and declarations made by the Executive Responsible for preparing the Company's financial reports in accordance with article 154-bis of the CFA jointly with the CEO (in the name and on behalf of the Board of Directors), as part of the drafting of the annual financial statements and half-

year financial report, to ensure the correctness of the accounting information that the company provides to its shareholders, third parties and the market.

In addition to the controls defined on the process level, controls operating across the Group or individual companies (Entity Level Controls) are also defined and updated as integral part of the system. These controls are monitored through a check-list that covers each of the five fundamental elements of the CoSO Report. In addition, great attention is paid to the general aspects of development and management of the information systems supporting the processes (IT General Controls - ITGC) and the automatic controls at the level of a single corporate process that is relevant for financial reporting.

The management of the Risk and Control Matrix, the activities used for the model update (periodical assessments) and the execution of the Effectiveness Tests are carried out through a dedicated IT support system.

Roles and functions involved

The risk management system related to financial reporting adopted by the Group includes the involvement of many parties in various levels of the organizational structure in order to ensure, consistent with the various responsibilities of each, the constant updating of the model over time and the maximum integration of controls with operational activities.

As a key element of the control system, the Process Owners are identified that are regularly called upon to express their opinion with respect to the design of the model for their part of competence, in terms of representation of the process and effective definition and attribution of controls.

In addition, for each control, the Control Owners that have the responsibility to oversee the effective implementation of the controls, are identified.

The operational activities for updating of the model, execution of tests and monitoring of mitigation actions of gaps are undertaken by the Executive Responsible for preparing the Company's financial reports with the help of a dedicated structure (Financial Controls), in synergistic cooperation with the Internal Audit function.

***

During the Financial Year, the Risk Control and Sustainability Committee provided the Board of Directors with regular updates on the Committee's operation, on the outcomes of the controls carried out and on the operation of the internal control and risk management system, highlighting that the latter was adequate in relation to the Issuer's size and operating and organizational structure.

On 11 March 2020, 29 July 2020, and most recently on 10 March 2021, the Board of Directors, acknowledging the reports made by the Risk Control and Sustainability Committee and also based on the report made by the Head of Internal Audit, the Supervisory Body, the Executive Responsible for preparing the Company's financial reports and the Head of Group HSE, Project Quality & Risk Management expressed an opinion of congruity, efficacy and effective operation of the internal control and risk management system.

11.1 DIRECTOR RESPONSIBLE FOR THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

On 29 April 2019, following the appointment of the new Board of Directors for the three year period 2019-2021 and in compliance with the provisions of the 2018 Code, the Board confirmed, consistent with the previous mandates, the CEO Pierroberto Folgiero as Director responsible for the internal controls and risk management system.

It should also be noted that, also for the purposes of the principles and recommendations contained in article 6 of the Corporate Governance Code, Pierroberto Folgiero holds the position of Chief Executive Officer (CEO) of the Company.

The Director in charge of the internal control and risk management system or, pursuant to the 2020 Code, the CEO:

• identifies the main company risks, taking into account the characteristics of the activities performed by the Issuer and its subsidiaries and periodically submits them to the Board;
• implements the guidelines defined by the Board of Directors, managing the planning, implementation and management of the internal control and risk management system, continuously verifying the overall suitability and effectiveness;
• also deals with the adaptation of said system to the dynamics of operating conditions and the legislative and regulatory context;
• may entrust the Internal Audit function to perform verifications on specific areas of operation and compliance with internal rules and procedures in the execution of company operations, giving simultaneous notification to the Chairman of the Board of Directors, the Chairman of the Risk Control and Sustainability Committee and the Chairman of the Board of Statutory Auditors;
• promptly reports to the Risk Control and Sustainability Committee (or to the Board of Directors) on issues and problems in the course of its activities or of which it became aware so that the Committee (or the Board) can take appropriate action;

In addition, pursuant to the 2018 Code, the Director in charge of the internal control and risk management system expresses his opinion on proposals to the Board of Directors on the appointment and removal of the manager of the Internal Audit Function.

The Company has also established an Internal Committee to oversee the internal control and risk management system (the "SCIR Committee", which has an advisory role, assisting the Director Responsible for the internal control and risk management system, with the task of aiding the corporate functions involved in the internal control and risk management system, optimising the respective processes of competence and liaising with the Group's organisational structure, in line with the company's strategic objectives.

The SCIR Committee, of which the Head of Human Resources, ICT and Process Excellence, the Chief Financial Officer of the Group, the Executive Responsible for preparing the Company's financial reports, the Head of the Group Corporate Affairs, Governance & Compliance, the General Counsel for the Group, the Head of the Internal Audit and the Head of the Group HSE, Project Quality and Risk Management are permanent members, also pursues the aim of maximising the effectiveness and efficiency of the internal control and risk management system, avoiding operative overlapping in the areas of activity in which the Functions are involved, as well as any duplication in the controls under their respective areas of competence.

11.2 HEAD OF THE INTERNAL AUDIT FUNCTION

On 14 March 2019, on the proposal of the Chairman of the Board of Directors, the Board of Directors itself, after having obtained a favourable opinion of the Director Responsible for the internal control and risk management system, and of the Risk Control and Sustainability Committee, having consulted with the Board of Statutory Auditors, resolved to appoint, until revocation, Erica Vasini as Head of Internal Audit for Maire Tecnimont.

The Head of Internal Audit is not responsible for any operational area and depends hierarchically on the Board of Directors. The Chairman of the Board of Directors, due to the competence assigned to the same, supervises, in execution of the guidelines of the Board of Directors, the activity of the Internal Audit function.

The Head of Internal Audit is responsible to verify, both continuously and in relation to specific needs and in compliance with the international standards of his profession, the operations and suitability of the internal control and risk management system through an Audit Plan approved by the Board of Directors, after consulting with Risk Control and Sustainability Committee, the Board of Statutory Auditors and the Director Responsible for the internal control and risk management system or, pursuant to the 2020 Code, the CEO, based on a structured process of analysis and prioritization of the main risks.

During the Financial Year, the Head of Internal Audit in charge, within the scope of her activities:

• has had direct access to the information needed for the performance of her duties;
• has available the resources necessary to fulfil her responsibilities.

The Head of Internal Audit has prepared the periodical reports containing adequate information on his/her activities, in addition to an assessment on the effectiveness of the internal control and risk management system. These reports were forwarded to the members of the Control Risk and Sustainability Committee, the Board of Statutory Auditors and the Chairman of the Board of Directors, as well as the Director Responsible for the internal control and risk management system.

During the period, the Head of Internal Audit:

• has carried out the audit tasks set forth in the annual Audit plan, approved by the Board of Directors on 05 March 2020. The support provided to the Supervisory Bodies for the execution of the testing program of the Organization, Management and Control Models pursuant to Legislative Decree no. 231/2001 is an integral part of the Audit Plan. The results of these activities, included in the Internal Audit report, have been shared with the Functions involved, with which the Action Plans have been defined as regards the identified areas needing improvement and the recommendations issued. These Action Plans are subject to monitoring by the Internal Audit function through follow-up activities;
• has supported the Supervisory Bodies in monitoring compliance with the Code of Ethics of the Group and the Organisation, Management and Control Models pursuant to Legislative Decree 231/01 and in carrying out assessment activities following all reports received, even if anonymous;
• has verified, as part of the Audit Plan, the reliability of information systems including accounting systems.

11.3 ORGANISATIONAL MODEL (pursuant to Legislative Decree 231/2001)

Since 2006 the Board of Directors of the Company has deemed it necessary to adopt its own a Model 231, thus meeting the need to ensure fair and transparent conditions in the conduct of business and in the management of the Company's activities, especially with regard to prevention of the offences referred to in Legislative Decree 231/2001 and appointed a collegial Supervisory Body responsible for monitoring the effectiveness and adequacy of the Model, with autonomous powers of initiative and control for this purpose.

Over time, the Board has updated the Model, most recently, with a resolution dated 25 July 2019, aligning the relative text with regulatory developments regarding the administrative responsibility of entities, social responsibility and the reporting of non-financial information, also taking into account the growth of the Group.

The Model 231 consists of a "General Part"³ and a "Special Part". In the " General Part", after a brief illustration of the legal regime concerning the entity's responsibility, an illustration is provided of the tools applied to the governance and to the internal control and risk management system adopted and implemented by the Company, of the areas exposed to the predicate offences pursuant to Decree 231 ("231 Offences"), of the disciplinary system, of the functioning and duties of the Supervisory Body that must oversee the functioning and compliance with the Model, and ensure its update with all related training and communication activities. The "Special Part" contains the "Protocols", developed with reference to each area of activity that are exposed to any of the potential 231 Offences. Each "Protocol" provides a set of rules and principles of control and conduct to be adopted and implemented in order to mitigate the risk of committing the offences of administrative liability pursuant to Legislative Decree 231/2001. In addition, there are specific information flows to the Supervisory Body and the rules of the Supervisory Body.

The rules contained in Model 231 (General Part and Special Part) of the Company are also integrated with those of the Group Code of Ethics⁴ , which expresses the principles of "corporate ethics" that Maire Tecnimont recognizes as its own and for which it requires compliance by all recipients of the Code of Ethics and Model 231. The Code of Ethics, available in Italian and English language, is a single document for the entire Group and as such all companies controlled directly or indirectly by Maire Tecnimont are required to adopt it and abide by the contents.

The Supervisory Body carries out a series of analytical and functional activities for the analysis, control and updating of the Model, in addition to training activities. It carries out its activities by means of a preliminary planning of controls that it performs on an annual basis, also through the use of information flows. Every six months it prepares a report summarising the activities carried out, which it addresses to the Board of Directors and the Board of Statutory Auditors.

With reference to the composition of the Supervisory Body, it is noted that the Board of Directors continues to deem that the functions of said body are to be conducted by a person specifically and exclusively dedicated to supervisory activities on the operation, observance

³The General Part of Model 231 of the Company is available on the website www.mairetecnimont.com, in the section "Governance - Corporate Documents".

⁴The Code of Ethics is available on website of www.mairetecnimont.com under section "Governance - Corporate Documents".

and updating of Model 231 and implementation within the Company, of the dictates of Decree 231. The Supervisory Body of Maire Tecnimont is collegial and consists of two external members, one of whom acts as Chair and Head of Internal Audit of the Group, experts in legal issues, economics and analysis of the corporate control system.

On 29 April 2019, the Company's Board of Directors, following the expiry of the mandate of the Supervisory Body then in office, appointed - under article 6, paragraph 1, letter b) of Legislative Decree 231/2001 – as members of the Supervisory Body of the Company, Franco Rossi Galante (Chairman), Iole Anna Savini (external member) and Erica Vasini (internal member). The above composition, which includes, among others, the Head of the Internal Audit function, Erica Vasini, is already in line with Recommendation 33, letter e) of art. 6 of the Corporate Governance Code⁵ , aimed at ensuring coordination between the various parties involved in the internal control and risk management system. The Supervisory Body will remain in office until approval of the financial statements as at 31 December 2021.

During the Financial Year, the Supervisory Body met 9 times. The meetings lasted, on average, 1 hour and were regularly minuted.

It should also be noted that also the Italian companies directly controlled by Maire Tecnimont (the so called "Sister Companies"), including Tecnimont, have adopted their own Model 231, which is updated in compliance with legislative and organisational changes, and have established their own Supervisory Body.

In 2020 Maire Tecnimont and the "Sister Companies" started the activities to update their Models 231 to the new regulations introduced on the subject of administrative liability of entities, also availing themselves of the support of an "Integrated Working Group"⁶ - made up of several Functions of the Parent Company - and of technical consultants specialised in this topic.

As regards the subsidiaries under Italian law, either recently established or acquired during the period, the preliminary activities for the adoption of the model continued.

In reference to the activities for the training and communication of the Model, it must be noted that, in addition to specific sessions in a classroom, for the employees of Maire Tecnimont and the Sister Companies, an on-line course is available on the e-learning platform.

⁵ Recommendation no. 33 letter e) of the Corporate Governance Code provides that "[...] If the body does not coincide with the Board of Statutory Auditors, the board of directors shall assess whether it is appropriate to appoint at least one non-executive director and/or one member of the Board of Statutory Auditors and/or the holder of the company's legal or control functions, in order to ensure coordination between the various parties involved in the internal control and risk management system".

⁶ The Integrated Work Group consists of Group Corporate Affairs, Governance & Compliance – Legal Affairs & Contracts – Group Organization, ICT & System Quality – Group HSE, Project Quality & Risk Management – Internal Audit.

In order to further strengthen the principles of conduct, monitoring and control already adopted by the Group to prevent corruption offences, during the 2020 financial year the Company also started, with the support of a law firm and involving the competent corporate Functions, the activities for the preparation of a Group Anti-Corruption policy. The Maire Tecnimont Group Anti-Corruption Policy also aims at providing a systematic framework of reference for the anti-corruption principles and rules of conduct that Maire Tecnimont Group intends to pursue.

11.4 INDEPENDENT AUDITORS

The Shareholders' Meeting held on 15 December 2015 resolved to appoint, upon proposal of the Board of Statutory Auditors and with effect from the approval of the annual financial statements at 31 December 2015, the Independent Auditors PricewaterhouseCoopers S.p.A. as the legal auditor of the account for the 2016-2024 Financial Years (i.e. the "Appointed Auditor").

Therefore, since the Ordinary Shareholders' Meeting held on 26 April 2016, which approved the annual financial statements as at 31 December 2015, the appointment for the legal audit of the Company's accounts is assigned to PricewaterhouseCoopers S.p.A., which also performs the legal audit of the accounts of the other Group companies.

As regards the assignment of the appointment for the legal audit of the Company's accounts, reference is made to the documentation on the second item of the agenda of the Ordinary Shareholders' Meeting of 15 December 2015, available to Shareholders on the Company's website www.mairetecnimont.com, in the section "Governance" - "Shareholders' Meeting Documents" - "2015".

On 06 March 2018, the Board of Directors resolved to appoint the same auditing firm, as "Designated Auditor", to audit the compliance of the "Non-Financial Statement" pursuant to Legislative Decree 254/2016.

11.5 EXECUTIVE RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORTS AND OTHER COMPANY'S ROLES AND FUNCTIONS

In compliance with the provisions of article 154-bis of the CFA and in accordance with the relevant appointment methods envisaged in article 23 of the Company By-laws, on 29 April 2019 the Board of Directors, after receiving a favourable opinion of the Board of Statutory Auditors, confirmed Dario Michelangeli, Administration and Financial Statements Vice President of Maire Tecnimont, in the capacity of the Executive Responsible for preparing the Company's financial reports, as already appointed to this office in the previous mandates.

At the time of appointment, the Board of Directors vested the Executive Responsible for preparing the Company's financial reports with all the powers and means necessary to exercise the tasks assigned to him.

It should be remembered that article 23 of the Issuer's By-laws establish that the Executive Responsible for preparing the Company's financial reports shall be appointed by the Board of Directors, following compulsory consultation with the Board of Statutory Auditors. Should the Board of Directors deviate from said opinion, it must justify its decision. Furthermore, in accordance with the Company By-laws the Executive Responsible for preparing the Company's financial reports must have an experience of at least three years in administration, finance and control and must fulfil the integrity requirements envisaged for Directors.

11.6 COORDINATION BETWEEN SUBJECTS INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

First, in line with as recommended by the 2018 Code and, starting in the financial year 2021, the Company distinguished roles and responsibilities of those involved in the internal control and risk management system, in order to optimize interaction between them and maximize efficiency of said system, avoiding duplication of work within their respective areas of activities and competence and duplication of controls.

As already mentioned in paragraph 11.1 of this Report, the Company in May 2018 has also established, with advisory duties, at the service of the Director Responsible for the internal control and risk management system, the SCIR Committee which is responsible to support the corporate functions involved in the internal control and risk management system, optimising the respective processes of competence and liaising with the Group's organisational structure, in line with the Company's strategic objectives.

Maire Tecnimont supported the corporate bodies involved in the internal control and risk management system (Board of Directors, Risk Control and Sustainability Committee, Board of Statutory Auditors and the Executive Responsible for preparing the Company's financial reports) with duties and responsibilities prescribed by laws and regulations, some corporate functions (Group HSE, Project Quality & Risk Management, Internal Audit, Group General Counsel, Group Corporate Affairs, Governance & Compliance, the Sustainability Reporting function, the Financial Controls function and the System Quality function), which form a stable part of the organizational structure. These functions operated in an integrated and interdependent manner, also under the scope of the SCIR Committee of which they are members, periodically reporting the results of their activities to the Risk Control and Sustainability Committee, permanently involving the Board of Statutory Auditors, the Chief Executive Officer, also as Director Responsible for the internal control and risk management

system, the Group Chief Financial Officer, the Executive Responsible for preparing the Company's financial reports and the Head of the Group Corporate Affairs, Governance & Compliance.

On a half-yearly basis, on the occasion of the approval of the Half-Yearly Financial Report and the Annual Financial Report, the representatives of the Appointed Auditor and the Maire Tecnimont Supervisory Body are also invited to the meetings of the Risk Control and Sustainability Committee, where they present the results of their control activities.

Moreover, with specific reference to the obligations to disclose non-financial information, as already mentioned in Section 10 of this Report, it should be noted that, in order to define roles, responsibilities, management and control methods of the reporting activities for the preparation of the "Sustainability Report", containing the "Non-financial Statement", the Company has issued the "Reporting procedure and internal control for the process of preparing the Sustainability Report ".

This Procedure has, in particular, the objective of establishing and maintaining a solid and reliable data collection and consolidation system for the preparation of the "Sustainability Report", with which Maire Tecnimont intends to ensure to its stakeholders non-financial information aimed at understanding the Group's performance and the impact of its activities. The procedure, also following the creation of the Group Sustainability Function during the Year, was updated by the Company's Board of Directors, after hearing the opinion of the Risk Control and Sustainability Committee.

The subjects involved with different responsibilities and roles in the reporting and internal control activities during the preparation process of the "Sustainability Budget" include: the Board of Directors, which is responsible to guarantee that the Declaration of a non-financial nature is drawn up and published in compliance with Legislative Decree 254/16 and the Consob Regulation implementing Legislative Decree 254/2016; the Risk Control and Sustainability Committee, the Board of Statutory Auditors which, within the scope of the functions assigned to it by the Regulations, is responsible for ensuring compliance with Legislative Decree 254/16 and the Consob Regulation implementing Legislative Decree 254/2016, the Internal Sustainability Committee, the Sustainability Reporting Function, the Group Sustainability Function, for the part under its responsibility, the Competent Functions and the Designated Auditor.

Additional opportunities for exchange of information flows are represented by the meetings between the bodies and audit functions, organized by the Board of Statutory Auditors, which may be attended from time to time by the Group General Counsel, the Heads of Group HSE, the Project Quality & Risk Management, the Internal Audit and Group Corporate Affairs, the Governance & Compliance, the representatives of the Independent Auditors and the

Designated Auditor, the members of the Supervisory Body pursuant to Legislative Decree 231/2001 and the Reporting procedure and internal control for the process of preparing the Sustainability Report.

At least annually, a meeting is also held between the Supervisory Body of the Company and the Supervisory Bodies of the Sister Companies, in order to achieve an overall view of the efficiency of the internal control and risk management system.

The Chairman of the Risk Control and Sustainability Committee is the liaison with the Board of Directors reporting to the same, continuously, on the findings of the preliminary investigation of the Committee formulated based on the information from time to time received by the parties involved in various capacities in oversight of the internal control and risk management system.

At least once a year, the Board of Directors approves the Audit Plan prepared by the Head of Internal Audit, after consulting with the Statutory Auditors and the Director Responsible of the internal control and risk management system.

The subjects involved in the internal control and risk management system, therefore, constantly operate in a coordinated and integrated manner with each other within the Company general organizational, administrative and accounting structure, with the shared goal of maximizing the efficiency of the system, to ensure the safeguarding of assets and the effectiveness of Company's processes and procedures, and to ensure the reliability of financial and non-financial information, as well as the assumption of decisions, by the Board of Directors.

Moreover, in view of the ongoing Covid-19 pandemic emergency, the frequency of meetings and opportunities for meetings and coordination between the Company's various Board of Statutory Auditors was further intensified during the Financial Year, in order to monitor and assess the evolution of the risks underlying the contingent situation as well as the measures adopted by the Company for the purpose of managing the containment of such risks.

12. DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS

In compliance with the provisions of the Consob Related-Party Regulations⁷ , the Board of Directors of the Company approved on 14 March 2018, an internal procedure for the

⁷ The Consob Related-Party Regulation was adopted with Consob resolution no. 17221 of 12.3.2010. It was most recently amended with Consob resolution no.21624 of 10 December 2020. The changes introduced to the Consob Related Parties Regulation will be effective from 1 July 2021.

management of Related-Party Transactions (the "Procedure"), available on the web site of the Issuer www.mairetecnimont.com, in the section "Governance" - "Corporate Documents".

As previously indicated in Section 4.3 of this Report, it should be noted that, following the publication of Consob Resolution No. 21624 of 10 December 2020 concerning the amendments to the Consob Related Party Regulation which will come into force as of 01 July 2021, the Company, availing itself of the transitional regime provided for this purpose, has started the activities necessary to adapt the Procedure for the Management of Related Parties Transactions to the new provisions of the Consob Related Party Regulation.

The Related-Party Committee Regulation, most recently approved by the Board of Directors on 29 April 2019 and for which the Related-Party Committee approved its adoption, governs its function and, specifically, its constitution, composition and duration (including the replacement of members who have stood down from office), identifying its functions and regulating the convening and events of meetings.

The Procedure is applied in relation to Related-Party Transactions (the concept of which is described in the relevant definitions of the Consob Related-Party Regulation, expressly referred to by the Procedure) implemented directly by the Company or through its subsidiaries.

In particular, the Procedure identifies the procedure applicable to two categories of Related Party Transactions: (i) Significant Related-Party Transactions (identified based on the criteria indicated in the Consob Related-Party Regulation) and (ii) Minor Related-Party Transactions (the concept of which is identified in the Consob Related-Party Regulation), envisaging specific provisions in relation to the initiation and approval of the same.

In compliance with the provisions of article 8 ("Procedures for significant Related-Party Transactions for companies adopting traditional and one-tier administration and control systems") of the Consob Related-Party Regulation, Significant Transactions may only be approved by the Board of Directors, and the involvement of the Related-Party Committee is also envisaged. In particular, the Related-Party Committee shall express its justified binding opinion on the Company's interest in the execution of each Significant Transaction as well as on the substantial fairness and convenience of the relevant conditions. Pursuant to art. 3, paragraph 12, should the Related-Party Committee express an opinion against the implementation of Significant Transaction, such transaction shall not be approved by the Board of Directors and, consequently, shall not be implemented. The rules of the Procedure do not establish for Significant Transactions for which the shareholders' meeting is competent that, in the event of a negative opinion of the Related-Party Committee, they may be authorised by the Shareholders' Meeting if the majority of "voting non-related shareholders"

do not rule against the transaction (referred to as a "whitewash" in the Shareholders' Meeting).

On the other hand, with regard to Minor Transactions, these may be approved by the body (CEO, Board of Directors, Shareholders' Meeting) qualified by law or by the Company By-laws to adopt the relevant decision. It is also envisaged that prior to approval of the transaction, the Related-Party Committee expresses a justified (non-binding) opinion on the Company's interest in the transaction completion as well as on the substantial fairness and convenience of the conditions envisaged.

Should Minor Transactions be approved despite the negative non-binding opinion of the Related-Party Committee, the circumstances should be disclosed, within fifteen days from the closure of each quarter, in an Information Document containing an indication of the Minor Transactions approved in the quarter of reference along with the negative non-binding opinion expressed by the Related-Party Committee, that shall be annexed to said document.

Each quarter, specific subsequent disclosure obligations requirements are envisaged for the CEO vis-a-vis the Board of Directors and the Board of Statutory Auditors on the execution of both Minor and Significant Transactions.

It is also envisaged that the Board of Directors has the right to adopt framework resolutions regarding numerous very similar transactions in relation to (i) transactions involving the supply of property, and (ii) the delivery of services, including consultancy services, in compliance with the provisions envisaged in article 12 of Consob Related- Party Regulation.

The Procedure envisages certain exemptions from its application, identified on the basis of the provisions of Consob Related-Party Regulation, including:

• Shareholders' Meeting resolutions regarding fees payable to Board members and resolutions regarding the remuneration of Directors covering particular offices (as per article 2389, paragraph 3, of the civil code and article 19 of the company By-laws);
• Transactions of Insignificant Amount (as defined in the Procedure);
• Ordinary Transactions completed under Conditions Equivalent to Market Conditions or Standard Conditions (as defined in the Procedure based on the provisions of Regulation 17221/2010);
• Shareholders' Meeting resolutions relating to remuneration for members of the Board of Statutory Auditors (pursuant to article 2402 of the Civil Code);
• Intragroup transactions or Transactions with or between subsidiaries, also jointly, in addition to those with affiliated companies, if there are no Significant Influence in the subsidiaries or affiliated companies counterparties of the transaction (as defined in the Procedure), of other related parties of Maire Tecnimont.

It is hereby specified that the Procedure envisages, both with reference to the approval of Significant Transactions and with reference to Minor Transactions (falling under the Board of Directors' competence), that the Directors shall be informed about any interest (even indirect) of the members of the corporate bodies in such transactions. The Minor Transactions falling under the competence of the CEO who is holding an interest, even on behalf of third parties, shall remain under the Board's competence. Moreover, if in relation to a Significant Transaction or a Minor Transaction any one member the Related-Party Committee may not be qualified as "Non-Related Director" (as defined in the Procedure) with respect to any given transaction, the functions pertaining to the Related-Party Committee are performed by the two other members of the Related-Party Committee, who shall adopt a unanimous decision. In the event that two members of the Related-Party Committee may not be qualified as "Non-Related Directors" (as defined in the Procedure) with respect to the transaction in question, the functions pertaining to the Related-Party Committee shall be performed by the nonrelated member of the Related-Party Committee. For lack thereof, the opinion will be given by an independent expert appointed by the Board of Directors (equivalent supervision).

Over the course of the financial year, there have been no significant transactions with related parties.

The Related-Party Committee and its duties

The Related Party Committee currently in office was appointed by the Board of Directors on 29 April 2019, following the Shareholders' Meeting, and will remain in office until approval of the financial statements at 31 December 2021.

In particular, the Board of Directors confirmed the previous composition of the Related Party Committee, which therefore consists of the following members: Gabriella Chersicla, as Committee Chairwoman, Andrea Pellegrini and Patrizia Riva. All members of the Committee are Independent Non-Executive Directors, as required by Consob's Related-Party Regulation.

In accordance with article 3 of the Procedure, the Related-Party Committee:

• a) carries out its duties in accordance with the provisions of current legislation, the Procedure, Consob Related Party Regulation and Consob Communication no. DEM/10078683 of 24 September 2010, specifically:
• (i) it can suggest that the Board of Directors make changes or supplement the Procedure;
• (ii) it has the faculty to request clarifications and additional information;
• (iii) it expresses grounded opinions on the Company's interest and, where applicable, on those of the companies it directly and/or indirectly controls involved - in the

implementation of Related-Party Transactions, whether Significant or Minor Transactions, expressing an opinion on the convenience and substantial correctness of the conditions envisaged, upon receipt of suitable, prompt information;

b) reports to the Board at least once every six months, during approval of the annual and half-year Financial Reports on its work, also on the basis of the information received from the competent offices of the Company.

During the year, the Related-Party Committee met 3 times, on 10 March, 21 May and 28 July 2020. The meetings of the Related-Party Committee lasted in average 30 minutes and were regularly minuted. The Chair of the Related-Party Committee regularly provided information to the first Board of Directors on the activities of the Committee and on the issues covered in each meeting of the same.

The Board of Statutory Auditors regularly took part in the meetings of the Related-Party Committee.

For 2021, 2 meetings of the Related-Party Committee are scheduled, one of which was already held on 09 March 2021.

13. APPOINTMENT OF STATUTORY AUDITORS

The Board of Statutory Auditors is appointed by the Company's Ordinary Shareholders' Meeting, in accordance with article 21 of the Company By-laws in compliance with the provisions of article 148 of the CFA and the relevant implementing provisions as per articles 144-quinquies and following of the Issuers' Regulation.

In particular, article 21 of the Maire Tecnimont By-Laws envisages that Statutory Auditors be appointed based on lists consisting of two sections: one for candidates for the role of Standing Statutory Auditor, the other for candidates for the role of Alternate Statutory Auditor, where candidates are listed by a progressive number. The lists can be presented by the Shareholders who possess, individually or jointly, at least 2% (two percent) of the shares entitled to vote at the Ordinary Shareholders' Meeting, or any other threshold of participation required by the regulations issued by Consob. In this respect, it shall be noted that such shareholding threshold determined by Consob for the Issuer, pursuant to article 144-quater of the Issuers' Regulation, with Managerial Resolution of the Corporate Governance Department Managers, no. 44 of 29 January 2021, is equal to 2.5%.

Lists, signed by those who submit them, must be filed at the Company's registered office at least twenty five days before that set for the Shareholders' Meeting, together with: (i) information relating to the identity of the shareholders presenting them, indicating the total

percentage of shareholding held and certification attesting to the ownership of said shareholding (it being understood that, in compliance with the provisions of article 147-ter, paragraph 1-bis, of the CFA, said certification may also be produced after the list has been deposited, provided it is within the deadline envisaged for publication of the same); (ii) declarations by means of which the individual candidates accept their nomination and certify, on their own responsibility, that there are no grounds for incompatibility and that they are in possession of the requirements envisaged in the current regulations; (iii) a curriculum vitae relating to the personal and professional characteristics of the candidates, indicating their administration and control roles in other companies; and (iv) a statement of the shareholders other than those who hold, even jointly, a controlling shareholding or relative majority shareholding, certifying the absence of any relationship pursuant to article 144-quinquies of the Consob Issuers' Regulations.

Pursuant to article 20 of the By-laws, the Board of Statutory Auditors must be composed of 3 (three) Standing Statutory Auditors and 3 (three) Alternate Statutory Auditors.

Additionally, in order to ensure gender balance in the composition of the Board of Statutory Auditors, the By-laws, art. 21 sets out provisions similar to those for the appointment of the Board of Directors. The Company, availing itself of the powers attributed to the Board of Directors by Article 15 of the By-Laws on the subject of adapting the By-Laws to regulatory provisions, will adopt the new rules on gender balance in the By-Laws in time to allow the definition and presentation of the lists of candidates for the position of Statutory Auditor and the consequent appointment of the Board of Statutory Auditors in accordance with it (in this regard, refer to paragraph 4.1 above).

The procedure for appointment of the Board of Statutory Auditors, governed by article 21 of the By-laws, provides the Standing Statutory Auditors will be elected from the first two candidates from the list obtaining the highest number of votes ("Majority List") and the first candidate from the list obtaining the second highest number of votes ("Minority List") and which has been submitted by shareholders who are not related, even indirectly, to the shareholders who submitted or voted the Majority List, and this candidate will also be appointed Chairman of the Board of Statutory Auditors. the first two alternate candidates of the Majority List and the first alternate candidate of the Minority List shall be elected Alternate Statutory Auditors.

In the case in which several lists have obtained the same number of votes, a new vote among these lists by all those present at the Shareholders' Meeting - and entitled to vote - shall take place; the candidates on the list which obtains the simple majority of votes shall be elected.

If the manner described above does not ensure the composition of the Board of Directors, in its Standing members, in compliance with applicable provisions regarding the balance

between genders, there must be, among the candidates for the office of Standing Statutory Auditor of the Majority List, the necessary replacements, according to the sequential order in which candidates are listed.

In the event of death, resignation or disqualification of a Standing Statutory Auditor from office, the same shall be replaced until the next Shareholders' Meeting, by the first Alternate Statutory Auditor belonging to the same list of the Statutory Auditor being replaced, that shall ensure compliance with the applicable provisions concerning the balance between genders.

In the event of replacement of the Chairman, the chair shall be taken, until the next Shareholders' Meeting, by the alternate member taken from the Minority List.

In the event of presentation of a single list or in the event of a tie between two or more lists, the Chairman is replaced, until the next Shareholders' Meeting, by the first Standing Statutory Auditor belonging to the list of the withdrawn Chairman.

If with the Alternate Statutory Auditors cannot complete the Board of Statutory Auditors, the Shareholders' Meeting must be convened to appoint, with the legal majorities and in accordance with legislation and regulations, additional members to the Board of Statutory Auditors.

In particular:

• if it is necessary to replace the (i) Standing Statutory Auditor and/or the Chair or (ii) the Alternate Statutory Auditor taken from the Minority List, the unelected candidates listed in the same Minority List shall be proposed for the position, regardless of the section in which their names were listed and the individual that obtains the highest number of votes in favour shall be elected;
• in the absence of candidates to be proposed according the preceding paragraph and in the event Standing Statutory Auditors and/or Alternate Statutory Auditors taken from the Majority List need to be replaced, the provisions of the Civil Code apply and the Shareholders' Meeting decides by a majority of votes.

It remains understood that, in any case of replacement, the composition of the Board of Statutory Auditors must comply with the regulation in force on gender balance.

Should lists of candidates for the appointment of the Board of Statutory Auditors not be submitted, the Shareholders' Meeting shall proceed with the appointment based on the ordinary law provisions and without list voting.

14. COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS

(pursuant to article 123- bis, paragraph 2, letters d) and d- bis), CFA)

Statutory Auditors remain in office for three financial years until the Shareholders' Meeting called to approve the Financial Statements relating to the third year of their office term.

Article 21 of the By-laws envisages that the members of the Board of Statutory Auditors must comply with the regulation in force on balance between genders.

In compliance with the legal and regulatory provisions governing said matter, the appointment of Statutory Auditors depends on their compliance with the maximum number of offices held, without prejudice to their duty to inform Consob and to resign from one or more offices where said limits have been exceeded.

The current Board of Statutory Auditors of Maire Tecnimont was appointed by the ordinary Shareholders' Meeting of 29 April 2019 and shall remain in office until the Shareholders' Meeting called to approve the Financial Statements as at 31 December 2021. Its members are: Francesco Fallacara (Chairman), Giorgio Loli and Antonia Di Bella (Standing Statutory Auditors), as well as Massimiliano Leoni, Alessandra Conte and Andrea Lorenzatti (Alternate Statutory Auditors). All the Statutory Auditors (Standing and Alternate) also held the same office in the previous term of office, with the exception of Alessandra Conte (Roberta Provasi was an Alternate Auditor until April 29, 2019).

Three lists were submitted to the ordinary Shareholders' Meeting of 29 April 2019 for the appointment of the Board of Statutory Auditors.

The Standing Statutory Auditors, Giorgio Loli and Antonia Di Bella as well as the Alternate Statutory Auditors Massimiliano Leoni and Alessandra Conte were elected from the list submitted by the shareholder GLV Capital, which obtained the favourable vote of 350,892,019 shares, accounting for 83.33% of the shares in attendance at the Shareholders' Meeting (the "Majority List"). It should be noted that among the candidates on the Majority List was also Andrea Marrocco as candidate for the office of Standing Statutory Auditor as well as Alessandra Conte and Andrea Bonelli as candidates for the office of Alternate Statutory Auditors.

The Chairman of the Board of Statutory Auditors, Francesco Fallacara, and the Alternate Statutory Auditor Andrea Lorenzatti were appointed from the list submitted jointly by the Shareholders Arca Fondi SGR S.p.A., manager of the funds Arca Azioni Italia and Arca Economia Reale Bilanciato Italia 30; Eurizon Capital SGR S.p.A., manager of the following funds: Eurizon progetto Italia 20, Eurizon pir Italia 30, Eurizon progetto Italia 70, Eurizon

azioni Italia, Eurizon pir Italia azioni, Eurizon azioni pmi Italia and Eurizon progetto Italia 40; Eurizon Capital S.A. manager of the following funds: Eurizon Fund - Equity Small Mid Cap Italy, Eurizon Fund - Equity Italy, Eurizon Fund - Equity Italy Smart Volatility; Eurizon Investment SICAV - PB Flexible Macro; Fideuram Investimenti SGR S.p.A., manager of the following funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50 and PIR Piano Bilanciato Italia 30; Interfund Sicav - Interfund Equity Italy; Mediolanum Gestione Fondi, manager of the following funds: Mediolanum Flessibile Futuro Italia and Mediolanum Flessibile Sviluppo Italia; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity and Pramerica SGR manager of the funds Mito 25 and Mito 50, holders, as at the date of submission of the lists, of 9,935,692 shares of Maire Tecnimont, with no par value, equal to 3.023% of the shares with voting rights⁸ . This List obtained the favourable vote of 9,935,692 shares, equal to 3.023% of the shares attending the Shareholders' Meeting (the "First Minority List"). It is stated that the First Minority List did not include other candidates for the office of Standing Statutory Auditor and Alternate Statutory Auditor of the Company.

An additional Minority List (the "Second Minority List") was submitted by the shareholder INARCASSA, owner of a total 4,464,888 shares of Maire Tecnimont, with no par value, equal to 1.36% of the shares with voting rights.

The three lists submitted to the Ordinary Shareholders' Meeting of 29 April 2019 for the appointment of the Board of Statutory Auditors are available on the web site of the Company (www.mairetecnimont.com, Section "Governance" – "Shareholders' Meeting Documents" – "2019").

As from the date of closure of the Financial Year, none of the members of the Board of Statutory Auditors has resigned nor have there been any changes in the composition of the Board of Statutory Auditors.

As regards the meetings (within the so-called "Induction Session" programs) with the Directors and the Statutory Auditors, recommended by the Code 2018 as well as, beginning in financial year 2021, by the Corporate Governance Code, and aimed at providing them with adequate knowledge of the sector of activity in which the Company and the Group operate, business dynamics and their evolution, the principles of proper risk management as well as the regulatory and self-regulatory reference framework, reference is made to the section of the Report on the Board of Directors (Section 4.2, paragraph "Induction Programme").

⁸ Total shareholding was therefore recalculated following the non-submission, within the legal terms, by Fideuram Asset Management (Ireland) – Fonditalia Equity Italy, of the communication/certificate concerning the ownership, as at 4 April 2019, of 365,000 shares corresponding to 0.111% of the shares with voting rights in its favour.

The remuneration of the members of Board of Statutory Auditors is commensurate to the commitment required, the importance of the role as well as the dimensional and sectoral characteristics and the company.

The composition of the Board of Statutory Auditors is adequate to ensure the independence and professionalism of its function. For further information relating to the composition of the Board of Statutory Auditors, reference is made to Table 3 annexed to this Report.

In compliance with the provisions of article 144-decies of the Issuer's Regulation, the personal and professional characteristics of each Statutory Auditor are indicated in Annex "B" hereto.

In 2020, the Board of Statutory Auditors met on 19 occasions and the meetings lasted on average one hour and 5 minutes.

The Board of Statutory Auditors has scheduled 16 meetings for 2021. At the date of approval of the Report, the Board of Statutory Auditors had met 6 times, respectively on 15 February 2021, 24 February 2021, 03 March 2021, 04 March 2021, 09 March 2021 and 10 March 2021. Following the Shareholders' Meeting that appointed it, the Board of Statutory Auditors has verified the independence of its members (in accordance with the criteria laid down by art. 148, paragraph 3 of the Consolidated Finance Act, of the Application Criteria 8.C.1 of the 2018 Code) and carried out the periodic assessment of these requirements on 12 December 2019. Following the adhesion to the New Code by the Company, the responsibility for this verification was confirmed to the Board of Statutory Auditors which, most recently, on 15 February 2021 ascertained that its members continued to meet the independence requirements, applying all the criteria set out in article 148, paragraph 3 of the Consolidated Finance Act and the New Code. On 03 March 2020, the Board of Statutory Auditors submitted to the Board of Directors the results of the periodic verifications of the permanence of the independence requirements of its members for the latter to outline them in the Report, in a manner consistent with as envisaged for Directors.

With regard to the verification carried out on the continued existence of the independence requirements of the Standing Statutory Auditor Giorgio Loli, now in his fifth term as a member of the Company's Board of Statutory Auditors, also in order to comply with the provisions of recommendation 10, article 2 of the New Code, it is hereby stated that, with reference to the circumstances envisaged in letter e) of recommendation 7 of article 2 of the New Code, also applicable to members of the Board of Statutory Auditors, the Board of Statutory Auditors has assessed the statements made by the person concerned, also taking into account his position and individual characteristics.

More specifically, the Board of Statutory Auditors - while confirming that Giorgio Loli still meets the independence requirements required by law and by self-regulatory provisions believes that the assumption provided for by the New Code, mentioned above, concerning the

lack of independence requirements, can be overcome, in view of the formal and factual reasons provided by Giorgio Loli to safeguard the integrity and objectivity of the Auditor's work.

The "Rules of conduct governing boards of statutory auditors of listed companies" issued by the National Board of Accountants and Auditors (the "Rules of Conduct") state that the Board of Statutory Auditors is required to carry out, after its appointment and subsequently with annual frequency, an evaluation about its own performance as regards the planning of its activities, the suitability of its members, the adequate composition of the body in terms of requirements of professionalism, competence, integrity and independence as well as adequate available time and resources proportionate to the complexity of the tasks (the "Self evaluation"), the results of which must be subject to specific disclosure in the Report on Corporate Governance and Ownership Structure pursuant to article 123-bis of Legislative Decree 1998/58.

The Self-evaluation for the year was carried out through specific questionnaires prepared by the Group Corporate Affairs, Governance & Compliance function of the Company which, in determining the adequacy of the composition of the Board of Statutory Auditors took into consideration the guidelines of the Corporate Governance Code.

The profiles subject to evaluation by the members of the Board of Statutory Auditors were the following: (i) evaluation of their performance as regards the planning of their activities; (ii) functioning and climate within the Board of Statutory Auditors, role of the Board of Statutory Auditors and interactions with the Appointed Auditor and the Designated Auditor, the corporate control functions, the supervisory bodies and the Boards of Statutory Auditors of the Company and the subsidiaries; (iii) adequacy of the composition of the Board of Statutory Auditors, also in terms of independence and diversity, and their professional expertise; (iv) Self evaluation of the individual Statutory Auditors.

The results from the Self-evaluation for the year were preliminarily reviewed by the afore indicated Function of the Company, shared in an aggregate form with the Board of Statutory Auditors which, in compliance with the provisions of the Rules of Conduct, kept a record of the Self evaluation process and the formalisation of its results in the "Self-evaluation Report" drawn up by the Board of Statutory Auditors for the Board of Directors of the Company (the "Self-evaluation Report").

The results of the Self evaluation for the year provided a very positive picture, not identifying any critical issues as regards the performance and planning of its activities, its functioning and the composition of the Board of Statutory Auditors, also in terms of the professional profiles of its members.

In particular, as regards the evaluation of the performance of the Board of Statutory Auditors and the planning of its activities, a very positive evaluation was expressed regarding: i) the planning of its activities which took into account, with reference to the activities carried out during the financial year, the recommendations of the 2018 Code and of the Conduct Rules and ii) the effective and timely supervisory activities carried out on transactions of particular importance for the Company and the Group based on which the Board of Statutory Auditors requested, when needed, some additional information from the Executive Directors, the corporate management and the control functions of the Company.

As regards the functioning and the climate of the Board of Statutory Auditors, its role in interacting with the Independent Auditor, the control corporate functions, the supervisory bodies and the Boards of Statutory Auditors of the Companies and of the subsidiaries, a positive judgement was expressed about: i) the climate of the meetings was evaluated as open and positive and characterised by the willingness to share opinions, even divergent ones, with the other members; ii) collaboration and team spirit characterises the performance of the Board of Statutory Auditors; iii) the relationships with the functions of the Company (and in particular with the Control functions), with the Appointed Auditor and the Designated Auditor who allow the Statutory Auditors to acquire the information they need for the fulfilment of their control obligations; iv) the support provided by the Company's functions (and, in particular, the Control functions), was evaluated as effective also thanks to the direct participation in the meetings and the detailed information and clarifications provided on specific topics; v) the meetings with the Appointed Auditor and the Designated Auditor, in particular for an exchange of information during the auditing/assurance process related to the reports/certifications under their respective areas of competence, which were deemed by the Statutory Auditors as adequate in terms of frequency, duration and informative content; vi) analysis activities carried out by the Board of Statutory Auditors as regards the additional Report issued by the Independent Auditors pursuant to article 11 of the Regulation 537/2014 and, in particular, any areas needing improvements contained therein and vii) the meetings with the Board of Statutory Auditors of the subsidiaries for an exchange of information between the control bodies regarding their administrative and control systems as well as the general performance of the Company, pursuant to article 151, paragraph 2 of CFA which, during the financial year, were regularly and effectively kept.

A positive judgement was also expressed by the Statutory Auditors regarding: i) the agenda of the meetings which were consistent with the scheduled control activities, adequate also compared with the time spent on discussion and sufficiently clear; ii) the materials requested by the Board of Statutory Auditors for carrying out control activities under their areas of responsibility, which are deemed to be complete, clear and exhaustive; iii) the method for the distribution of and access to the materials intended for the meetings of the Committees and

the Board of Directors of the Company – in which the Board participates so as to perform the control activities under its area of responsibility – which guarantee an adequate usability and confidentiality thereof; iv) regular participation of the Statutory Auditors in the meetings and time dedicated to the performance of their duties were deemed to be adequate for the diligent fulfilment of their tasks and v) exchange of information with the Supervisory Bodies pursuant to Legislative Decree 231/01 of the Company and the subsidiaries, was deemed to be adequate in terms of frequency, duration and informative content.

With reference to the adequacy of the Board of Statutory Auditors composition and professional competences, a positive judgement was also expressed as regards the composition of the Board of Statutory Auditors, deemed to be balanced and diversified, also in terms of professional competences and diversity in gender, professional training and age. The Board of Statutory Auditors, confirming that it performs a self- evaluation on the adequacy of its composition also in quantitative-qualitative terms, believes that the Board of Statutory Auditors is effectively using its professional expertise and the experience of its members.

As regards the Self-evaluation of the individual Statutory Auditors, all members of the Board of Statutory Auditors: i) declare to dedicate a sufficient amount of time to the performance of their duties in the Company; ii) believe that the positions currently held outside of Maire Tecnimont enable them to effectively perform their roles, dedicating the time necessary for their tasks; iii) consider it professionally stimulating to be part of the Board of Statutory Auditors of the Company and iv) declare to be aware of the obligations and responsibilities inherent to their role. The Statutory Auditors, overall, believe to be knowledgeable of the activities, the organisation and internal control and risk management system of the Company and the Group.

The Board of Statutory Auditors attends all Committee meetings, meets regularly with the Boards of Statutory Auditors of the subsidiaries and with the Supervisory Body of Maire Tecnimont.

The Board of Statutory Auditors, in carrying out its activities, receives regular information from the Functions of the Company responsible for the management of the internal control and risk management system (including the Head of Internal Audit) and attends meetings of the Risk Control and Sustainability Committee, to which it is invited on a permanent basis. The methods of coordination between the parties involved in various capacities in the internal control and risk management system of the Company are described in paragraph 11.6 of this Report, to which reference is made.

The Board of Statutory Auditors meets regularly for mutual exchange of information with representatives of the Appointed Auditor and Designated Auditor, the members of the

Supervisory Body pursuant to Legislative Decree 231/2001 and the Executive Responsible for preparing the Company's financial reports.

The Board of Directors of the Company, in the meeting of 10 March 2021, confirmed not to have assigned to the Board of Statutory Auditors the duties of Supervisory Body in accordance with Legislative Decree no. 231/2001 with the understanding that these functions must be performed by a subject specifically and exclusively dedicated to supervisory activities as regards the functioning, compliance with and update of the Model and implementation within the scope of the Company of the provisions under Decree 231.

It is recalled that Decree 231, as most recently amended by Italian Legislative Decree no. 135/2016, assigns to the Board of Statutory Auditors the functions of internal control committee and financial auditing which, in particular, is responsible for:

• informing the competent body of the results of the legal audit and sending to said body the additional report pursuant to article 11 of Regulation no. 537/2014, accompanied by any comments;
• monitoring the financial reporting process and presenting recommendations or proposals aimed at guaranteeing its integrity;
• monitoring the effectiveness of the internal quality control and risk management systems of the company and, where applicable, of the Internal Audit, as regards the financial information of the audited entity, without violating its independence;
• monitoring the legal audit of the annual financial statements and the consolidated financial statements, also taking into account any results and conclusions of the quality controls performed by Consob pursuant to article 26, paragraph 6, of Regulation no. 537/2014, where available;
• to verify and monitor the independence of the legally-required auditors or auditing firms pursuant to articles 10, 10-bis, 10-ter, 10-quater and 17 of Legislative Decree 39/2010 and article 6 of Regulation no. 537/2014, in particular as regards the adequacy of the provision of services other than the audit of the entity subject to it, in compliance with article 5 of this regulation;
• being responsible for the procedure for the selection of Independent Auditors or auditing firms and recommending Independent Auditors or auditing firms to be appointed pursuant to article 16 of Regulation (EU) No. 537/2014.

For further details on the activities performed during the Year by the Board of Statutory Auditors, reference is made to the report on the supervisory activity of the Board of Statutory Auditors.

Diversity policies and criteria

With specific reference to the "diversity criteria", already reflected in the current composition of the Board of Statutory Auditors and deriving from the application of the regulatory provisions and self regulation, it must be noted that: (i) a Standing Statutory Auditor and an Alternate Statutory Auditor belong to the less represented gender, in accordance with the legislation on balance between genders; (ii) without prejudice to the requirements of professionalism required by law, the training and professional development of the members of the Board of Statutory Auditors currently in office guarantees the appropriate skills to ensure the correct performance of the functions assigned to it.

It should also be noted that the Board of Directors, in the meeting held on 14 March 2019, in view of the Shareholders' Meeting convened for 29 April 2019 for the renewal of the Board of Statutory Auditors for the three years 2019-2021, defined, upon consulting with the Board of Statutory Auditors and in compliance with the provisions of the Self-Regulatory Code and due consideration of the results of the self-assessment of the Board of Statutory Auditors for the financial year 2018, guidance as to the composition of the auditing body, also in respect of diversity criteria such as age, gender balance and training and professional experience (the "Diversity Criteria and Policies of the Board of Statutory Auditors").

The Board of Statutory Auditors Diversity Criteria and Policies have been included in the Explanatory Report of the Board of Directors in the Shareholders' Meeting of 29 April 2019, drawn up pursuant to article 125-ter of the CFA and related to the appointment of the Board of Statutory Auditors for the three year period 2019-2021, made available to the public on the web site of the Company (www.mairetecnimont.com, section "Governance" – "Shareholders (shareholders' Meeting Documents)" - "2019").

On 11 March 2020, and most recently on 10 March 2021, the Board of Directors, in consultation with the Board of Statutory Auditors, confirmed the "Diversity Criteria and Policies of the Board of Statutory Auditors" to be applied to the Board of Statutory Auditors.

The Criteria and Policies applicable to the Board of Statutory Auditors on Diversity provide that, also in order to improve the understanding of the Company's organisation and of its activities, as well as for the development of an effective corporate governance, notwithstanding the law requirements applied to professionalism and gender balance: (a) the Board of Statutory Auditors is made up of different aged members; and (b) the training and professional experience of the Statutory Auditors can guarantee a balanced combination of profiles and experience, both nationally and abroad, able to ensure the correct fulfilment of all the controls assigned to the competence of the Board of Statutory Auditors.

15. RELATIONS WITH SHAREHOLDERS

The Board of Directors of Maire Tecnimont intends to continue to promote and maintain an ongoing dialogue with the shareholders and the stakeholders that are relevant for the Company, in compliance with the respective roles and also taking into account the engagement policies adopted by the institutional investors and the asset managers.

The Company has set up an Investor Relator function which ensures a correct, continuous and complete dialogue with the stakeholders, notwithstanding that the provision of documents and in general the disclosure of information regarding the Company must be carried out in compliance with the "Procedure for the management of inside information and potential inside information" adopted by Maire Tecnimont. The Responsible for the relationships with the Institutional Investors and the other Shareholders (Investor Relator) is Riccardo Guglielmetti.

The Company has established two Sections "Investors" and "Governance" in its website (www.mairetecnimont.com), easily identifiable and accessible, for publishing information concerning the Company, which are of certain importance to Shareholders and stakeholders in general.

The Issuer, for the transmission and storage of Regulated Information, has chosen to use the system called (), managed by Computershare S.p.A.

It should be noted that the contents of principle IV and recommendation 3 of the New Code concerning the definition of a policy for the management of the dialogue with the general body of shareholders will be assessed during the 2021 financial year as part of the activities aimed at aligning Maire Tecnimont's corporate governance system with the Corporate Governance Code. The decisions that will be taken in this regard will be disclosed in the Corporate Governance and Share Ownership Report that will be made available to the public during the 2022 financial year.

16. SHAREHOLDERS' MEETINGS

(pursuant to article 123- bis, paragraph 2, letter c), CFA)

With regard to Shareholder's Meeting operation, article 9 of the By-Laws envisages that the Shareholders' Meeting shall be called, pursuant to and in accordance with the law, at the Company registered office or elsewhere provided that it is in Italy, by means of notices containing the information envisaged by the currently applicable legal and regulatory provisions.

In any case, ordinary Shareholders' Meetings shall be convened within 120 (one hundred and twenty) days from the closure of the financial year or within 180 (one hundred and eighty) days, in the cases provided for by law.

The Shareholders' Meeting resolves with the attendance and voting quorums required by the law.

The Meeting is competent to decide on matters specified by the Law. It shall be clarified that article 15 of the By-Laws attributes to the Board of Directors resolutions concerning: (i) the creation and suppression of branches; (ii) which directors, in addition to those indicated in the By-laws, represent the Company; (iii) the reduction of the share capital in case of any shareholder's withdrawal; (iv) the adjustment of the Company By-laws to regulatory provisions; (v) the transfer of the registered office to another municipality in Italy; (vi) merger resolutions in the cases envisaged by articles 2505 and 2505-bis of the Civil Code, as well as divisions resolutions in the cases in which such regulations apply.

The vesting of the Board of Directors with powers that by law fall within the purview of the Shareholders' Meeting, in compliance with this article, shall not deprive the shareholders of their main powers to adopt resolutions in that area.

In accordance with article 10 of the By-Laws of Maire Tecnimont, the legal power to participate in the Meeting and exercise the right to vote shall be attested to by a communication confirming such a right delivered to the Company, which has been prepared by the intermediary in favour of the person entitled right to vote, on the basis of the accounting registration at the end of the seventh trading day which is open prior to the date fixed for the Meeting.

More specifically, article 10 establishes that: "Those with voting rights can attend shareholders' meetings. The legal power to participate in the meeting and exercise the right to vote shall be attested to by a communication confirming such a right delivered to the Company, which has been prepared by the intermediary in favour of the person entitled right to vote, on the basis of the accounting registration at the end of the seventh trading day which is open prior to the date fixed for the Meeting on first call. The communication of the intermediary referred to in this Article 10 must reach the Company by the end of the third trading day preceding the date fixed for the meeting in first call or by another deadline required by governing law and regulations from time to time in force.

All of the above without prejudice to the entitlement to speak and vote if communications have reached the Company after the above deadlines, as long as by the beginning of the meeting of each individual call.

Each shareholder entitled to attend the Shareholders' Meeting may be represented by a proxy, within the scope of and in accordance with the law. Shareholders retain the right to notify the

Company of the proxy to attend the Shareholders Meeting by transmission of same to the email address indicated in the Shareholders' Meeting notice.

Ordinary and extraordinary shareholders' meetings are governed by the relative Shareholders' Meeting Regulations approved by the shareholders in an ordinary meeting".

It is recalled that the By-Laws envisage an increase to voting rights, for a description of which reference is made to Section 2, letter d) above.

On 04 July 2007, the Company adopted, as most recently amended on 18 February 2015, a Meeting Regulation with the aim of governing the ordered and functional performance of the Shareholders' Meetings. The Maire Tecnimont Shareholder's Meeting Regulation may be consulted on the Issuer's website www.mairetecnimont.com, under the section "Governance" - "Shareholders' Meeting Documents".

In order to guarantee each shareholder the right to voice their opinion on the items under discussion, in compliance with the provisions of art. 9, Application criterion 9.C.3, of the 2018 Code, art. 16 of the Company Shareholder's Meeting Regulation rules that shareholders concerned should file the request to the Chairman, after reading of the item on the agenda to which the request refers and after the Chairman establishes the method for requests and interventions and the order thereof.

In the Year, an ordinary Shareholders' Meeting was held on 30 April 2020 and was attended by almost all Directors and by all Statutory Auditors. In particular, pursuant to article 106, paragraph 4, of Decree Law No. 18 of 17 March 2020, entitled "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency from COVID-19" (so called "Decreto Cura Italia") in order to protect all participants in the Shareholders' Meeting and to contain the risks associated with the Covid-19 health emergency, the participation of those with voting rights took place exclusively through Computershare S.p.A., appointed by the Company as Designated Representative pursuant to article 135-undecies of the CFA, and the participation of all those with voting rights in the meeting took place exclusively through teleconferencing systems which ensured identification, participation and, for those with voting rights, the exercise of their right to vote.

The Board of Directors prepared and made available to Shareholders in advance, in the manner and within the time provided by law, all documentation on the topics on the agenda.

Through the Chairman of the Board of Directors and the CEO, the Board also reported to the Shareholder's Meeting on the activities conducted and scheduled and has always attempted to provide Shareholders with the correct information so that they may be able to make informed decisions regarding Shareholders' Meeting.

The ordinary Meeting of 30 April 2020 was attended by two members of the Remuneration Committee of the Company.

During the Financial Year, the only significant change in the composition of the Issuer's shareholding structure concerned Cobas Asset Management SGIIC SA, which on 28 October 2020 declared that it held 7,607% of the Issuer's ordinary shares, equal to 5.037% of the voting rights.

With regard to the complete information relating to the relevant shareholdings in the capital of Maire Tecnimont, reference is made to Table 1 Annexed hereto.

During the Financial Year, a 26.35% decrease was recorded in the capital of the Company from Euro 813,056,429 at 30 December 2019 (last day of trading in 2019) to Euro 598,782,867 at 30 December 2020 (last day of trading in 2020).

The number of ordinary shares of the Company, i.e. 328,640,432 at 31 December 2019, did not change in the Financial Year and it did not change further as at this Report date.

It should be recalled that due to the increased voting rights envisaged by the By-Laws, the share capital of Maire Tecnimont - in accordance with article 120, paragraph 1 of the CFA and the provisions of article 6-bis of the By-Laws - is the total number of voting rights.

At 31 December 2020 the share capital of Maire Tecnimont, expressed in the number of voting rights, was 496,305,566 and it did not change as at this Report Date.

17. ADDITIONAL CORPORATE GOVERNANCE PRACTICES

(pursuant to article 123-bis, paragraph 2, letter a), CFA)

As regards corporate governance practices in addition to those indicated in the previous paragraphs and effectively applied by Maire Tecnimont, it is recalled that starting January 2018, the Risk Control and Sustainability Committee has been assigned new functions concerning sustainability, a description of which is given in paragraph 10 above.

Moreover, for the sake of completeness, it is noted that the company's organisation has the following internal committees: Coordination Committee, Commercial Committee, Region Committee, Project Development Committee, Internal Sustainability Committee and Internal Committee for the Internal Control and Risk Management System (the "SCIR Committee"). These committees perform activities in support of the CEO in the evaluation of strategic initiatives and decisions, Corporate and Business, including local content issues, with Group value and impact, related to investments, business activities and presence in geographical

areas (Regions) of the Group's interest, Project Development initiatives, sustainable business management and the optimisation of processes of internal control and risk management and coordination.

In October 2020, the Merger & Acquisition Committee was established to provide support to the Chairman of the Board of Directors and the Chief Executive Officer in the evaluation of decisions with Group impact regarding the identification and assessment of options for inorganic growth, M&A, divestments, the definition and implementation of Corporate and Business strategies, as well as the assessment of opportunities for the evolution of the industrial model.

It is also reported the presence of the Maire Tecnimont "Green Acceleration Advisory Board", a strategic advisory body assisting the Chairman of the Board of Directors and the Chief Executive Officer, with the task to further strengthen within the Group the level of awareness and knowledge concerning the energy and industrial transition, currently in process, as well as the impacts thereof. The "Green Acceleration Advisory Board" of Maire Tecnimont is responsible for promoting the Group identity as a major and innovative player in the green chemistry with the objective of becoming a reference for the development of the circular economy.

The Maire Tecnimont "Green Acceleration Advisory Board" comprises not only the Chairman of the Board of Directors and the Chief Executive Officer but also high-profile experts, both national and international, with various specific competences and expertise.

18. CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR OF REFERENCE

From the end of the Year, there no changes to be reported.

19. CONSIDERATIONS ON THE LETTER OF 22 DECEMBER 2020 FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

The letter from the Chairman of the Corporate Governance Committee of 22 December 2020 was sent on the same date to the Chairman of the Board of Directors, the Chief Executive Officer and the Chairman of the Board of Statutory Auditors of the Company.

Said letter was brought to the attention of the Risk Control and Sustainability Control Committee on 10 February 2021, the Remuneration Committee on 11 February 2021 and the Board of Directors on 11 February 2021.

As indicated in Section 4.3 of this Report, the questionnaires for the Board Evaluation for the year also took into consideration the recommendations made in the aforementioned letter.

The first recommendation of the Corporate Governance Committee is on the management of sustainability issues in business activities and, specifically: "the Committee invites the Board of Directors to integrate the sustainability of corporate activities into the definition of the strategies, the internal control and risk management system and the remuneration policy, also based on a relevance analysis of the factors that may impact the generation of value in the long term".

The Board of directors, having consulted the Risk Control and Sustainability Committee as regards the matters under its responsibility, in the meeting held on 11 February 2021 noted full compliance and concrete application of the aforesaid recommendation, having already integrated sustainability indicators in the previous financial year both in the Business Plan and in the remuneration policies and having already attributed, as from 2018, specific responsibilities also on relevant sustainability issues to the Risk Control and Sustainability Committee.

More information is available, as regards the Business Plan 2021-2025, in the Sustainability Report 2020, including the Non-Financial Statements pursuant to Legislative Decree 254/2016 and as regards the remuneration policies, in the Report on the 2020 Policy regarding Remuneration and fees paid.

The second recommendation from the Committee regards the reporting to the Board of Directors, more specifically: "the Committee invites the boards of directors to: i) explicitly determine the deadlines deemed appropriate for sending the documentation; ii) provide a clear indication in the corporate governance report of the deadlines identified and on their effective compliance; iii) not provide that these deadlines can be waived for mere confidentiality reasons.".

The Board of Directors, in the meeting of 11 February 2021, has expressed its full approval of the afore-mentioned recommendation agreeing on the importance of a correct, complete and timely information flow toward the corporate bodies, about which the Company continues to guarantee its utmost commitment and attention. Confidentiality is guaranteed with the use, by the Company, of an electronic platform dedicated to Directors and Auditors for the transmission of the necessary documentation prior to the meetings and to the internal committees. As already indicated in paragraph 4.3 of this Report, the recommendations under article 3, recommendation 11, of the New Code will be assessed during the 2021 financial year

as part of the activities aimed at aligning Maire Tecnimont's corporate governance system to the Corporate Governance Code. The decisions that will be taken in this regard will be disclosed in the Corporate Governance and Share Ownership Report that will be made available to the public during the 2022 financial year.

With the third recommendation, the Corporate Governance Committee invites the Boards of Directors to ensure a concrete and full application of the independence criteria recommended by the Code and more specifically: "the Committee invites the Board of Directors to: i) always justify on an individual basis the possible non-application of one or more independence criteria; ii) define ex-ante the quantitative and/or qualitative criteria to be used to assess the significance of the relationships under examination.".

The Board, at the meeting of 11 February 2021, has highlighted the attention placed by the Corporate Governance Committee, in general, on the independence of the Directors and, more specifically, on the application suggestions in terms of the importance of the relationships subject to evaluation for the purpose of independence certification. As already indicated in paragraph 4.6 of this Report, the recommendations under article 2, recommendation 7 of the New Code on the predetermination of quantitative and qualitative criteria to assess the materiality of the relationships under letters c) and d) of the same recommendation will be assessed during the year 2021 as part of the activities aimed at aligning Maire Tecnimont's corporate governance system to the Corporate Governance Code. The decisions that will be taken in this regard will be disclosed in the Corporate Governance and Share Ownership Report that will be made available to the public during the 2022 financial year.

The fourth recommendation of the Corporate Governance Committee relates to the selfassessment of the Board of Directors and, specifically: "the Committee invites the directors to: assess the contribution of the board to the definition of strategic plans, oversee the board review process.". With reference to this recommendation, reference should be made to the provisions already illustrated in this Report and, in particular, to the provisions indicated in paragraph 4.3.

The Corporate Governance Committee's fifth recommendation relates to the appointment and succession of directors and, specifically: "the Committee invites the Board of Directors to: i) provide a timely account of the activities carried out by the nomination committee in the event that it is unified with the remuneration committee or its functions are attributed to the full board; ii) ensure the completeness and timeliness of the proposals for resolutions functional to the process of appointing company bodies and express, at least in companies with non-concentrated ownership, an orientation on its optimal composition; iii) provide, at least in large companies, a succession plan for executive directors that identifies at least the procedures to be followed in the event of early termination of office.".

With reference to the above, reference should be made to the provisions illustrated in this Report and, in particular, to the provisions indicated in Sections 7 ("Appointment Committee") and 4.1 ("Succession Plans").

The last recommendation of the Corporate Governance Committee relates to remuneration policies and, specifically: "the Committee invites the boards of directors to: i) provide clear indications regarding the identification of the weight of the variable component, distinguishing between components linked to annual and multi-year time horizons; ii) strengthen the link between variable remuneration and long-term performance objectives, including, where relevant, also non-financial parameters; iii) limit to exceptional cases, subject to adequate explanation, the possibility of disbursing sums not linked to predetermined parameters (i.e. ad hoc bonuses); iv) define criteria and procedures for the assignment of end-of-office indemnities; v) verify that the amount of remuneration paid to non-executive directors and members of the board of statutory auditors is appropriate to the competence, professionalism and commitment required by their position.".

In this regard, the Board, having consulted with the Remuneration Committee insofar as it is competent, at its meeting of 11 February 2021, noted the full adherence and concrete application of the aforementioned recommendations, all as better represented in Section 9 of this Report as well as in the Report on the 2021 Policy regarding Remuneration and fees paid, prepared pursuant to articles 123-ter TUF and 84-ter of the Consob Issuers' Regulation, and made available to the public on the Company's website (www.mairetecnimont.com, in the "Governance" section - "Documents for Shareholders' Meetings" - "2021").

Tables

Share capital structure
	No. of shares	% of share capital	Listed ( list markets) / non-listed	Rights and obligations
Ordinary Shares	328,640,432	100	Listed on MTA organized and managed by Borsa Italiana S.p.A.	Rights and Duties pursuant to law and articles of association
Shares with multiple vote	-	-	-	-
Shares with limited voting right	-	-	-	-
Shares with no voting right	-	-	-	-
Other	-	-	-	-

Table 1: Information on the ownership structure

Other financial instruments (attributing the right to subscribe newly issued shares)
	Listed ( list markets) / non listed	No. of outstanding instruments	Category of shares subject to conversion / exercise	No. of shares subject to conversion / exercise
Convertible bonds	-	-	-	-
Warrant	-	-	-	-

As at 31/12/2020 and as at 10/03/2021

Share capital structure
Declaring party	Direct shareholder	% shareholding of total no. of ordinary shares (*)	% shareholding of share capital expressed in no. of voting rights (**)
Fabrizio DI AMATO	GLV CAPITAL S.p.A. (***)	51.018%	67.565%
COBAS Asset Management SGIIC, S.A.	COBAS Asset Management SGIIC, S.A.	7.606%	5.037%
Yousif Mohamed Ali Nasser AL NOWAIS	Arab Development Establishment (ARDECO)	4.733%	3.134%

(*) Total no. of ordinary shares: 328,640,432

(**) Share capital expressed no. of voting rights pursuant to article 120, paragraph 1 of Legislative Decree 24 February 1998, no. 58 (CFA) and as provided by article 6 bis of the Articles of Association: 496,305,566

(***) Shareholder that since 7 April 2017, has achieved the voting right increase.

Table 2: Structure of the Board of Directors and Committees

Board of Directors								RCSC		RC
Office	Members	Year of birth	Date of first appoint ment *	In office from	In office to Slate	(M/m) **	Ex ec	Non Exec	Indep. from Code	Indep from TUF	Atten danc e***	No. othe r offic es **	*	*	*	***
Chairman	Di Amato Fabrizio		1963 10.09.2007 29.04.2019		Approv. Statement 31.12.2021	M	X		NA		11/11	4
CEO • ()	Folgiero Pierroberto		1972 31.10.2012 29.04.2019		Approv. Statement 31.12.2021	M	X		NA		11/11	4
Director	Alfieri Luigi		1952 30.04.2013 29.04.2019		Approv. Statement 31.12.2021	M		X			11/11	6			(M)	7/7
Director □	Chersicla Gabriella		1962 30.04.2013 29.04.2019		Approv. Statement 31.12.2021	M		X	X	X	11/11	6	(C)	9/9
Director	Fiorini Stefano		1962 10.09.2007 29.04.2019		Approv. Statement 31.12.2021	M		X			11/11 12		(M)	9/9
Director	Giustiniani Vittoria		1964 30.04.2013 29.04.2019		Approv. Statement 31.12.2021	M		X	X	X	10/11	1			(M)	6/7
Director	Pellegrini Andrea		1964 11.06.2014 29.04.2019		Approv. Statement 31.12.2021	M		X	X	X	9/11	5			(C)	7/7
Director	Riva Patrizia		1970 30.04.2013 29.04.2019		Approv. Statement 31.12.2021	M		X	X	X	11/11	8
Director	Squinzi Maurizia		1950 27.04.2016 29.04.2019		Approv. Statement 31.12.2021	m		X	X	X	11/11	1	(M)	9/9
					Directors withdrawn/removed during the financial year
NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA		NA NA	NA	NA	NA	NA
					Quorum required for presentation of slates during final nomination: 2,5%
No. of meetings held during financial year:				BoD: 11					CRSC: 9				RC: 7
() (*)	By date of first appointment of each director is the date in which the Director has been appointed for the first time (ever) on the Board of Directors of the Company. The initial "M" indicates the Director has been elected from the majority slate. The initial "m" indicates the Director has been elected from the minority slate () The columns marked with this symbol indicate Directors' attendance at Board, Control and Risk Committee, and Remuneration Committee meetings, respectively (number of meetings attended compared to the total number of meetings where they could participate). (*) Number of offices as Director and Statutory Auditor held by the Board members in other companies listed on regulated markets, including foreign markets, financial institutions, banks, insurance companies or large businesses. The list of such companies, with reference to each
				Board member, is attached hereto as Annex A.1.

(*****) In the column marked with this symbol it is indicated that the Board member is a Committee member and the office: (C) Chairman; (M) Member.

CRSC Risk Control and Sustainability Committee

RC Remuneration Committee

• This symbol indicates the Director Responsible for the internal audit and risk management system.

() This symbol indicates the principal officer of the Company (Chief Executive Officer or CEO).

□ This symbol indicates the Lead Independent Director (LID).

Office	Members	Year of birth	Date of first appointm ent *	In office from	In office to	Slat e (M/ m) **	Indep. from Code	Atten dance ***	No. other offices ****
Chairman	Fallacara Francesco	1964	30.04.2013	29.04.2019	Approv. bilancio al 31.12.2021	m	X	19/19	16
Standing Statutory Auditor	Loli Giorgio	1939	10.09.2007	29.04.2019	Approv. bilancio al 31.12.2021	M	X	19/19	18
Standing Statutory Auditor	Di Bella Antonia	1965	30.04.2013 (*)	29.04.2019	Approv. bilancio al 31.12.2021	M	X	19/19	12
Alternate Statutory Auditor	Leoni Massimiliano	1963	10.09.2007	29.04.2019	Approv. bilancio al 31.12.2021	M	X	-	21
Alternate Statutory Auditor	Alessandra Conte (**)	1971	29.04.2019	29.04.2019	Approv. bilancio al 31.12.2021	M	X	-	21
Alternate Statutory Auditor	Lorenzatti Andrea	1975	27.04.2016	29.04.2019	Approv. bilancio al 31.12.2021	m	X	-	2
Statutory Auditors withdrawn/removed during the financial year
NA	NA	NA	NA	NA	NA	NA	NA	NA	NA
Quorum required for presentation of slates during final nomination: 2,5% No. of meetings held during financial year: 19

Table 3: Structure of the Board of Statutory Auditors

(*) By date of first appointment of each Statutory Auditor is the date in which the director has been appointed for the first time (ever) on the Board of Statutory Auditors of the Company.

(**) The initial "M" indicates the Statutory Auditor has been elected from the majority slate. The initial "m" indicates the Statutory Auditor has been elected from the minority slate.

(***) The column marked with this symbol indicates statutory auditors' attendance at the Board of Statutory Auditors' meetings (number of meetings attended compared to the total number of meetings where they could participate).

(****) Number of director or auditor offices held by the Statutory Auditors, that are relevant pursuant to art. 148-bis of the Consolidated Finance Act and its implementing provisions contained in the Consob Issuers' Regulation. Pursuant to art. 144-quinquiesdecies of the Consob Issuers' Regulation, the complete list of offices is published by Consob on its website.

(*****) Antonia Di Bella resigned his position as Standing Statutory Auditor on 11 June 2014. The shareholders' meeting on 27 April 2016 appointed Antonia Di Bella as Standing Statutory Auditor.

(******) Alessandra Conte: in office from 29 April 2019 as Alternate Statutory Auditor.

ANNEX A

CURRICULA VITAE OF MAIRE TECNIMONT S.P.A. BOARD MEMBERS

FABRIZIO DI AMATO

Born in Rome in 1963. He graduated in Political Sciences from La Sapienza University of Rome and received an honorary master's degree in Chemical Engineering from Politecnico of Milan. He is the Chairman and majority shareholder of Maire Tecnimont Group, one of the main engineering contractors in oil & gas and petrochemicals in the world. Moreover, the Group, through its subsidiary NextChem, now actively operates in the field of Green Chemistry and technologies supporting the energy transition.

He began his career as an entrepreneur at the age of 19 by setting up his first company with three employees. He built up the Maire Tecnimont Group over three decades through a process of internal growth and acquisitions. In the first 20 years he laid the basis for the development of a mid-size civil engineering group mainly operating in the Italian market. In 2004, he acquired Fiat Engineering from Fiat Group. In this way the Group switched to general contracting, with a specific focus on power generation and transportation infrastructure and reinforced its international footprint. At the end of 2005, by completing a second major acquisition, that of Tecnimont from Edison, Mr. Di Amato expanded the Group's activities to the oil, gas and petrochemicals business, with a network of subsidiaries and branch offices operating worldwide. The acquisition of Tecnimont was ranked as the second most important transaction of merging and acquisition in Italy, receiving the Award KPMG M & A in 2006.

In 2007, Maire Tecnimont started to be listed in the Milan Stock Exchange; in the same year the acquisition of 100% of the Indian subsidiary Tecnimont Private Limited was completed, reinforcing the second Group engineering hub worldwide. This is a unique example of integration and complementarity of technical excellences coming from two different countries and cultures.

In 2009 and 2010 other two important acquisitions increased the technological content of the Group: the Dutch Stamicarbon - global leader in urea technology - and the Italian KT-Kinetics Technology - main process engineering contractor in the oil&gas sector. Today, Maire Tecnimont Group is one of the major European players in the engineering & contracting, active on the global energy markets. The Group can apply a flexible business model providing advanced skills in licensing, engineering services, engineering and procurement and in EPC (Engineering, Procurement, Construction).

The Group operates through 50 companies in 45 countries. It owns more than 1,500 individual patents, having 30% market share in terms of installed capacity of polyolefin plants licensed from third parties. The Group is also market leader (54%) in the licensing of urea technology and has recognized competences in technologies to produce hydrogen, sulfur recovery and Tail Gas.

Maire Tecnimont successfully completed the largest gas treatment plant in Abu Dhabi and has been recently awarded the most important contract in its history (3.9 billion euros) for a gas treatment plant in the Amur district in the Far East region of the Russian Federation. The

Group licensed more than 250 urea production plants and built more than 190 polypropylene and polyethylene plants in the world. Maire Tecnimont has more than 9,000 professionals all over the world.

Fabrizio Di Amato plays an active role in the Italian engineering industry: from 2009 to 2011 he was President of Animp (Italian Association of Industrial Plant Engineering). In 2008 he promoted the concept of a unique representative body for the whole engineering and contracting industry through Federprogetti (the Federation of Italian plant industries), of which he was founder and served as President until May 2015. He is Vice President of Assolombarda with reference to Energy, Clusters, Supply Chains and Research Studies and since June 2019 is also Member of the Executive Committee of Assonime.

In May 2016, he was awarded the decoration of "Cavaliere del Lavoro" by the Italian President of the Republic, Sergio Mattarella.

PIERROBERTO FOLGIERO

Born in 1972 in Rome, he graduated in Economics Studies from Luiss Guido Carli University in 1995, where he is now a member of the University's Advisory Board. Chartered accountant since 1995, in 2003 he attended the Executive Education Program in General Management at INSEAD, in Fontainebleau, Paris.

He started his career at Agip Petroli (Administration, Finance and Control area), before moving to Ernst & Young as Experienced Assistant and later to PricewaterhouseCoopers as Corporate Finance Manager. In 2000, he joined WIND Telecomunicazioni S.p.A., covering positions in the Administration, Finance and Control area and in 2006, serving as Corporate Development Director. In June 2008, he joined Tirrenia di Navigazione S.p.A., as Chief Financial Officer and General Manager, where he spearheaded the shipping company's restructuring and privatization process.

He joined Maire Tecnimont Group in September 2010 as Chief Financial Officer of KT S.p.A., Group's licensor and process engineering contractor in oil&gas refining, taking up the position of Managing Director of the same Company in June 2011. In May 2012, he was appointed as Managing Director of Tecnimont S.p.A, Group's large-scale EPC contractor in hydrocarbon processing, with a leading position in petrochemicals.

In May 2012 he was appointed as Chief Operating Officer of the holding Company Maire Tecnimont S.p.A., being nominated on the following October as member of the Board of Directors and becoming Chief Executive Officer of the whole Group one year later, in May 2013.

From April 2019 he is also Managing Director of NextChem, brand new Company of the Group that operates in the field of Green Chemistry and in the energy transition supporting technologies, and holds the role of Chairman of the Supervisory Board of Stamicarbon,

licensing and IP excellency center of the Group, which is world leader in the technology for manufacturing of urea fertilizers.

LUIGI ALFIERI

Born in 1952. A graduate in Law from University of Salerno. He began his career in 1972 at Banca Commerciale Italiana, covering different positions and working in different Italian cities. In 1987 he was appointed Manager and later Bank Manager. From 2001 he continued to work for Intesa BCI Bank, first as Area Manager for Central and Southern Italy (Large Corporate Division) and then as South Area Director (Corporate Division). In 2002 he was appointed Rome Bank Director (Retail Division) of Banca Intesa. From 2005 to 2012 he was Southern Italy Area Director of Intesa Sanpaolo (Mid Corporate Direction, Corporate & Investment Banking Division). From February 2013 he works as consultant.

GABRIELLA CHERSICLA

Born in Trieste on May 2nd, 1962, she graduated in Business Economics. She is Chartered Accountant and Certified Auditor and a Member of the Corporate Governance Committee established by the Milan Association of Chartered Accountant.

She carried out her career in KPMG network, initially in the audit practice and subsequently in the Forensic practice of which she's been in charge as national leader from 2003 to 2011. Presently, she practices in Milan as an independent professional and covers the position of independent director and member of the Statutory Audit Committee in various companies.

STEFANO FIORINI

Born in Rome on 31 October 1962. He obtained a high school diploma in accountancy and business and then later an ordinary degree in legal studies from the University of Camerino. An employment consultant since 1988, in 1994 he entered the roll of chartered accountants in 1995, he also entered the roll of institutional accounts auditors at the Ministry of Justice. Since 2000 he has been on the role of business technical consultants at the Civil and Penal Court of Rome. He is specialized in corporate restructuring and in the mergers and acquisitions sector. He gained significant experience in tax litigation, court expert appraisals and in bankruptcy proceedings and has administered several companies operating in the property, airport and mineral water extraction and marketing sectors. He has held the position of statutory auditor in numerous companies.

He was awarded the diploma for participation in the Master in International Accounting Principles (IAS/IFRS).

VITTORIA GIUSTINIANI

Born in 1964, she graduated in Law in 1989 at Milan Università Statale and started her career at Mario Casella Law Firm in Milan, where she gained significant experience in corporate litigation. In 1994 she joined Cera Cappelletti Bianchi Law Firm, then Erede & Associati and finally, in 1999, Bonelli Erede Pappalardo, of which she is partner since January 1st, 2000. She focuses on the day-to-day consulting activities for a number of listed companies, with particular emphasis on corporate governance, compliance with legislation and public companies' best practice, as well as financial restructurings, issuance of financial instruments, IPOs and public tenders and exchange offers. Repeatedly reported among the most competent and qualified professional women in the Italian public and private sectors.

ANDREA PELLEGRINI

Born in Milan in 1964. He is a graduate in Business Administration at Bocconi University and has a Master in Science of Management (MBA) from the Sloan School of Management of the Massachusetts Institute of Technology - MIT.

He has spent his entire career in investment banking working for Barclays Bank, Lehman Brothers, Merrill Lynch and Nomura in New York, London and Italy. At Merrill Lynch he was Chairman of Public Sector, for Europe, Middle East & Africa & Head of Investment Banking for Italy. At Nomura, he covered the role of Country Manager and Head of Investment Banking for Italy. He has been senior advisor to Long Term Partners, an Italian management consulting firm, and senior advisor to Italiacamp, an open innovation and social impact initiative. Over the course of his career, he has worked on many landmark equity, debt and advisory transactions for American, European and, above all, Italian companies.

Currently he is senior advisor to Cassa Depositi e Prestiti S.p.A. and founding partner of Thalia Advisors, his advisory boutique. He is also independent Board Member, Chairman of the Control Risk Committee and Chairman of the Related Party Committee of ASTM S.p.A. (from February 2020 to date), independent Board Member and Member of the Operating Committee e Member of the Business Development of SIA S.p.A. (from January 2020 to date), independent Board Member and Member of the Remuneration Committee of DeA Capital Alternative Funds SGR S.p.A. (from April 2016 to date), independent Board Member, Chairman of the Remuneration Committee and Member of the Related Party Committee of Maire Tecnimont S.p.A. (from June 2014 to date) and Board Member of Fondo Interbancario di Tutela dei Depositi – FITD (from February 2021 to date). He was previously Vice Chairman of the Board of Italian Hospitality Collection S.p.A. (from December 2016 to February 2019) and independent Board Member, Chairman of the Control Risk and Sustainability Committee and Chairman of the Related Party Committee of SIAS - Società Iniziative Autostradali e Servizi S.p.A. (from April 2014 to December 2019).

PATRIZIA RIVA

Born in Milan, on July 10th, 1970. She graduated in Business Administration at the Luigi Bocconi University in 1993, obtains the PhD title in "Business, Economics & Management" at the same institution in 2000. Associate Professor at the University of Eastern Piedmont (DISEI - Department of Economics and Business Studies), Lecturer of the master's degree in business crisis and turnaround at the University of Bergamo. Registered since 1994 as Chartered Public Accountants, Auditor and court experts (CTU). Founder and senior partner of "Studio Patrizia Riva, Dottori Commercialisti e Avvocati Associati". He plays function as receivers, Temporary Receivers and Official Receivers. Vice President of APRI (Associazione Professionisti Risanamento Imprese), member of the Rordorf 2 Commission of the National Council of Chartered Accountants and Accounting Experts, member of ACM, Interprofessionale Monza, AIDC Milano and Chairman of the Statutory Auditors Board of Piquadro S.p.A. and of GVS S.p.A.

She has several national and international publications to her name dealing with economic and corporate issues.

MAURIZIA SQUINZI

Born in may 1950, currently self-employed professional specialized in finance and financial services. She plays and played the roles of consultant and executive manager in the area of general management, CFO (finance, administration and control) and business planning in complex companies operating in industrial, service and insurance industries.

At present she acts as a non-executive and independent Director and Member of Control Risk and Sustainability Committee of Maire Tecnimont S.p.A.; non-executive and Independent Director, Member of Risk Committee, Chairman of Related Party Committee as well as Chairman of Nomination Committee of Illimity Bank S.p.A. Previously, she acted as a non executive and independent Director, Chairman of Risk Committee and member of Remuneration Committee of Banca Carige S.p.A. until June 2017. She also held the position of General Manager of Mittel Group until January 2015, and member of the Executive Committee of Sorin S.p.A. until April 2015.

She participated in the financial restructuring process of the San Raffaele Hospital in Milan serving as Head of Financial & Human Resources; and as CFO responsible for the organizational restructuring and the recovery plan of Poste Italiane Group.

As Planning and Control Group Director, she worked on the financial and organizational recovery of Montedison Group.

After graduating with top marks in Economics and Business Studies from Bocconi University, she joined McKinsey & Co. Milan, working in the area of finance and financial products for about eight years.

ANNEX A.1

LIST OF OFFICES HELD BY MAIRE TECNIMONT S.P.A. BOARD MEMBERS

Name	Company	Office
DI AMATO Fabrizio	GLV Capital S.p.A.	Chairman of the Board of Directors
	Maire Investments S.p.A.	Chairman of the Board of Directors
	Armonia Holding S.r.l.	Director
	Armonia SGR S.p.A.	Director
FOLGIERO Pierroberto	Tecnimont S.p.A. (*)	Managing Director
	KT - Kinetics Technology S.p.A. (*)	Managing Director
	Stamicarbon B.V.	Chairman of the Supervisory Board
	NextChem S.p.A. (*)	Chairman of the Board of Directors (**)
ALFIERI Luigi	BiOlevano S.r.l. (*)	Director
	Maire Investments S.p.A.	Director
	LVG H S.r.l.	Chairman of the Board of Directors
	NextChem S.p.A. (*)	Chairman of the Board of Directors
	FG Life S.r.l.	Chairman of the Board of Directors
	Esperia Aviation Services S.p.A.	Chairman of the Board of Directors
CHERSICLA Gabriella	ePRICE S.p.A.	Standing Statutory Auditor
	Snam Rete Gas S.p.A.	Standing Statutory Auditor
	Fondazione Snam	Member of the Board of Chartered Public Accountants
	Illycaffè S.p.A.	Standing Statutory Auditor
	Nuova Castelli S.p.A.	Standing Statutory Auditor
	ILC La Mediterranea S.p.A.	Standing Statutory Auditor
FIORINI Stefano	Elfa Investimenti S.r.l.	Sole Director
	Emmeci S.r.l.	Director
	Esperia Aviation Services S.p.A.	Director
	Gef Aviation S.r.l.	Director
	GLV CapitaI S.p.A.	Director
	I Daini S.r.l.	Sole Director
	LVG Real Estate S.r.l.	Director
	LVG Real Estate Seconda S.r.l.	Director
	Maire Investments S.p.A.	Director
	NextChem S.p.A. (*)	Director

	Prima Investimenti S.r.l.	Sole Director
	S.T.I. S.r.l.	Sole Director
GIUSTINIANI Vittoria	Alerion Clean Power S.p.A.	Director
PELLEGRINI Andrea	ASTM S.p.A. (**)	Director
	SIA S.p.A.	Director
	DeA Capital Funds SGR S.p.A.	Director
	DUE.DI S.r.l.	Director
	Fondo Interbancario di Tutela dei Depositi – FITD (***)	Director
RIVA Patrizia	Piquadro S.p.A.	Chairman of the Board of Statutory Auditors
	GVS S.p.A.	Chairman of the Board of Statutory Auditors
	T.C.O Sud Italia S.r.l.	Alternate Statutory Auditor
	Cooper CSA S.r.l.	Alternate Statutory Auditor
	A.P.R.I - Associazione Professionisti Risanamento Imprese	Vice Chairman of the Board of Directors
	Fare x Bene Onlus	Vice Chairman of the Board of Directors
	Fondazione Marcello Morandini	Sole Chartered Auditor
	Intergea Premium S.r.l.	Sole Chartered Auditor
SQUINZI Maurizia	Illimity Bank S.p.A.	Director

(*) Company belonging to the Group headed by Maire Tecnimont S.p.A.

(**) appointed on 12 February 2020

(***) appointed on 26 February 2021

Maire Tecnimont S.p.A.

ANNEX B

CURRICULA VITAE OF MAIRE TECNIMONT S.P.A. STATUTORY AUDITORS

FRANCESCO FALLACARA

Degree in Economy at LUISS (110/110 con laude). Legal Auditor and chartered accountant in Rome.

Professional activities for own consulting office: Tax and company consulting on a continual basis with medium sized companies and company groups. President and effective auditor of auditing committees of S.p.A. and S.r.l. Independent director in S.p.A.

Registered in the list of receivers, technical consultant and appraiser at the civil and penal Tribunal of Rome.

Lecturer in "International Accounting" and "Tecniche di Bilancio Avanzato", at UNINT Università degli Studi Internazionali di Roma.

Lecturer in "Financial Accounting", degree in Business Administration, at University "Pegaso International - Higer Education Institution", Malta.

GIORGIO LOLI

Born in Livorno on 23 August 1939. He graduated in economics and business studies from the University of Bologna in 1963. He has been a chartered accountant since 1968 and is a registered legal accounts auditor. He was in professional practice from 1964 to 1972 at Peat, Marwick, Mitchell & Co. (now KPMG S.p.A.), auditors and corporate consultants, at the Milan office and at the Newark, NJ, USA office for a year, where he became partner in 1972. He left the partnership on 30 September 1998 and established his own firm where, on 1 October 1998, he opened as a chartered accountant, providing support to businesses and families of entrepreneurs, in governance, administration and control. He has provided consultancy and Italian business acquisition support for foreign groups and foreign companies on behalf of Italian groups, in addition to support for businesses and groups preparing for stock exchange listing. He has held important positions in numerous companies: among the various roles, he is chairman of the board of statutory auditors at Coesia S.p.A. and GD S.p.A., he has been chairman of the External Audit Committee at the International Monetary Fund and of the board of statutory auditors at Unicredit S.p.A.. He has also been a contract professor of business economics at Bocconi University in Milan and among others has taken part in the Aletti Commission for commercial business reform in 1980, the Consob Commission for the definition of Accounting Principles for State-Owned Businesses in 1981 and various Commissions on behalf of the National Council of Chartered Accountants.

ANTONIA DI BELLA

Antonia Di Bella was born in Drapia (Vibo Valentia). She graduated in Business Economics and Social Sciences and Master in Accounting and financial control. She is a Chartered Accountant

and a Certified Auditor. She is a member of the Insurance Technical Commission at the OIC, the Italian accounting standard setter, and a member of the Steering Committee at MIRM, Master in Insurance Risk Management in Trieste.

She is Lecturer of Accounting and management in Insurance at Università Cattolica of Milan. She first pursued her career within the KPGM network till 2006 and then from 2008 to July 2015 she was in charge of the insurance sector in Mazars S.p.A. as national leader. She leaded several consultancy team assisting Insurance group into IAS/IFRS first time adoption process and assisted investors in accounting, tax and business due diligence for insurance target.

Currently she practices in Milan as an independent professional and is of counsel at NCTM Studio Legale.

Expert in auditing the Financial Statements of companies and insurance groups, she has been a member of Statutory Auditor Boards in insurance companies and listed companies.

Currently, she is member of Board of Statutory Auditors of Maire Tecnimont S.p.A., Assicurazioni Generali S.p.A, Pininfarina S.p.A and independent director at Interpump Group S.p.A..

MASSIMILIANO LEONI

Chartered Accountant & Business Consultant qualified to the profession since April 14/04/1992 at number AA 003801, Certified Auditor member of the special Roll of the Ministry of Justice established by Ministerial Decree of 21/04/1995 at n. 32033 G.U 31 Bis. From 1990 he provides advisory and assistance in administrative – corporate and tax compliance services in favor of companies, institutions and entrepreneurial groups. In this field he provided advisory in the area of corporate refurbishments operations, transfers and reallocation of business complex. He acquired an important experience in the field of defense and fiscal representation during contentious for companies and institutions. From 1992 he is also member of Board of Statutory Auditors in Companies and Institutions. From 1998 he is partner of the Company Studio Associato Leoni-Luvisotti, providing advisory to companies in fiscal and administrative issues. From 2017 he is associated professional of the tax and corporate consulting firm Studio Ferri Minnetti & Associati s.r.l. in Rome. He accrued significant experiences in the financial/actuarial field concerning social security, pension funds and actuarial evaluations of the employee benefits though the accounting system IAS 19. He carries out also activities of technical advisory for the qualification Soa of Companies in case of transfer or rent of corporate branch upon appointment by the Court of Rome.

ALESSANDRA CONTE

Born in 1971, graduated in Business School at University of Rome 'La Sapienza' in 1995. Certified Accountant practicing from 01.03.1999 (Registered with the Association of Chartered Accountants of Rome under No. AA_006880), Statutory Auditor registered in the Register established by the Ministry of Justice n. 119058, 4th special series n.32 dated 04.21.2000. Since 1999 she has practiced as consultant in tax and corporate matters, assisting clients also in administrative matters. Over the years she has developed a particular expertise in the field of extraordinary corporate transactions and company valuations. She has also gained significant experience in tax judicial litigation, assisting companies, organizations and individuals.

Director, Statutory Auditor and Auditor in commercial companies and non-profit organizations.

ANDREA LORENZATTI

Qualified chartered accountant, member of the Italian Association of Accountants since June 25th, 2007 (registration number AA 009119), and qualified auditor entered in the Italian Register of Auditors in February 12th, 2008.

Since June 2005 he has been providing corporate, fiscal and administrative advice, focusing mainly on fiscal matters of construction companies, negotiations and property management.

He also has strong skills in extraordinary corporate transactions, in particular in the preparation of value assessments in relation to proportional partial spin-offs and contributions of business.

His professional experience also covers corporate groups, in particular he is in charge of the management and external advice of companies under the National Tax Consolidation.

For several years he has been the territory manager of fiscal assistance of the Centre of Italy for CAF IMPRESE UNICA CIDEC SRL.

Currently he is a supervisory body member of several companies (as President and member of the Board of Statutory Auditors).

Maire Tecnimont S.p.A.

ANNEX B.1

LIST OF OFFICES HELD BY MAIRE TECNIMONT S.P.A. STATUTORY AUDITORS

Name	Company	Office
FALLACARA Francesco	Pirelli & C. S.p.A.	Chairman of the Board of Statutory Auditors
	Ro.Co. Edil Romana Costruzioni Edilizie	Standing Statutory Auditor and Chartered Auditor
	Hirafilm S.r.l.	Sole Statutory Auditor and Chartered Auditor
	Banca Consulia S.p.A.	Alternate Statutory Auditor
	Capital Shuttle S.p.A.	Alternate Statutory Auditor
	Fondazione Link Campus University	Chairman of Board of Chartered Auditors
	Collegio Provinciale dei Geometri di Roma	Standing Member of Board of Chartered Auditors
	Eni Progetti S.p.A.	Standing Statutory Auditor
	ArgoGlobal Assicurazioni S.p.A.	Director
	Creval S.p.A. Gruppo Bancario Credito Valtellinese	Alternate Statutory Auditor
	GB Trucks Socio Unico S.r.l.	Sole Chartered Auditor
	NextChem S.p.A. (*)	Standing Statutory Auditor
	SIBI S.r.l.	Sole Chartered Auditor
	I Casali del Pino S.r.l.	Sole Chartered Auditor
LOLI Giorgio	Coesia S.p.A.	Chairman of the Board of Statutory Auditors
	Coesia Finance S.p.A.	Chairman of the Board of Statutory Auditors
	Comas - Costruzione Macchine Speciali - S.p.A.	Standing Statutory Auditor
	Costruzioni Meccaniche PE.BO S.r.l.	Standing Statutory Auditor
	Decal S.p.A.	Chairman of the Board of Statutory Auditors
	Emmeci S.p.A.	Chairman of the Board of Statutory Auditors
	Flexlink System S.p.A.	Chairman of the Board of Statutory Auditors
	G. D. S.p.A.	Chairman of the Board of Statutory Auditors
	Genova High Tech S.p.A.	Chairman of the Board of Directors
	G. F. S.p.A.	Chairman of the Board of Statutory Auditors
	IPI S.p.A.	Chairman of the Board of Statutory Auditors
	Isoil Impianti S.p.A.	Chairman of the Board of Statutory Auditors
	Marina Genova Aeroporto S.r.l.	Chairman of the Board of Directors

	Prelios S.p.A.	Chairman of the Board of Statutory Auditors
	Sasib S.p.A.	Chairman of the Board of Statutory Auditors
	System Ceramic S.p.A.	Standing Statutory Auditor
	Tosilab S.p.A	Standing Statutory Auditor
	Studio 1 Automazioni S.p.A.	Standing Statutory Auditor
DI BELLA Antonia	Assicurazioni Generali S.p.A.	Standing Statutory Auditor
	Trenitalia TPER	Standing Statutory Auditor
	Interpump Group S.p.A.	Director
	BT Enia Telecomunicazioni S.p.A.	Chairman of the Board of Statutory Auditors
	Atlanet S.p.A.	Chairman of the Board of Statutory Auditors
	Yolo Group S.r.l.	Sole Statutory Auditor
	Yolo S.r.l.	Sole Statutory Auditor
	Merloni Holding S.p.A.	Standing Statutory Auditor
	Ariston Thermo S.p.A.	Standing Statutory Auditor
	Pininfarina S.p.A.	Standing Statutory Auditor
	ERPTech S.p.A.	Standing Statutory Auditor
	NST S.p.A.	Standing Statutory Auditor
LEONI Massimiliano	Met Gas Processing Technologies S.p.A. (*)	Standing Statutory Auditor
	Tecnimont S.p.A. (*)	Standing Statutory Auditor
	KT - Kinetics Technology S.p.A. (*)	Standing Statutory Auditor
	GLV Capital S.p.A.	Chairman of the Board of Statutory Auditors
	Maire Investments S.p.A.	Chairman of the Board of Statutory Auditors
	Gesal – Gestione Alberghi S.p.A.	Chairman of the Board of Statutory Auditors
	BiOlevano S.r.l. (*)	Alternate Statutory Auditor
	Transfima S.p.A. (*)	Alternate Statutory Auditor
	NextChem S.p.A. (*)	Standing Statutory Auditor
	Progetto Alfiere S.p.A. in liquidazione	Alternate Statutory Auditor
	Bio – P S.r.l. (*)	Sole Statutory Auditor
	Neosia S.p.A. (*)	Standing Statutory Auditor
	Cefalù 20 S.c. a r.l. (*)	Chairman of the Board of Statutory Auditors
	Prima Investimenti S.r.l.	Sole Statutory Auditor / Chartered Auditor

	I Daini S.r.l.	Sole Statutory Auditor / Chartered Auditor
	Met Development S.p.A. (*)	Standing Statutory Auditor
	U-COAT S.p.A. (*)	Alternate Statutory Auditor
	MyRePlast S.r.l. (*)	Standing Statutory Auditor
	Neosia Renewables S.p.A. (*)	Standing Statutory Auditor
	Esperia Aviation Services S.p.A.	Alternate Statutory Auditor
CONTE Alessandra	Enif Technologies S.p.A.	Alternate Statutory Auditor
LORENZATTI Andrea	Angelini Professional S.r.l.	Chairman of the Board of Statutory Auditors
	Angelini Holding S.r.l.	Standing Statutory Auditor

(*) Company belonging to the Group headed by Maire Tecnimont S.p.A.