REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE FY 2024

Pursuant to article 123-bis of the Legislative Decree 58 of 24 February 1998, as subsequently amended (Consolidated Finance Act "CFA").

traditional administration and control model

Issuer: MAIRE S.p.A.

Website: www.groupmaire.com

FY 2024

Approved by the Board of Directors on 4 March 2025

1		ISSUER'S PROFILE9
2	OF	INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Article 123-bis, paragraph 1, CFA) AS 31/12/202412
3		COMPLIANCE (pursuant to article 123-bis, paragraph 2, letter a), CFA)22
4	BOARD OF DIRECTORS22
	4.1	ROLE OF THE BOARD OF DIRECTORS22
	4.2	APPOINTMENT AND REPLACEMENT OF DIRECTORS (pursuant to Article 123-bis, paragraph 1, letter l), CFA)26
	4.3	MEMBERS (pursuant to article 123-bis, paragraph 2, letters d) and d-bis), CFA) 29
	4.4	OPERATION OF THE BOARD OF DIRECTORS (pursuant to article 123-bis, paragraph 2, letter d) of the CFA37
	4.5	ROLE OF THE CHAIRMAN 38
		Board Secretary40
	4.6	EXECUTIVE DIRECTORS41
		Chief Executive Officers 41
	Chairman of the Board of Directors 43
	Executive Committee 43
	Disclosure to the Board 43
		Other executive directors 43
	4.7	INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR 43
		Independent Directors43
		Lead Independent Director 46
5		MANAGEMENT OF CORPORATE INFORMATION47
6		INTERNAL BOARD COMMITTEES (pursuant to article 123-bis, paragraph 2, letter d), CFA)47
7		SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS COMMITTEE	48
	7.1	SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS48
	7.2	NOMINATING COMMITTEE52
8	REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE52
	8.1	DIRECTORS' REMUNERATION 52
		General remuneration policy 52
		Remuneration of Executive Directors53
		Share-based remuneration plans. 53
		Remuneration of non-executive Directors55
	Accrual and payment of remuneration 56
		Indemnity to Directors in the case of resignation, dismissal or employment termination, following to a take-over bid (pursuant to article 123 -bis, paragraph 1, letter i), CFA)56
	8.2	REMUNERATION COMMITTEE56

		Composition and operation of the Remuneration Committee (pursuant to article 123-bis, paragraph 2, letter d), CFA) 56
		Functions of the Remuneration Committee57
9	INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE 59
		Main characteristics of current internal audit and risk management systems in relation to the financial reporting process pursuant to article 123-bis, paragraph 2, letter b), CFA and the sustainability reporting process pursuant to Italian Legisative Decree no. 125/202461
	9.1	CHIEF EXECUTIVE OFFICER 64
	9.2	CONTROL, RISK AND SUSTAINABILITY COMMITTEE65
		Composition and operation of the Control, Risk and Sustainability Committee (pursuant to article 123-bis, paragraph 2, letter d) of the CFA) 65
		Functions attributed to the Control, Risk and Sustainability Committee 66
	9.3	HEAD OF THE GROUP INTERNAL AUDIT FUNCTION70
	9.4	ORGANISATIONAL MODEL pursuant to Legislative Decree 231/2001 71
	9.5	LEGAL AUDITING FIRM75
	9.6	MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORTS AND OTHER COMPANY'S ROLES AND FUNCTIONS77
	9.7	COORDINATION BETWEEN STAKEHOLDERS INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM79
10		DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS81
11		BOARD OF STATUTORY AUDITORS85
	11.1	APPOINTMENT AND REPLACEMENT 85
	11.2 CFA)	MEMBERS AND FUNCTIONING (pursuant to article 123-bis, paragraph 2, letters d) and d-bis), 87
		Diversity policies and criteria93
		Independence 95
	Remuneration 95
	Interest management 95
	11.3	ROLE95
12		RELATIONSHIP WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS96
13		SHAREHOLDERS' MEETINGS98
14		FURTHER CORPORATE GOVERNANCE PRACTICES (pursuant to art. 123-bis, paragraph 2, letter a), CFA)101
15		CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR OF REFERENCE 101
16	CONSIDERATIONS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE102
		TABLE 1: INFORMATION ON THE OWNERSHIP STRUCTURE AT 31/12/2024 105
		TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AT THE END OF THE FINANCIAL YEAR
		106

TABLE 3: STRUCTURE OF THE BOARD COMMITTEES AT THE END OF THE FINANCIAL YEAR 108
TABLE 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT THE END OF THE FINANCIAL YEAR110
ANNEX A) CURRICULA VITAE OF MAIRE S.P.A. BOARD MEMBERS 112
ANNEX A.1) LIST OF OFFICES HELD BY DIRECTORS OF MAIRE S.P.A. 117
ANNEX B) CURRICULA VITAE OF MAIRE S.P.A. STATUTORY AUDITORS119
ANNEX B.1) LIST OF OFFICES HELD BY THE STATUTORY AUDITORS OF MAIRE S.P.A.	122
ANNEX C) BRIDGING TABLE ON THE STATUS OF IMPLEMENTATION OF THE CODE 125

GLOSSARY

Corporate Governance Code/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.

CG Committee: the Italian Committee for the corporate governance of listed companies promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria.

Civil Code/CC: the Italian Civil Code.

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

CSRD: Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 (the "Corporate Sustainability Reporting Directive"), amending Regulation (EU) no. 537/2014, Directive 2004/109/CE, Directive 2006/43/CE and Directive 2013/34/EU on corporate sustainability reporting.

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", and further amendments and supplements.

Legislative Decree 254/2016: Italian Legislative Decree no. 254 of 30 December 2016 "Disclosure of nonfinancial information and information on diversity by some companies and large groups" repealed by Legislative Decree 125/2024.

Leg. Decree 125/2024: Italian Legislative Decree no. 125 of 6 September 2024 "Implementation of Directive 2022/2464/EU of the European Parliament and of the Council of 14 December 2022, amending Regulation 537/2014/EU, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU as regards corporate sustainability reporting", with which the CSRD was transposed into Italian legislation.

Issuer/Company/MAIRE: MAIRE S.p.A.

Financial Year: the Company's financial year ended 31 December 2024, to which the Report refers.

ESRS: the European Sustainability Reporting Standards, i.e., the set of sustainability reporting standards developed by the EFRAG (European Financial Reporting Advisory Group).

Group: indicates the Group headed by MAIRE.

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

Capital Law: Italian Law no. 21 of 5 March 2024 "Interventions to support the competitiveness of capital and the mandate to the government for the organic reform of the provisions regarding capital markets set forth in the consolidated act pursuant to Legislative Decree no. 58 of 24 February 1998 and the provisions

regarding companies set forth in the Italian Civil Code and applicable to issuers as well", and further amendments and supplements.

Small and Medium-sized enterprises (SME): issuers of 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

Stock Exchange 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 subsequent amendments) and the related delegated and implementing regulations.

Consob Related Parties 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.

Sustainability Report or Sustainability Statement: in accordance with Italian Legislative Decree 125/2023 and Directive (EU) 2022/2464 (CSRD)is a specific section of the directors' report dedicated to the reporting of sustainability information. It includes data and metrics relating to corporate environmental, social and governance impacts (ESG) aiming to ensure transparency and compliance with the ESRS (European Sustainability Reporting Standards). The Sustainability Report of MAIRE Group for the Financial Year is included in the management report of the consolidated financial statements as of 31 December 2024, made available to the public on the Company's website (www.groupmaire.com, "Governance" Section – "Shareholders' Meeting Documents") and on the authorized storage system (www..com).

Sustainability Auditor: the statutory auditor or the audit firm responsible for verifying the compliance of the "Sustainability Report " pursuant to Italian Legislative Decree 39/2010.

Legal Auditor: the legal auditor or audit firm appointed for the legal audit of the financial statements pursuant to Legislative Decree 39/2010.

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

Consolidated Finance Act/CFA: Italian Legislative Decree no. 58 of 24 February 1998 (and subsequent amendments).

1 ISSUER'S PROFILE

MAIRE leads an engineering group that develops and implements innovative technologies to support energy transition. The Group offers integrated engineering and construction services, as well as sustainable technological solutions. It provides the latter through three business lines: Sustainable Fertilizers, Low-Carbon Energy Vectors and Circular Solutions. MAIRE creates value in 45 countries and employs over 9,000 people, supported by more than 20,000 collaborators involved in its projects around the world.

On the solid roots of Italian excellence in chemistry applied to industry, 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 the decarbonisation of industrial processes.

MAIRE is organized according to the traditional administration and control model, including the Shareholders' Meeting, Board of Directors and Board of Statutory Auditors.

The Board of Directors, in accordance with the recommendations of the Corporate Governance Code, has set up two committees within its members, with advisory and proposal-making functions: the Remuneration Committee and the Control, Risks 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 legal audit of the financial statements for FYs 2016-2024 was entrusted by the Company's ordinary Shareholders' Meeting of 15 December 2015, upon reasoned proposal made by the Board of Statutory Auditors, acting as the internal control and audit committee, to the independent audit firm PricewaterhouseCoopers S.p.A. ("PWC"), starting from 27 April 2016, i.e. from the date when the ordinary Shareholders' Meeting of the Company was held and the financial statements as of 31 December 2015 were approved. This assignment will therefore expire at the Company's ordinary Shareholders Meeting of approval of the financial statements as of 31 December 2024.

As for the assignment of the legal auditing for the FYs 2025-2033, this is to remind that the latter was commissioned, in advance, by the Company's ordinary Shareholders' Meeting of 17 April 2024, upon reasoned proposal made by the Board of Statutory Auditors, acting as the internal control and audit committee, to the audit company Deloitte & Touche S.p.A. ("Deloitte") for the legal audit of the financial statements for 2025-2033 . The engagement shall enter into effect as from the date of the Company's ordinary Shareholders in which the shareholders approve the financial statements at 31 December 2024.

Please refer to paragraph 9.5 for additional details.

As from 26 November 2007, MAIRE shares are traded on the Mercato Telematico Azionario, currently Euronext Milan, organised and managed by Borsa Italiana S.p.A.

Report on Corporate Governance and Ownership Structure 2024 9 Additionally, starting on 5 October 2023, the MAIRE bonds "Senior Unsecured Sustainability Linked Notes due 5 October 2028" - issued following the public offering in Luxembourg and in Italy launched by the Company on 26 September 2023 and concluded on 28 September 2023 - are 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 (the "Luxembourg Stock Exchange").

Furthermore, on 18 December 2024, MAIRE renewed its "Euro Commercial Paper" programme for the issue of one or more series of Euro Commercial Paper Notes – launched for the first time on 23 December 2021 with maturity on 21 December 2024 – increasing the nominal maximum amount of the programme from €150 million to €300 million. This program, which was placed with a selection of institutional investors, is unrated and has a three-year duration. The notes are not listed on any regulated market or multilateral trading system.

As at the date of this Report, MAIRE 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.

MAIRE's corporate governance system is defined according to operational needs and the pursuit of the strategic goals, with the objective of the Company's and Group's sustainable success.

In this context, the Company and the Group are committed to maintaining constant relations with their internal and external stakeholders, also through social responsibility initiatives in the areas in which they conduct business. The Group has adopted a sustainability strategy and an ESG (Environment, Social and Governance) agenda, implemented to achieve the goals set, with the involvement and contribution of employees through various working groups and task forces. The Group also participates in, contributes to and take part in international initiatives developed by the United Nations (UN Global Compact and Global Compact Network Italia, Women's Empowerment Principles, UN Climate Change Conference "COP 29", Transparency International Italia) to promote the protection of human and labour rights, environmental protection and the fight against corruption as well as the commitment to diversity and gender equality. The Company and the Group are also part of wide-ranging international programmes for an increasingly sustainable socio-economic development (UN Sustainable Development Goals).

Confirming the Group's commitment as an enabler of the energy transition, its medium and long-term sustainability strategies have been integrated with the ten-year Business Plan (2025-2033) adopted by the Board of Directors on 4 March 2025. During the Financial Year and pending the approval of the Group's first Sustainability Report, MAIRE completed the assessment activities and began, inter alia, verifying that the Company's governance was aligned with the requirements of the CSRD.

The results of this activity, which was multi-disciplinary to ensure complete alignment and coordination between the various Group functions, were discussed with the Board of Directors and the Control, Risks and Sustainability Committee, which received regular updates from the competent functions on the progress of the above alignment project.

Consequently, the Company's governance was updated by, inter alia:

• adopting, in accordance with Italian Legislative Decree no. 125/2024, which transposes the CSRD, the new "Procedure for the preparation of the MAIRE Group's Sustainability Report" to establish the roles, responsibilities and methods underlying the management and control of the preparation process of the MAIRE Group's Sustainability Report. The purpose of this procedure is to establish

and maintain a process for the double materiality analysis required by the CSRD guidelines and for the collection and consolidation of the data points used to prepare the MAIRE Group's Sustainability Report;

approving the Group's double materiality matrix for the identification of the impacts, risks and opportunities that will constitute the foundation of the Group's long-term sustainability strategies and, consequently the MAIRE Group's Sustainability Report. In this respect, in order to identify the sustainability topics considered to be priorities for its stakeholders in the Financial Year, MAIRE has also developed a materiality analysis process involving some 1,600 Group employees and managers, experts, suppliers and customers of the Company. The process was therefore carried out in accordance with the methodology described in the internal procedure mentioned above and set forth in the CSRD, i.e., on the basis of a double materiality analysis that considers boththe environmental and social impacts as well as the financial risks and opportunities;
updating the "Internal control model on the MAIRE Group's Sustainability Report", which has been integrated into the model of controls required by Italian Law no. 262/02 for the preparation of the Company's financial reports and is based on the same methodological elements. The purpose of this is to take an integrated approach to risk management and internal control over financial and sustainability reporting. Such model includes specific controls, which have been identified according to risk analyses, on the preparation process of the Group's Sustainability Reports;
updating MAIRE's "EU Taxonomy Compliance Assessment and Disclosure" procedure to establish the stages of the process, the roles and the responsibilities in the assessment/disclosure of the MAIRE Group's compliance with the requirements of the "EU Taxonomy", as set forth in Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 (amending Regulation (EU) 2019/2088), and subsequent amendments.

For additional information on "sustainability governance", please also refer to that described in the Sustainability Report included in the 2024 Annual Financial Report published on the Company's website (www.groupmaire.com, in the "Governance" Section – "Shareholders' Meeting Documents").

After the Group's first Sustainability Report is approved and published, the Company will continue to follow up on developments in the relevant legislative and regulatory context and in the applicable industry practices. This will enable it, with a view to monitoring the efficacy and adequacy of its governance system, to take any improvement actions necessary for MAIRE's alignment with sustainability best practices.

It is noted, to provide complete information, that within the framework of the organisational measures implemented by MAIRE in the area of sustainability governance, in addition to the relevant tasks assigned to the Control, Risks and Sustainability Committee from 2018 (for the functions, composition and activities of which please refer to the following par. 9) and the strengthening of the sustainability component in the remuneration policies (for an illustration of which please refer to par. 8 as well as the more specific contents of the Report on the 2025 Remuneration Policy and fees paid).

In this respect, aware of the increasing attention of external subjects to sustainability issues and ESG factors, MAIRE has included ESG indicators - objective and measurable - in its remuneration policy (see par. 8 and the Report on the 2025 Remuneration Policy and fees paid), as well as in its financing strategy.

On 4 March 2025, the Board – having heard the favourable opinion of the Control, Risks and Sustainability Committee – also approved the MAIRE Group's "Sustainability Report" for 2024, included in the 2024 Annual Financial Report (see www.groupmaire.com, "Governance" Section – "Shareholders' Meeting Documents").

At the date of approval of this Report, the Issuer falls within the Code definitions of "a large company" and a "concentrated ownership company"; it does not fall within the definition of an SME pursuant to Article 1, paragraph 1, letter w-quater.1) of the CFA and Article 2-ter of Consob Issuers' Regulations, as it exceeds the parameters set out in the above mentioned provisions (see also the list of issuers of listed "SME" shares published by Consob on its website at www.consob.it/web/area-pubblica/emittenti-quotati-pmi, which does not include the Issuer).

As a "large company", in the second half of 2024, MAIRE continued the assessment that it had started in the first half of the year to evaluate whether any MAIRE governance adjustments needed to be made for alignment with the Principles and Recommendations of the Code applicable to this category of companies. For additional details, reference should be made to section 4.3 (Maximum number of offices held in other companies) and section 7.1 (Succession plans).

2 INFORMATION ON OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, CFA) AS OF 31/12/2024

a) Share capital structure (pursuant to Art. 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 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 Articles of Association, to 496,738,132 voting rights.

It should be noted that the extraordinary Shareholders' Meeting, held on 26 April 2012, has introduced in the Articles of Association (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 Italian 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 of the Issuer.

MAIRE's share capital structure is detailed in Table 1, annexed to this Report. In this regard, it is recalled that MAIRE's Articles of Association envisage extra votes for ordinary and enhanced loyalty shares (enhanced loyalty shares were introduced by the Capital Law) and that article 120, paragraph 1 of the CFA, as part of the discipline of disclosure obligations of significant shareholdings, provides that for companies whose Articles of Association confer additional votes on loyalty shares, 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 capital on 31 December 2024 and at the date of this Report are indicated, on the basis of the results of the shareholders' register and disclosure obligations envisaged by article 120 of the CFA and other information in the possession of MAIRE, in Table 1 annexed to this Report.

d) Stocks granting special rights (pursuant to Art. 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, in effect at that time – the inclusion, in the MAIRE's Articles of Association, of loyalty shares bearing the right to additional votes, through the introduction of articles 6-bis, 6-ter and 6-quarter ("ordinary loyalty shares").

After the introduction of "enhanced" loyalty shares, which give loyal shareholders extra voting rights, as per article 14 of the Capital Law amending article 127-quinquies of the CFA, during the Extraordinary Shareholders' Meeting on 19 December 2024, MAIRE's shareholders resolved to amend article 6-bis of the current Articles of Association ("Loyalty shares") in order to provide for the "enhancement" of the extra voting rights – following the initial 24-month vesting period applicable to ordinary loyalty, in which loyal shareholders receive two votes for each share held – in the form of one additional vote assigned at the end of every 12 months of uninterrupted ownership, up to a maximum of 10 votes per share.

With the same reasoning as that for the amendment to the CFA1 , "enhanced" loyalty shares were provided for in MAIRE's Articles of Association for the purpose of further encouraging medium to long-term investments in the Company and thereby rewarding the "loyal shareholders" that have given and continue to give evidence of their loyalty by maintaining their shareholding for a certain amount of time, contributing to the sustainable success of the Company and the entire Group. This is particularly important in light of the demands of the Group's specific business model and the implementation of its Business Plan, which require the ability to adapt and evolve to the complex and continuously changing international markets.

Accordingly, the Company's current Articles of Association provide for the assignment of two votes to each ordinary share held by the same shareholder continuously for at least 24 months, starting from the date when the shareholding is noted in a specific list of shareholders (the "Special List"), set up and held by the Company, with effect as from the fifth trading day of the calendar month following that in which the 24-month period ends ("ordinary" loyalty shares), and the assignment of one more vote to each share held at the end of each uninterrupted period of 12 months after the end of the previous 24-month period, up to a maximum of 10 votes per share ("enhanced" loyalty shares), it being noted that when shareholders have already vested two votes per share, the third vote will vest 12 months after the date when the shareholders' resolution during the Extraordinary Shareholders' Meeting on 19 December 2024 regarding such amendment to the Articles of Association was recorded at the Company Register, i.e., 30 December 2024² .

For additional information on the resolutions passed by the shareholders during the Extraordinary Shareholders' Meeting on 19 December 2024, please refer to the Explanatory Report of the Board of Directors to the Extraordinary Shareholders' Meeting on 19 December 2024, which is available at www.groupmaire.com, in the "Governance" Section – "Shareholders' Meeting Documents".

In any case, shareholders are added to the Special List after filing a request accompanied by a statement of their equity investment (even for only a portion of the shares held), issued by the intermediary where the shares are deposited. Furthermore, any loyalty shares that have already vested, i.e. that have been held for a period long enough to make the shareholder eligible for the extra votes, is 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 real right to 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, loyalty shares include (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 plan provides it), with the clarification that – as noted earlier - the extra votes apply to

¹ As is widely known, one of the objectives of the Capital Law is to encourage medium to long-term investments and, therefore, stable equity ownership, with the specific intention of making Italian capital markets more attractive than other countries', especially in terms of the flexibility of voting structures.

Report on Corporate Governance and Ownership Structure 2024 14 ² To provide complete information, it is noted that the shareholders, during the Extraordinary Shareholders' Meeting on 19 December 2024, also resolved to explicitly define the real right that entitles shareholders to the loyalty shares, for the sake of clarity. Therefore, the Articles of Association specify that the benefit of ordinary and enhanced loyalty shares may be vested by: (i) full owners of shares with voting rights, (ii) bare owners of shares with voting rights, and (iii) usufructuaries with voting rights. In the event of enhanced loyalty shares, the same rules as those set out in the Articles of Associationapply with respect to: (i) the effects of the extra voting rights, including the effects for the calculation of quorums in the shareholders' meetings (art. 6-ter of the Articles of Association), (ii) the Special List as per article 6-quater of the Articles of Association, and (iii) the transfer of the real right and the Company's corporate finance transactions (capital increases, mergers or demergers) and the related effects on the rules governing loyalty shares (art. 6-bis of the Articles of Association), in relation to which, however, the shareholders clarified – in accordance with the new provision of the Capital Law - that the extra votes apply to shares due in exchange for original shares even in the event of a merger, demerger or cross-border transformation, provided that the relevant plan provides for it.

accruing shares in exchange for original shares even in the event of a merger, demerger or cross-border transformation, provided that the relevant plan provides for it, and (iii) shares subscribed by the holder of the real right legitimating the shares in the event of the exercise of the option right relating to shares for which the increase has matured.

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 such 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 holdings (including holdings 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 voting increase pursuant to article 6-quater of the Articles of Association and has published on its website (www.groupmaire.com, "Governance" Section – "Corporate Repository" - "Increased Voting Rights") the operational procedures for registration therein.

Shareholders registered in the Special List under article 6-quater of the Articles of Association may be entitled to the increased voting rights – under the regulatory requirements and conditions laid down by the laws and Articles of Association, following the most recent amendments.

In accordance with article 6-quater, paragraph 3 of the Articles of Association, 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.

As of the date of this Report, the shareholder GLV CAPITAL has attained loyalty share rights on 167,665,134 ordinary shares of the Company, for a total of no. 335,330,268 votes. Moreover, at the date of this Report, there are additional shareholders on the Special List who hold less than 3% of the voting rights. These shareholders have attained ordinary loyalty share rights on a total of no. 432,566 ordinary shares, corresponding to no. 865,132 votes.

As of the date of this Report, there are no other shareholders holding significant shareholdings in MAIRE within the meaning of Article 120 of the CFA who hold ordinary shares in the Company with increased voting rights.

e) Employee stock ownership: mechanism for exercising voting rights (ex art. 123 bis, paragraph 1, lett. 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 8 of this Report as well as the "2025 Report on Remuneration Policy 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.groupmaire.com, "Governance" Section – "Shareholders' Meeting Documents").

f) Restrictions on voting rights (ex art. 123-bis, paragraph 1, lett. f) CFA)

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

g) Shareholders' agreements (ex art. 123-bis, paragraph 1, lett. g) CFA)

As at the date of this Report, the Issuer is not aware of any shareholders' agreements pursuant to article 122 of the CFA.

h) Change of control clauses (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. and stipulated on 20 December 2024 by NextChem S.p.A. with Intesa SanPaolo S.p.A., Banca Monte dei Paschi di Siena S.p.A., Banco BPM S.p.A., Cassa Depositi e Prestiti S.p.A. and Banca Nazionale del Lavoro S.p.A. provides for compulsory early repayment of the full outstanding amount of the loan if: (i) NextChem S.p.A.'s majority shareholder ceases to hold, directly or indirectly through wholly-owned or subsidiaries or controlled companies pursuant to article 2359 of the Italian Civil Code, an investment entitling it to over 51% of the votes at NextChem's Shareholders' Meeting, or (ii) a non-majority shareholder holds (directly or indirectly, including through shareholders' agreements signed with parties other than the majority shareholder) an investment entitling it to over 49% of the votes at NextChem's Shareholders' Meeting, or (iii) NextChem S.p.A.'s majority shareholder ceases to hold an investment entitling it to a percentage of votes at NextChem's Shareholders' Meeting that could guarantee it the power to appoint or remove the majority of members of the Board of Directors, or (iv) if NextChem ceases to be consolidated on a line-by-line basis in MAIRE's consolidated financial statements.

The Sustainability-Linked Revolving Credit Facility, totalling €200 million, stipulated on 15 October 2024 by MAIRE with Banca Monte dei Paschi di Siena, Banco BPM, Bank ABC, BdM Banca, BPER, Intesa Sanpaolo, Mediocredito Centrale and UniCredit, provides for compulsory early repayment of the full outstanding amount

of the loan if: A) MAIRE's (i) majority shareholder ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to article 2359 of the Italian Civil Code, an investment entitling it to over 35% of the votes rights at MAIRE's Shareholders' Meeting, or (ii) (a) a non-majority shareholder holds (directly or indirectly, including through shareholders' agreements signed with parties other than the majority shareholder) an investment entitling it to over 35% of the votes at MAIRE's Shareholders' Meeting, and at the same time, (b) the majority shareholder does not hold an investment entitling it to a percentage of votes at MAIRE's Shareholders' Meeting greater than the percentage in (a), or (iii) MAIRE's majority shareholder ceases to hold an investment entitling it to a percentage of votes that guarantee it the power to appoint or remove the majority of members of the Board of Directors; B) MAIRE ceases to hold, directly or indirectly through wholly-owned or controlled companies pursuant to Article 2359 of the Italian Civil Code, an investment in Tecnimont entitling it to over 50% of the votes at Tecnimont's Shareholders' Meeting.

The Sustainability-Linked Schuldschein Loan agreements for a total of €200 million, entered into on 15 July 2024 by MAIRE with a pool of institutional investors, provides for compulsory early repayment of the full outstanding amount of the loan if: (i) the majority shareholder ceases to hold, directly or indirectly, through wholly owned subsidiaries or controlled companies under art. 2359 of the Italian Civil Code, an investment entitling to over 35% of the votes at MAIRE's Shareholders' Meeting, or (ii) a non-majority shareholder increases its investment, held either directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to art. 2359 of the Italian Civil Code, to a number of shares entitling it to over 35% of the votes at the MAIRE's Shareholders' Meeting, or (iii) the majority shareholder ceases to hold, directly or indirectly through fully owned subsidiaries or controlled companies pursuant to art. 2359 of the Italian Civil Code, an investment entitling it to a percentage of votes that guarantee it the power to appoint or remove the majority of members of the Board of Directors.

The loan agreement guaranteed by Sace S.p.A. stipulated on 13 March 2023 between MAIRE and Tecnimont, on one hand, and Intesa SanPaolo S.p.A., MPS Capital Services – Banca per le Imprese S.p.A., and Banco BPM S.p.A., on other hand, provides for an obligation to repay the loan in full in the event that: A) with reference to MAIRE (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, a share representing more than 35% of the voting rights in the Shareholders' Meeting of MAIRE, 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 share representing more than 35% of the voting rights in the MAIRE Shareholders' Meeting, and at the same time, (b) the majority shareholder does not hold a share in the voting rights in the MAIRE Shareholders' Meeting higher than the percentage under letter (a), or (iii) the majority shareholder ceases to hold a percentage of voting rights such as to ensure the power to appoint or remove the majority of the members of the Board of Directors; B) with reference to the subsidiary Tecnimont, MAIRE ceases to hold, directly or indirectly through wholly-owned or controlled companies pursuant to Article 2359 of the Italian Civil Code, a share representing more than 50% of the voting rights in the Shareholders' Meeting of Tecnimont.

The loan agreement guaranteed by Sace S.p.A. stipulated on 25 May 2023 between MAIRE and Tecnimont, on one hand, and BPER Banca S.p.A., on other hand, provides for the obligation of the full early repayment of the loan if: A) with reference to MAIRE (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, a share representing more than 35% of the voting rights in the Shareholders' Meeting of MAIRE, 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 share representing more than 35% of the voting rights in the MAIRE Shareholders' Meeting, and at the same time, (b) the majority shareholder does not hold a share of the voting rights in the MAIRE Shareholders' Meeting higher than the percentage under letter (a), or (iii) the majority shareholder ceases to hold a percentage of voting rights such as to ensure the power to appoint or remove the majority of the members of the Board of Directors; B) with reference to the subsidiary Tecnimont, MAIRE ceases to hold, directly or indirectly through wholly-owned or controlled companies pursuant to Article 2359 of the Italian Civil Code, a share representing more than 50% of the voting rights in the Shareholders' Meeting of Tecnimont.

The two leasing contracts entered into on 28 October 2022 between the indirect subsidiary MyReplast Industries S.r.l. ("MRPI"), on one hand, and Alba Leasing S.p.A. ("Alba Leasing"), on other hand, envisage the right of Alba Leasing to terminate each contract and request early repayment in the event that MAIRE changes its control over MyReplast Industries S.r.l. by means of the equity interests held at the date of stipulation of the leasing contracts (MAIRE, as of the date of approval of the Report, holds 82.13% of the shares in Nextchem S.p.A., a company that directly controls NextChem Tech S.p.A., which in turn holds 85% of the shares in MyReplast Industries S.r.l.).

The loan agreement guaranteed by Sace S.p.A. stipulated on 7 July 2020 between MAIRE, on 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 other hand, establishes compulsory early repayment of the loan if: A) with reference to MAIRE (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, a share representing more than 35% of the voting rights in the Shareholders' Meeting of MAIRE, 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 share representing more than 35% of the voting rights in the MAIRE Shareholders' Meeting, and at the same time, (b) the majority shareholder does not hold a share of the voting rights in the MAIRE Shareholders' Meeting higher 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 ceases to hold, directly or indirectly through wholly owned subsidiaries or controlled companies pursuant to art. 2359 of the Italian Civil Code, a share representing more than 50% of the voting rights in the Shareholders' Meetings of KT and Tecnimont.

The loan agreement, ESG Linked Schuldschein Loan, executed on 6 December 2019 between MAIRE, on one hand, and a pool of institutional investors, on other hand, 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 art. 2359 of the Italian Civil Code, a share representing more than 35% of the voting rights in the Shareholders' Meeting of MAIRE, or (ii) a subject, other than the majority shareholder, holds directly or indirectly, through wholly owned subsidiaries or controlled companies under art. 2359 of the Italian Civil Code, a share representing more than 35% of the voting rights , in the Shareholders' Meeting of MAIRE, or (iii) the majority shareholder ceases to hold, directly or indirectly through fully owned subsidiaries or controlled companies pursuant to art. 2359 of the Italian Civil Code, a percentage of voting rights such as to ensure the power to appoint or remove the majority of the members of the Board of Directors.

Certain agreements relating to the issuance of bank or insurance guarantees in connection with projects provide for the right of the relevant financial institutions/financial entities to require the provision of security deposits or the replacement of existing guarantees in the event of a change of control of MAIRE and/or the subsidiary company Tecnimont and/or the subsidiary company KT.

Certain agreements for the granting of credit facilities for guarantees and/or letters of credit entered into by the subsidiary Tecnimont Private Ltd with financial institutions based in India for the Group's projects in that country provide for the right of the relevant financial institutions to request the establishment of security deposits or the replacement of existing guarantees and/or letters of credit in the event of loss of control by 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, Deutsche Bank AG, Morgan Stanley Europe SE and HSBC Continental Europe 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 ceases to hold control of Tecnimont.

The framework contracts, ISDA Agreements, relating to the derivative transactions entered into by KT, on the one hand, and each of the following financial counterparties Intesa Sanpaolo S.p.A., UniCredit S.p.A., Société Générale S.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 ceases to hold control of KT.

The Issuer's Articles of Association 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.

For further information in relation to any change of control clauses relevant to the Remuneration Policy and incentive instruments, please refer to the Report on the "2025 Remuneration Policy and fees paid" available to the public on the Company's website www.groupmaire.com ("Governance" Section - " Shareholders' Meeting Documents") and/or in the Information Documents relating to the existing plans, made available to the public within the terms and according to the procedures set forth in the applicable regulations.

i) Powers to increase the share capital and authorize the purchase of treasury shares (pursuant to art. 123-bis, paragraph 1, letter m) of the CFA)

As of 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.

During the Ordinary Shareholders' Meeting on 17 April 2024, the shareholders authorised the repurchase and disposal of treasury shares in accordance with Articles 2357 of the Italian Civil Code, Article 132 CFA and 144-bis of the Consob Issuer Regulation, for a maximum of 10,000,000 ordinary shares and a period of 18 months, starting from the meeting authorising resolution. 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 - Scheme no. 4 of the current Issuers' Regulation, made available to the public on the Company's website (www.groupmaire.com, "Governance" Section - "Shareholders' Meeting Documents" - "2024").

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

As of 31 December 2024, MAIRE held no. 186,100 treasury shares.

At the date of this Report, the Company held no. 186,150 own shares in portfolio. The increase of no. 50 shares was due to MAIRE's repurchase of own shares, in accordance with article 2437-quater, paragraph 5 of the Italian Civil Code, after one of its shareholders exercised its right of withdrawal when he did not approve the resolution to implement enhanced loyalty shares that was passed during the Extraordinary Shareholders' Meeting on 19 December 2024.

For the sake of ensuring complete information, this is to specify that on 04 March 2025, the Company's Board of Directors resolved to propose that the Ordinary Shareholders' Meeting scheduled for 14 and 15 April 2025, respectively in first and second call, authorises 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 no. 10,000,000 ordinary shares and a period of 18 months, starting from the shareholders' meeting authorising resolution. For more information regarding this proposal, refer to the explanatory report prepared by the Board of Directors for the summoned Shareholders' Meeting 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 the current Issuers' Regulation, made available to the public on the Company's website (www.groupmaire.com, "Governance" Section - "Shareholders' Meeting Documents).

j) Direction and co-ordination activities (pursuant to art. 2497 and the following of the Italian 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 has the task, among others, of making periodic assessments of the economic, equity and financial performance of the Company and the Group; review and approval of the financial policies and the access to credit by the Company and the Group; definition of the corporate governance system and rules of the Company and the Group; evaluation of the suitability of the organisational, administrative and accounting structure for the Company and its subsidiary Tecnimont that has strategic relevance, as set forth by the Company's bodies; (iii) the existence of seven advisory bodies – Coordination Committee, Commercial Committee, Region Committee, Project Development Committee, Internal Sustainability Committee and Internal Committee overseeing the Internal audit and risk management system (the "SCIR Committee"). The seventh advisory body 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.

Furthermore, there is the Innovation Management Team, an advisory body at the service of top management, with the task of providing support in the evaluation of decisions with Group value and impact in the field of technological innovation.

As of the date of approval of the Report, the direct subsidiary with strategic relevance Tecnimont and the other direct subsidiaries KT S.p.A., MET Development S.p.A. and NextChem S.p.A. are subject, pursuant to article 2497 of the Italian Civil Code, to the management and coordination of MAIRE.

MAIRE 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 M&A and cooperation agreements, local content, in the areas of internal audit, corporate affairs, governance and compliance, institutional relations, communication and sustainability, investor relations, social responsibility, safety, organisation, development & compensation, technology, legal, remuneration policy, industrial relations, development of procurement strategies, improvement in the performance of the entire EPC cycle, coordination of Vendor Management activities, finance and management administration, project control, contract and subcontract management, system quality, HSE&SA and Project quality, Risk Management, 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 unfair dismissal or if the employment contract is terminated following a takeover bid") is available in the 2025

Report on Corporate Governance and Ownership Structure 2024 21 Report on Remuneration Policy 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.groupmaire.com, "Governance" Section – "Shareholders' Meeting Documents");

information required pursuant to article 123-bis, first paragraph, letter l), CFA ("regulations applicable to the appointment and replacement of directors ... in addition to amendments to the Articles of Association, if different from the applicable additional legal and regulatory provisions") is illustrated in Section 4.2 of the Report ("Appointment and replacement"), to which reference is made.

3 COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), CFA)

MAIRE's management of corporate governance issues during the year was carried out in compliance with the Principles and Recommendations of the Corporate Governance Code, to which the Company adhered on 11 February 2021.

The Corporate Governance Code is available to the public on the website of the Corporate Governance Committee (https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf).

It shall be noted that in some cases the Company did not adhere to the Recommendations contained in the Code. In application of the principle of "comply or explain", the following sections will give an account - where required and due to the category to which the Company belongs, in accordance with the Code - of such deviations, the underlying reasons and possible alternative behaviour.

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

4 BOARD OF DIRECTORS

4.1 ROLE OF THE BOARD OF DIRECTORS

Pursuant to the regulations in force for companies with shares listed on regulated markets and in accordance with the Recommendations of the Corporate Governance Code, the Board of Directors plays a central role in the Company's governance system and, in particular, in the corporate organisation. In fact, it is 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 expressly reserved to the Board by law and by the Articles of Association, the following powers are reserved to the Board:

the review and approval of the strategic business plans (including those relating to human resources and sustainability) 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 its consolidated statements;
the periodic monitoring of the implementation of the business plan (and the sustainability plan), as well as assessing the general management performance, periodically comparing the results achieved with those planned;
the definition of the nature and level of risk compatible with the strategic objectives of the Issuer, including in its assessments all the elements that may become relevant in terms of the sustainable success of the Issuer;
evaluation of the general operational performance taking into particular consideration the information received from the relevant competent bodies and comparing the results achieved against budgeted ones on a periodic basis;
the definition of the Issuer's corporate governance system and the structure of its group;
the evaluation of the suitability of the organisational, administrative and accounting structure of the Issuer and the subsidiaries having strategic relevance, with particular reference to the internal audit system and the management of risks;
periodic assessment of the financial, economic, income and balance sheet performance of the Company and the Group;
the resolving on transactions by the Issuer and its subsidiaries that have significant strategic, economic, capital or financial importance for the Issuer, establishing the general criteria for identifying significant transactions;
the establishment and regulation of the Board internal committees, with the relevant appointments and determination of remuneration;
the 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;
the adoption, at the proposal of the Chairman, in agreement with the Chief Executive Officer, of a procedure for the internal management and external communication of documents and information concerning the Issuer, with particular reference to insider information;
the review and approval of the proposals by the Remuneration Committee;
the review and approval of the transactions of the Company and its subsidiaries, when such transactions have significant strategic, economic, capital or financial relevance for the Company. In this regard, it should be noted that the Board of Directors, in its meeting of 8 April 2022, confirmed, in line with what had already been resolved on 29 April 2019, that transactions having the characteristics above specified include (without limitation): 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 award, transfer, disposal in any form of equity investments or companies or going concerns when (i)

the relation between shareholders' equity involved in the transaction and the Group's consolidated shareholders' equity is higher than 5% or (ii) the value of the transaction is higher than 5% of the Group's consolidated shareholders' equity; and ( b) the issue of personal or real guarantees, of whatever amount, is 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 Italian Civil Code (incorporation of companies owned at ninety percent), as well as spin-offs, when the above mentioned regulations also apply.

Furthermore, in light of the new legislative framework on sustainability reporting and the Company's updates to its governance structure, the Board of Directors was assigned the task of i) defining and approving each year and with the support of the Control, Risk and Sustainability Committee the double materiality matrix for the identification of the impacts, risks and opportunities that will constitute the foundation of the Group's longterm sustainability strategies and, consequently MAIRE Group's Sustainability Report, as well as with ii) approving MAIRE Group's Sustainability Report, which forms part of the Company's annual consolidated financial report, each year.

In addition, in accordance with the provisions of the Consob Related Parties Regulation, the Company has adopted a "Procedure for the Management of Related Party Transactions" (the "RPT Procedure"), most recently updated on 24 June 2021 and effective as of 1 July 2021. Although the RPT Procedure fully meets the requirements of the Consob Related Parties Regulation, at the approval date of this Report, an assessment is under way to identify – in light of its effective application when it went into effect – any updates or changes that might need to be made. This procedure, described in further detail in Section 10 of the Report and to which reference is made, envisages a specific process to be applied in carrying out Significant Transactions as well as Minor Transactions (as defined in the RPT Procedure, on the basis of the provisions of the Consob Related-Party Regulation), establishing, amongst other matters, that the approval of the first is reserved to the Board of Directors.

Within the framework of the definition of its own corporate governance system, the Company's Board of Directors, in compliance with the provisions of the Code, has set up three internal committees with advisory and proposal-making functions: the Remuneration Committee (see Section 8.2), the Control, Risks and Sustainability Committee (see Section 9) and the Related Parties Committee (see Section 10).

Further information on the additional corporate governance practices implemented by the Issuer as part of its activities to define its own corporate governance system, functional to the performance of its business activities and the pursuit of its strategies, is provided in Section 14 of this Report, to which reference should be made.

The Board of Directors did not deem it necessary to draw up reasoned proposals to submit to the Shareholders' Meeting relating to the definition of the corporate governance system, with the exception of

that relating to the introduction of enhanced loyalty shares (see Section 2 d) of this Report for further information) which was deemed already functional to the Company's needs.

During the Financial Year, the dialogue with the Company's shareholders in general, promoted by the Board of Directors as recommended by the Code, was managed with the support of MAIRE's Investor Relations function which, thanks to the presence of highly qualified profiles and the technical/specialist support provided in relation to specific issues on which the dialogue may focus by the management and other Functions of the Company and the Group, ensured a correct, continuous and complete dialogue with stakeholders. Moreover, this function maintained specific half-yearly information flows to the Board of Directors on the status of the dialogue by presenting specific reports.

In view of the adoption of a policy to manage dialogue with all MAIRE's shareholders and other key stakeholders (the "Policy") as set out in article 1, Principle IV and Recommendation 3 of the Code, this is to evidence that during the Financial Year, the competent Company Functions completed a monitoring and analysis of the policies adopted by other issuers and national and international best practices. Upon completion of this process – implementing that set forth in the 2023 Corporate Governance Report in this respect – on 25 February 2025, the Company's Board of Directors adopted the "Policy for the management of dialogue with MAIRE's shareholders and other key stakeholders", formalising the Company's approach to the management of dialogue, governing the forms of contact and interaction between the Company and "Stakeholders". For additional information on this policy please refer to section 12 of the Report.

Furthermore, as already indicated in Section 1 of this Report, the Company and the Group are committed to maintaining constant relations with their internal and external stakeholders, including through social responsibility initiatives in the territories in which they are present with their business, and this under the multiple profiles of protecting human and labour rights, the environment and diversity, as well as fighting corruption and enhancing equity and inclusion.

With reference to the main activities carried out during the Financial Year, it should be noted that on 29 February 2024 the Board of MAIRE verified the adequacy of the organisational, administrative and accounting structure of the Company and of Tecnimont, a strategically important subsidiary with assets equal to 69.2% of the Issuer's consolidated assets at that date. This audit related, in particular, to the internal control and risk management system, and it was carried out on 25 February 2025 and concerned Tecnimon, that presented assets equal to 69.2% of the Issuer's consolidated assets at that date.

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

With reference, moreover, to the assessments carried out in the Financial Year and 2025, it should be noted that they also took into account the provisions of the Code for Business Crisis and Insolvency referred to in Legislative Decree no. 14/2019 ("CCI"), which came into force on 15 July 2022 following the enactment of

In this regard, it is recalled that the CCI requires that companies - including the so-called "issuers", the category to which the Company belongs - are equipped with organisational structures that allow monitoring of the company's performance so as to i) promptly inform the board of directors of the emergence of situations that might justify its intervention to prevent or overcome the crisis or pre-crisis situations, ii) have suitable data to formulate a recovery plan, and iii) allow the Board of Statutory Auditors to supervise - inter alia - the adequacy of such functional structures for the timely detection of the crisis.

During the Financial Year, the Control, Risks and Sustainability Committee, whose meetings are duly minuted, received information from the Chief Executive Officer in charge of establishing and maintaining the internal control and risk management system, from the CFO (who, until 24 October 2024, was also the Financial Reporting Manager), from the Financial Reporting Manager (appointed on 24 October 2024), from the Head of Group Internal Audit, from the Head of Group Corporate Affairs, Governance, Ethics & Compliance, from the Head of Group Compliance, Ethics, Diversity & Inclusion, from the Head of Group Risk, Special Initiatives and Regions Coordination, from the Head of Risk and Insurance Management, from the Head of Group HSE&SA and Project Quality, from the Head of Group Sustainability and Corporate Advocacy and from the Head of Sustainability Disclosure, Reporting & Performance Reporting, as well as from the Group General Counsel concerning the identification, measurement, management and monitoring of the Company's and the Group's major risks, including those associated with sustainability.

The Chairman of the Control, Risks and Sustainability Committee has always provided information on the activities of the Committee and the results of its preliminary activities during the first available Board of Directors' meeting.

With particular reference to risk management, see Section 9 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 achieved against the budgeted ones.

The Board has also periodically monitored the status of implementation of the Multi-year Sustainability Plan approved by the Company's Board of Directors, also through the Control, Risks and Sustainability Committee, which received specific information on the matter from the Company's Functions.

For details on the roles and responsibilities of the Board of Directors in overseeing the procedures for the management of risks, impacts and significant opportunities, including for the purposes of business strategy control, reference should be made to the specific contents in the paragraph "20.1 General Information" of the Sustainability Report for the Financial Year.

4.2 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 Articles of Association envisages the appointment of Directors and Statutory Auditors by means of a list-based voting mechanism.

Article 14 of the Articles of Association, in its current version, provides for the appointment of the Directors on the basis of the lists submitted by the shareholders (where the candidates are listed by sequential numbers) who own, either alone or jointly, the minimum investment in the share capital established by the regulations issued by Consob³ . 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 Management Resolution passed by the Manager of the Issuers Supervision Division, no. 123 of 28 January 2025, is equal to 1%.

Lists, signed by those who submit them, must be registered with at the Company's registered office at least 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 all the directors to be elected minus one must be drawn from the list with the highest number of votes, while the remaining director will be drawn from the minority list that has obtained the second most votes and that is not connected in any way, even indirectly, with the Shareholders who have submitted 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 Articles of Association, to which reference is made, also regulate the hypothesis in which two or more lists obtain the same number of votes.

The Company's Articles of Association do not envisage a minimum percentage of votes so that a list can participate in the distribution of directors to be elected.

With respect to the principle of gender balance, in accordance with Art. 14 of the Company's Articles of Association, if the elected candidates do not ensure a composition of the Board of Directors that is in accordance with the pro tempore discipline inherent in the gender balance⁴ , the candidate of the more represented gender elected last in progressive order in the majority list (as defined by Art. 14 of the

³The Extraordinary Shareholders' Meeting held on 19 April 2023 amended Article 14 of the Articles of Association in order to provide, in line with best practices in corporate governance, that only shareholders with the minimum investment in the share capital, on a case-by-case basis, by Consob regulation may submit lists for the appointment of the Board of Directors. To this end, the statutory reference to the 2% threshold was therefore deleted (which, in the previous wording, was in any case replaced, if different, by the threshold set by Consob) and only that of the shareholding threshold required by the regulatory framework issued by Consob was maintained.

⁴ To better align the provisions of the Article of Association on the number of members who should be the less represented gender in corporate bodies with the current regulatory framework (articles 147-ter, paragraph 1-ter, and 148, paragraph 1-bis, of the CFA as most recently amended by article 1, paragraphs 302-303, of Law no. 160 of 27 December 2019, the "2020 Budget Law"), the Extraordinary Shareholders' Meeting on 19 April 2023, the Company's shareholders amended article 14 of the Article of Association by inserting a "mobile" reference to the pro tempore regulations in force.

Company's Articles of Association shall be replaced by the first candidate of the less represented gender not elected of the majority list according to the progressive order. This substitution procedure shall take place until the composition of the Board of Directors conforms to the discipline in force pro tempore regarding the balance of the two genders. If, on concluding of the above procedure, the last indicated result is not fulfilled, the substitution shall take place by a Shareholders' Meeting resolution voted by the relative majority, upon the presentation of the candidates that belong to the less represented gender.

Regarding the election of independent Directors, article 14 of the Articles of Association 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 nonelected independent Directors from the same list following a progressive order;
b) in the absence of a Majority List, non-independent candidates (in a number equal to the number of missing Independent Directors) elected as last in the lists from which no Independent Director has been drawn - shall be replaced by non-elected Independent Directors from the same lists, following a progressive order.

If the Board of Directors needs to replace one or more directors, it does so by co-opting - pursuant to article 2386 of the Italian 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 above mentioned 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 pro tempore regulations in force regarding gender balance.

It should be noted that the Issuer is not subject to further provisions on the composition of the Board of Directors with respect to the rules set out in the CFA and that, in particular, the Company's Articles of Association do not provide for any independence requirements in addition to those set out in Article 148, paragraph 3, of the CFA, nor do they provide for any honourableness requirements other than those set out in the applicable regulatory provisions. In addition, no professionalism-related requirements are envisaged to hold the position of director.

The Company's Articles of Association do not provide for the possibility for the outgoing board of directors to submit a list for the renewal of the Issuer's administrative body.

As regards the statutory clauses related to amendments of the Articles of Association, it should be noted that the Articles of Association does not contain any provisions other than those provided for by applicable regulations.

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

The loyalty shares (both "ordinary" and "enhanced") described in Section 2, letter d) of the Report, achieved in accordance with the provisions of the current Articles of Association, 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.

For information on the role of the Board of Directors and board committees in the processes of selfassessment, appointment and succession of directors, please refer to Section 7 of this Report.

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

Pursuant to article 13 of the Articles of Association, MAIRE 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 financial 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 – consisting of executive and non-executive directors, all endowed with professionalism and skills appropriate to the tasks entrusted to them – was appointed by the Ordinary Shareholders' Meeting of 8 April 2022 and integrated, first by the Shareholders' Meeting of 19 April 2023 and, subsequently by the Shareholders' Meeting of 17 April 2024, as described in more detail below. It will remain in office until the approval of the financial statements as at 31 December 2024.

The Shareholders' Meeting of 08 April 2022, after determining as nine the number of members of the Board of Directors, has appointed Fabrizio Di Amato, Pierroberto Folgiero, Luigi Alfieri, Gabriella Chersicla, Stefano Fiorini, Francesca Isgrò, Cristina Finocchi Mahne, Paolo Alberto De Angelis 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.It should be noted that Pierroberto Folgiero resigned from the positions held in the Company on 21 April 2022, with effective as of 15 May 2022.On 21 April 2022, the Board of Directors, acknowledging the resignation resigned by Pierroberto Folgiero and the unwillingness to accept the office of Alessandra Conte - the first non-elected candidate belonging to the list from which Pierroberto

Folgiero had been drawn - co-opted, pursuant to and for the purposes of Art. 2386 of the Italian Civil Code, Alessandro Bernini, as a new non-independent Director of the Company, as of 15 May 2022 and until the next Shareholders' Meeting of the Company.

As better specified below, on the same date and also effective as of 15 May 2022, the Board of Directors also appointed Alessandro Bernini to the offices of Chief Executive Officer and General Manager of the Company, granting him the related powers and responsibilities.

The MAIRE Shareholders' Meeting of 19 April 2023 confirmed, pursuant to Article 2386 of the Italian Civil Code, Alessandro Bernini as a non-independent Director of the Company. Alessandro Bernini will remain in office until the expiration of the other current Directors and, therefore, until the date of the Shareholders' Meeting that will be called to approve the financial statements as of 31 December 2024. The same Shareholders' Meeting also confirmed the remuneration to be paid to Alessandro Bernini for the office of Director in the amount of Euro 45,000.00 per year gross, as already determined by the Ordinary Shareholders' Meeting of 8 April 2022 with reference to each Director.

The Board of Directors, which met on the same date, at the end of the Shareholders' Meeting, after having acknowledged the confirmation by the latter, pursuant to Article 2386 of the Italian Civil Code, of Alessandro Bernini in the office of non-independent Director, confirmed him in the position of Chief Executive Officer of MAIRE. The Board also granted Alessandro Bernini - as Chief Executive Officer (CEO), i.e. the person primarily responsible for the management of the Company and, as such, also in charge of setting up and maintaining the internal control and risks management system - executive powers to direct and coordinate the Group's activities.

Subsequently, the Independent Director Francesca Isgrò resigned from the positions held in the Company on 24 May 2023, with immediate effect. On the same date, the Board of Directors - acknowledging Francesca Isgrò's resignation and, after verifying that there were no remaining unelected candidates belonging to the list from which she was taken - co-opted, pursuant to and for the purposes of Article 2386 of the Italian Civil Code, Isabella Nova as a new independent Director of the Company, effective as of 24 May 2023 and until the next Shareholders' Meeting of the Company. On 28 June 2023, the Board of Directors also appointed Isabella Nova as the newest member of the Remuneration Committee to replace Francesca Isgrò.

Therefore, during the Shareholders' Meeting on 17 April 2024, MAIRE's shareholders confirmed, pursuant to art. 2386 of the Italian Civil Code, Isabella Nova as a member of the Company's Board of Directors. Isabella Nova will remain in office, also as member of the Remuneration Committee, until the end of the other Directors' current term of office and, therefore, until the date of the Shareholders' Meeting called to approve the financial statements of 31 December 2024. At the same Shareholders' Meeting, the shareholders also confirmed the fees to be paid to Isabella Nova for the office of Director in the amount of €45,000.00 gross per year, as previously determined during the Ordinary Shareholders' Meeting on 8 April 2022 for each Director.

As from the date of closure of the Financial Year, no other Board member has resigned nor have there been any further changes in the composition of the Board of Directors.

The Board of Directors currently in office therefore consists of five out of nine independent directors, meaning that the independent directors are ensured a significant weight in the adoption of resolutions and the monitoring of management. Similarly, Board Committees set up by the Board of Directors, in line with the Corporate Governance Code, consist of directors, all of whom are non-executive and for the most part independent (with the committee chairman chosen from among the independent directors). For further information regarding the Independent Directors in office, reference is made to Section 4.7 of the Report.

Two lists were submitted to the ordinary Shareholders' Meeting of 08 April 2022 for the appointment of the Directors.

Directors Fabrizio Di Amato, Pierroberto Folgiero, Luigi Alfieri, Gabriella Chersicla, Stefano Fiorini, Francesca Isgrò, Cristina Finocchi Mahne, and Paolo Alberto De Angelis were taken from the list submitted by Shareholder GLV Capital, owner of a total of no. 167,665,134 MAIRE ordinary shares, with no par value, equal to 51.018% of the shares with voting rights. This List obtained the favourable vote of no. 355,500,536 shares, equal to 88.16% of the shares attending the Shareholders' Meeting (the "Majority List"). It must be noted that the candidates for the office of Director indicated in the Majority List also included, as mentioned above, Alessandra Conte.

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 funds: Arca Azioni Italia, Arca Economia Reale Bilanciato Italia 55, Arca Economia Reale Bilanciato Italia 30; Eurizon Capital S.A. manager of the Eurizon Fund divisions: Eurizon Fund - Italian Equity Opportunities, Eurizon Fund - Equity Planet, Eurizon Fund - Equity Italy Smart Volatility, Eurizon AM SICAV - Italian Equity, Eurizon AM SICAV - Italian Mid Cap Equity, Eurizon Fund - Sustainable Global Equity; Eurizon Capital SGR S.p.A. Manager of the funds: Eurizon progetto Italia 20, Eurizon pir Italia 30,Eurizon Am Mito 50 (Multiasset Italian Opportunities 50), Eurizon Am Mito 95 (Multiasset Italian Opportunities 95), Eurizon Am Mito 25 (Multiasset Italian Opportunities 25), Eurizon progetto Italia 70, Eurizon azioni Italia, Eurizon pir Italia azioni, Eurizon azioni pmi Italia and Eurizon progetto Italia 40; Fideuram Intesa Sanpaolo Private Banking Asset Management SGR S.p.A. manager of the fund Piano Azioni Italia; Mediolanum Gestione Fondi SGR S.p.A. Manager of the fund: Mediolanum Flessibile Sviluppo Italia which holds a total of no. 8,973,028 MAIRE shares, with no par value, equal to 2.73035% of the voting shares. This List obtained the favourable vote of no. 47,701,899 shares, equal to 11.83% of the shares attending the Shareholders' Meeting (the "Minority List").

The two lists submitted to the Ordinary Shareholders' Meeting of 8 April 2022 for the appointment of the Directors are available on the website of the Company (www.groupmaire.com, "Governance" Section –" Corporate Repository" - "Shareholders' Meeting Documents" – "2022").

Report on Corporate Governance and Ownership Structure 2024 31 In relation to duration of office from the first appointment of the Board Directors in office, it is noted that: Fabrizio Di Amato and Stefano Fiorini have been in office since the listing, which took place in November 2007; Luigi Alfieri and Gabriella Chersicla, were appointed by the Ordinary Shareholders' Meeting of 30 April 2013; Maurizia Squinzi was appointed by the Ordinary Shareholders' Meeting of 27 April 2016. On the other hand, the following were appointed as Directors for the first time: Alessandro Bernini (by co-optation by the Board of Directors on 21 April 2022, effective as of 15 May 2022, and subsequent confirmation by the

Shareholders' Meeting on 19 April 2023), Isabella Nova (by co-optation by the Board of Directors on 24 May 2023, and further confirmed by the shareholders on 17 April 2024), Cristina Finocchi Mahne and Paolo Alberto De Angelis (by the Ordinary Shareholders' Meeting on 8 April 2022).

The members of the Company's Board of Directors have declared that they meet the integrity requirements established for controlling members by regulation of the Minister of Justice pursuant to Article 148, par. 4 of the CFA.

Most of the Directors have stated that they have adequate sustainability knowledge and expertise.

As regards further information on the composition and diversity of the members of the Board of Directors, including information on the status (executive, non-executive, independent), the role held within the Board, as well as the length of service since the first appointment of each Director, please refer to Table 2 in the Annex.

MAIRE's Board of Directors does not have any members representing employees or workers.

In compliance with the provisions of article 144-decies of the Consob Issuers' Regulation, the professional characteristics and competences of each Director are specified in Annex "A" to this Report, including the curricula vitae of MAIRE's Directors.

The table below illustrates the experience of MAIRE's Directors in office as of the date of this Report in the Company's sectors, products and regions, including their sustainability expertise.

EXPERTISE	Fabrizio Di Amato	Alessandro Bernini	Luigi Alfieri	Gabriella Chersicla	Stefano Fiorini	Isabella Maria Nova	Paolo Alberto De Angelis	Cristina Finocchi Mahne	Maurizia Squinzi
Sector experience	X	X	X			X		X	X
Strategy	X	X	X			X		X	X
Sustainability issues	X	X	X	X	X	X		X	X
Finance and Accounting	X	X	X	X	X		X	X	X
Internal control and risk management	X	X	X	X	X	X	X	X	X
Legal	X	X	X		X				X
Corporate governance and compliance	X	X	X	X	X		X	X	X
Human resources, internal organisation and change management	X	X	X		X	X	X	X	X
Information technology / Cybersecurity	X	X
International experience	X	X	X	X	X		X	X	X
Knowledge of key international markets and the	X	X	X					X	X

related geopolitical implications
Experience in listed companies of similar complexity	X	X	X		X	X

For specific details on the presence or development of adequate skills and expertise within the Board of Directors in order to oversee sustainability issues and the way in which such expertise relates to the risks, impacts and significant opportunities of the business, reference should be made to the specific contents in the paragraph "20.1 General Information" of the Sustainability Report for the Financial Year.

Diversity criteria and policies in Board composition and corporate organisation

With reference to diversity criteria and policies in the composition of the Board of Directors in the Financial Year, it should be noted that, considering the objectives laid down by the Corporate Governance Code (see Art. 4 Principle XIII) and taking into account the expiry of its mandate, in the session held on 25 February 2022, the Board chose, in view of the renewal of the Company's administrative body, to define guidelines on the optimal quantitative and qualitative aspects of its members, identifying for this purpose the managerial and professional profiles and the skills deemed necessary, also in view of the segment characteristics of the Company, considering the diversity criteria in its composition (the "BoD Composition Guidelines"). In making these assessments, the Board also took into account the results of the self-assessment for the reporting year (see Art. 4, Recommendation 21).

The BoD Composition Guidelines were included in the Board of Directors' explanatory report to the Shareholders' Meeting called for 8 April 2022, prepared pursuant to Article 125-ter of the CFA and relating to the appointment of the Board, made available to the public on the Company's website (www.groupmaire.com, "Governance" Section - "Corporate Repository" - "Shareholders' Meeting Documents" - "2022") and by the other means provided for by applicable regulations.

In this respect, with reference to the Board of Directors in office, it must be noted that: (i) the Board is composed of no. 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, i.e. between 53 and 73 years of age; (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.

On 1 March 2023, the Board of Directors confirmed, for the three year period 2022-2024, the guidelines and the criteria formulated on 25 February 2022, such as policies applied to diversity, pursuant to article 123-bis, par. 2, letter d-bis) of CFA, to be applied also in the case of a replacement of the directors pursuant to article 2386, paragraph 1 of the Italian Civil Code ("Criteria and Policies on Diversity").

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 based on the demographic diversity of its members; and (b) the training and professional backgrounds of the Directors guarantee a balanced combination of profiles and expertise, both nationally and internationally, suitable to ensure the effective performance of all 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.

As the current Board of Directors' term of office ends with the Shareholders' Meeting in which the financial statements for the Financial Year are approved, given the need to renew the Company's management body, during the Board meeting on 25 February 2025, the Board of Directors established new guidance on the optimal quantitative and qualitative composition of the Board. To this end, it identified the managerial and professional qualifications and the expertise deemed necessary, taking into account the Company's sectorspecific characteristics and the diversity criteria applicable to Board members (the "New BoD Composition Guidelines"). In making these assessments, the Board also took into account the results of the selfassessment for the Financial Year (see Art. 4, Recommendation 21).

The New BoD Composition Guidelines were included in the Board of Directors' explanatory report to the Shareholders' Meeting to be held on first and second call respectively on 14 and 15 April 2025. The report was prepared in accordance with article 125-ter of the CFA and relates to the appointment of the Board. It was published on the Company's website (www.groupmaire.com, "Governance" Section - "Shareholders' Meeting Documents") and using the other means required by current legislation. In general, the Group is committed to supporting and celebrating diversity and inclusion as integral elements of its culture and code of conduct.

The company's approach is aimed at encouraging diversity in all its dimensions: Human Capital that is heterogeneous in terms of gender, age, culture, social and professional 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 requests of stakeholders.

The Group pursues initiatives that engage all employees without distinction, focused on helping bolster their sense of belonging and awareness, so they can actively contribute to company growth.

These initiatives have been promoted and implemented in compliance with the provisions and aims of the MAIRE Group's "Diversity, Equity & Inclusion Policy" approved by the Board of Directors on 19 December 2022, which enshrines the MAIRE Group's commitment to the enhancement and protection of diversity, equal opportunities and the promotion of inclusion in the workplace.

With regard to HR management processes, the Group focuses its efforts 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 personal time, care time and work time.

The Group launched a training campaign for its people leaders during the year as part of its program to foster a company culture of diversity, equity and inclusion. The objective of the training is to equip participants with the right tools to value diversity and embrace inclusive team management.

In December 2024, the Group also held a kick-off event for the "DE&I Development Program - Weaving Cultural Tapestry", aimed at creating an environment in which every individual feels valued and heard. The development path will continue in 2025, involving roughly 750 people who coordinate people at the main Group companies, with plans to progressively extend participation over time to an ever-larger number of people working for the Group. With the DE&I Development Program, the Group has set a goal of encouraging open communication on DE&I to develop skills that help create an inclusive and collaborative daily environment. The program consists in a series of structured activities, including motivational talks by a DE&I expert, followed by a series of experiential training workshops designed to explore the practical principles of DE&I through innovative approaches to learning. At the end of the development path, participants will have the opportunity to write the "Golden Rules" in online focus groups, thereby becoming inclusive innovators and strengthening their sense of belonging with the Group's culture. Not only does this program highlight the importance of DE&I within the MAIRE Group, but it marks a significant step forward towards a more inclusive and sustainable future for all employees.

The Group also promotes integrated strategies for the development and management of the requests of the different generations within the organisation, 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.

In this regard, we should mention the conclusion of the activities in 2024 of the "Challenging Mentoring Program," a path dedicated to 50 young people as mentees and 50 managers as mentors, included in an innovative path of skills and professionalism development that - through interaction - stimulated mutual confrontation and got them involved in order to jointly tackle priority challenges for the Group. During the Financial Year, the programme involved the groups in the preparation of some business cases, leveraging mutual comparison and growth through cross-fertilisation between heterogeneous professionalism and seniority, as well as collaboration between the various Group companies.

The multicultural nature of the Group's workforce has also always been considered an essential and enriching 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 80 different nationalities to which the workers employed by the Group belong.

It is specifically considering this international and multicultural context that the MAIRE Group has sought to explicitly enshrine its commitment to guaranteeing a healthy, transparent, open and inclusive workplace

This Policy is an integral component of the MAIRE Group's Document System in force, aligning with the principles and values enshrined in the Code of Ethics, Model 231 (where applicable), the Human Rights Policy, the HSE&SA Policy, the Human Resources Policy, the Sustainability Policy and the Diversity, Equity and Inclusion Policy. Furthermore, this Policy adheres to internationally recognized regulations and standards, as well as local regulations.

The purpose of this Policy is to reiterate the MAIRE Group's values and condemnation of all forms of violence, harassment and discrimination based on gender, culture, nationality, age, political opinions, religion, sexual and romantic orientation, physical or mental health and socio-economic status.

Therefore, with this Policy, the MAIRE Group has established the principles and rules to be followed to prevent and combat any and all forms of violence, harassment and discrimination that could occur in the workplace, as well as the penalties imposed in the event of violations of the principles set forth in the Policy.

To this end, the MAIRE Group promotes an inclusive culture through training and information. It implements specific company policies that guarantee respect for human rights, providing accessible channels by which people can report any incidents of violence, harassment or discrimination and guaranteeing that accurate and impartial investigations will be conducted, respecting confidentiality and protecting the people who file any such reports from any retaliation.

For additional information on that indicated above, please refer to reference should be made to what is reported on the paragraph "20.1 General Information" of the Sustainability Report for the Financial Year.

Maximum number of offices held in other companies

First, Recommendation 15 of the Code did not apply to the Company until 2023, as it exclusively applied to "large companies", a category in which MAIRE did not fall until then.

After MAIRE acquired the status of a "large company" at the end of 2023, it began a specific assessment to evaluate any adjustments that needed to be made to its governance system in 2025 for alignment with the Principles and Recommendations set out in the Code for companies in this category of companies. Moreover, MAIRE retained its status as a "large company" at the end of 2024.

With specific regard to the Recommendation mentioned above, on 4 March 2025, the Company's Board of Directors resolved to update MAIRE's governance by adopting, by the end of 2025, its own guidance on the maximum number of positions in management or control bodies of other listed companies or large companies that can be considered compatible with the effective performance of one's duties as director of MAIRE, including, where deemed necessary or appropriate, the involvement of the board committees insofar as they are concerned. In this resolution, the Board of Directors deemed it appropriate to defer the drafting of the guidance mentioned above to the new board that will be appointed by the shareholders called to approve the financial statements at 31 December 2024.

4.4 OPERATION OF THE BOARD OF DIRECTORS (pursuant to article 123-bis, paragraph 2, letter d) of the CFA

Article 16 of the Articles of Association sets out the main rules for the functioning of the Company's Board of Directors. More specifically, the Articles of Association regulate, inter alia (i) the procedures and terms for convening meetings of the Board of Directors, including in cases of urgency; (ii) the minimum content of the notice of call of meetings of the administrative body; (iii) the conditions required for the valid holding of board meetings even in the absence of prior convocation; (iv) the conditions required for the valid holding of board meetings by means of video and teleconference; v) the provisions regarding the chairmanship of individual meetings, normally assumed by the Chairman of the Board of Directors; vi) the quorum requirements for the valid constitution of the Board of Directors and for the adoption of resolutions on the items on the agenda, also taking into account the directors' own interests or those of third parties; and vii) the appointment of the Secretary of the Board of Directors and the procedures for recording the minutes of the resolutions of the Board of Directors.

Currently, the disclosure to the Directors and Auditors is made available to them – normally within the same notice period – via a dedicated portal, both with full documentation and with summary notes and/or presentations clarifying the most significant, relevant points to the decisions under resolution.

During the Financial Year, an adequate management of the pre-conciliar and council information has been guaranteed (also in terms of timing of dispatch) - by the Chairman, with the support of the Secretary of the Board of Directors - combining the needs of confidentiality and usability, thanks also to the IT portal accessible exclusively to Directors and Auditors, with the completeness and timeliness of the information.

It should also be noted that, to the extent of their competence, the relevant issues are examined in advance by the committees with investigative, proposing and advisory functions established within the Board, which meet on a date, as a rule, prior to the meeting and, where possible, at least five days before, or within the term of call of the Board meetings , in such a way that the information subject to prior assessment by the committees is made available to the Board within the same term of call, or in meetings of the Board of Directors that examine, even in more than one meeting, in advance the matters whose resolution will be taken in subsequent 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 Chairman shall also ensure that adequate and accurate clarifications are provided regarding items to promote a constructive debate with the involvement of Directors and Auditors, including the independent and non-executive.

It is specified that the meetings of the Board of Directors of MAIRE are regularly attended by the Head of the Group Corporate Affairs, Governance, Ethics & Compliance Department as also the Secretary of the Board of Directors which, if necessary, illustrates the issues of competence of its Department, with the support of the Head of Group Corporate Affairs & Governance and the Head of Compliance, Ethics & Diversity and Inclusion, concerning the items on the agenda of the Board of Directors. In addition, the Group Chief Financial

Officer and the Manager in Charge of preparing the Company's Financial Reports (the "Financial Reporting Manager" whom, as from 24 October 2024, the Board has also recognized the responsibility for the attestation on sustainability reporting), the Head of Group Corporate Affairs & Governance, as well as, from time to time, depending on the items on the agenda, the Group Human Resources, ICT, Organisation and Procurement Senior Vice President of the Company, the Head of Group Internal Audit, the Head of Compliance, Ethics & Diversity and Inclusion, the Head of Group Risk Management, Special Initiatives and Regions Coordination, the Head of Group Risk and Insurance Management, the Head of Group HSE&SA and Project Quality, the Head of Sustainability Reporting, Performance and Disclosure, the Head of Group Sustainability and Corporate Advocacy as well as other Group executives to illustrate specific issues. During the Financial Year, 14 MAIRE's Board of Directors' meetings have been held with an average duration of approximately 2 hour and 15 minutes.

For the Financial Year 2025, 13 Board of Directors' meetings are envisaged. By the date of approval of the Report, the Board had met 3 times, respectively on 6 February, 25 February and 4 March 2025.

For more information on the availability of time provided by each Director, please refer to Table 2 attached to this Report.

4.5 ROLE OF THE CHAIRMAN

The Ordinary Shareholders' Meeting of 8 April 2022 confirmed Fabrizio Di Amato as Chairman of the Board of Directors, thus confirming him in the position he had already held during the previous board term. 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 Articles of Association, as well as the delegated powers and authorities already conferred to him in the previous term of office. These were last confirmed, as far as may be necessary, by the Board of Directors on 19 April 2023, as follows:

1) as Chairman of the Board of Directors:
- a) manage the orderly conduct of the Board of Directors' meetings, 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 most suitable documentation to allow the Directors effective participation in the work of the Board to be sent, sufficiently in advance,;
- b) ensure adequate information flows between the Board Committees and the Board, facilitating the consistency of the decisions of the corporate bodies of the Company;
- c) act as an effective interlocutor between the Board of Directors and 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, by executing 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, by executing the guidelines of the Board of Directors, the activities of the Group Corporate Affairs, Governance & Compliance Department;
- h) oversee the fulfilment of reporting disclosure obligations in the field of non-financial information (Sustainability) of the Company and the Group.

The assignment of the above powers to the Chairman fully meets the need to adequately, effectively and efficiently allocate management powers referring to the Company, taking into account: i) the size and complexity of MAIRE and the Group that it leads; ii) the relevant legislative and regulatory context, and iii) the continuous evolution of the markets and business sectors in which the Company and Group operate. The above is also considering the Chairman's specific role as Group Corporate Affairs, Governance, Ethics & Compliance and Institutional Relations Senior Executive within MAIRE's current organisation, his professional experience and specific expertise (with specific regard to MAIRE's legislative and regulatory context), and knowledge of the Company and the Group, as well as the markets and business sectors in which they operate.

In particular, during the Financial Year, the Chairman - in the exercise of his powers and responsibilities and in addition to what has already been indicated in Section 4.4 of this Report - ensured, with the support of the Secretary of the Board, that the Functions of the Company and of the Group prepared complete and exhaustive supporting documentation - including summaries, in the case of particularly complex issues necessary for the discussion of the items on the agenda, to be made available in view of the meetings of the Board of Directors.

Moreover, the Chairman ensures the coordination of the activities of the Board committees with those of the Board; to this end, on the basis of periodical and profitable exchanges of information with the Chairman of the committees, which also take place with the support of the Secretary of the Board of Directors, he schedules the meetings of the administrative body of the Company, taking into account the competences and powers granted to the Committees by the Code and by the respective operating rules.

With the support of the Secretary of the Board, the Chairman ensured that the Managers of the Issuer responsible for the relevant corporate functions and external consultants were also invited to the Board and committee 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.

Furthermore, the Chairman of the Board of Directors, with the support of the Secretary of the Board and in line with the Recommendations of the Code and with what has already been done during the previous mandates of the Board of Directors, has promoted for the Year, also in his capacity as Group Corporate Affairs, Governance & Compliance and Institutional Relations Senior Executive of the Company "Induction Session" programmes in favour of the members of MAIRE's corporate bodies, in order to provide an adequate knowledge of the business sector in which the Company and the Group operate, also taking into account the specificities of the same, the company dynamics and their evolution, the principles of proper risk management as well as the regulatory and self-regulatory framework of reference, in accordance with Recommendation 12, letter d), Article 3 of the Corporate Governance Code.

In detail:

on 7 February 2024, an induction session was held to provide Directors and Statutory Auditors with a regulatory update on sustainability with a focus on the European Taxonomy Regulation and the Recommendations of the Task Force on Climate - Related Financial Disclosure (TCFD).
on 10 September 2024, an induction session was held to provide the Directors and Statutory Auditors with regulatory updates on sustainability, specifically focusing on Directive (EU) 2022/2464 (the "Corporate Sustainability Reporting Directive").

For specific details on the presence or development of adequate skills and expertise within the Board of Directors in order to oversee sustainability issues and how such expertise relates to the risks, impacts and significant opportunities of the business, reference should also be made to that set out in the paragraph "General Information" of the Sustainability Report of the Financial Year.

Board Secretary

On 8 April 2022, the Board confirmed Simona Dolce, Group Corporate Affairs, Governance, Ethics & Compliance Vice President of MAIRE, as its Secretary.

In fact, Article 16 of the Articles of Association provides that the appointment of the Secretary is reserved for the Board of Directors.

During the Financial Year, the Group Corporate Affairs, Governance, Ethics & Compliance Vice President supported the activities carried out by the Chairman of the Board of Directors in order to ensure:

• the completeness and comprehensiveness of the pre-consultation information, as well as the link between the Board's activities and those carried out by the relevant committees and the Board of Statutory Auditors;

the participation in Board of Directors meetings of the competent corporate functions according to the items on the agenda;
the adequacy and transparency of the Board of Directors' self-assessment process;
carrying out induction activities in favour of the Directors, also providing advice and assistance on aspects relevant to the proper functioning of the corporate governance system.

In addition, the Secretary of the Board of Directors has contributed directly through his work to:

maintaining continuous contact between the Chairman of the Board of Directors, the Lead Independent Director as well as the Chairmen of the Board committees;
the development, in agreement with the Chairman of the Board of Directors, of initiatives aimed at digitising the activities of the Board of Directors and the committees, and
supporting the interaction and coordination between the Board of Auditors and the Supervisory Body set up pursuant to Legislative Decree no. 231/01 of the Company.

4.6 EXECUTIVE DIRECTORS

Chief Executive Officers

Pursuant to article 17 of the Company Articles of Association, the Board of Directors may delegate its powers with the exclusion of those expressly reserved by law, 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.

On 21 April 2022, effective as of 15 May 2022, following the resignation provided by another Director, the Board of Directors appointed Alessandro Bernini to the position of Chief Executive Officer and Chief Operating Officer of the Company, assigning him all the powers of ordinary and extraordinary management of the Company that are not reserved to the Board of Directors (indicated in Section 4.1 of the Report) or the Chairman, to be exercised in Italy and abroad with single signature, unless otherwise provided for.

On 19 April 2023, Alessandro Bernini was therefore confirmed in the above-mentioned offices and powers, to the extent of his competence, by the Shareholders' Meeting and the Board of Directors of the Company. Alessandro Bernini will remain in office until the expiration of the other current Directors' and, therefore, until the date of the Shareholders' Meeting that will be called to approve the financial statements as at 31 December 2024.

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

Report on Corporate Governance and Ownership Structure 2024 41 Specifically, Alessandro Bernini, as Chief Executive Officer of the Company, oversees the following Departments: (a) Group Administration, Finance and Control Function (to which report Investor Relations, Merger & Acquisition and Cooperation Agreements, the Deputy Group CFO and AFC and Sustainability Reporting) which includes Group Planning & Control, Contract & Subcontract Management, Project Control, Finance, Fiscal Affairs, Administration and Financial Statements and Sustainability Reporting, Performance

and Disclosure; (ii) Group Human Resources, ICT, Organization & Procurement – which includes Administration & Management, Procurement, Organization, ICT & System Quality, Development & Compensation and Security; (iii) Group Risk Management, Special Initiatives and Regions Coordination – which includes Regions Coordination Support, Corporate Real Estate and Risk and Insurance Management; (iv) Legal Affairs and Contracts – which includes Contracts Negotiation, International Regulations Management, International Arbitrations, Litigations, Legal Support to Contract & Claim Management, Legal support to Procurement & Sub-contracts and Extraordinary Transactions and Claims Management; (v) Group Technology & Licensing Strategy; (vi) Group HSE&SA and Project Quality; (vii) Corporate and Business Strategy– which includes Digital Transformation Services; (viii) Group Projects Excellence.

In addition, Alessandro Bernini, as Chief Operating Officer of the Company, is responsible for defining strategic business and operational activities and initiatives to strengthen the geographical presence of the Group. For this purpose, the North America Region; Central and South America Region; Africa Region; India and Mongolia Region; Central and East Europe Region; Central Asia, Caspian and Turkey Region; Saudi Arabia, Kuwait, Oman, Bahrain Region; UAE, Qatar, Iraq, Jordan Region; China Region, Malaysia, Brunei, Singapore, Australia and Cambodia Region, Indonesia, Philippines, South Korea, Thailand and Vietnam Region; South Europe Region and North Europe Region report to Alessandro Bernini as Chief Operating Officer.

Alessandro Bernini has been assigned the following powers:

a) to determine the strategies in terms of general guidance and the development policy of MAIRE 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 and the Group and to ensure that the organisational, administrative and accounting structure of MAIRE 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 sustainability) and financial plans, as well as the investment plans of MAIRE 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 (including those relating to sustainability topics), 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;
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.

Chairman of the Board of Directors

As more fully specified in Section 4.5 of this Report to which reference should be made, the Chairman of the Board of Directors, Fabrizio Di Amato - who does not qualify, pursuant to the Code, as Chief Executive Officer of the Issuer - received, on 8 April 2022, from the Board of Directors specific powers, in addition to his role as Chairman, as Group Corporate Affairs, Governance & Compliance and Institutional Relations Senior Executive of the Company.

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 Chief Operating Officer Alessandro Bernini 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.

Other executive directors

There are no other executive Directors apart from the CEO and Chief Operating Officer Alessandro Bernini and the Chairman of the Board of Directors Fabrizio Di Amato.

For details on the roles and responsibilities of the administration, management and control bodies in overseeing the procedures for the management of risks, impacts and significant opportunities, including for the purposes of business strategy control, reference should also be made to that set out in the paragraph "20.1 General Information" of the Sustainability Report of the Financial Year.

4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR

Independent Directors

As of the date of the Report, there are five independent Directors of the Board out of a total of nine, namely: Gabriella Chersicla, Paolo Alberto De Angelis, Isabella Nova, Cristina Finocchi Mahne and Maurizia Squinzi.

The Board of Directors - implementing the provisions of the Corporate Governance Code and on the basis of the information available and the declarations made by the interested parties - have ascertained, whenever necessary, the continued existence of the independence requirements of the Directors as declared.

Specifically, during the first useful meeting after their appointment held on 8 April 2022, the Board verified that they meet the requirements to be qualified as independent according to the Principles and Recommendations of the Corporate Governance Code, also taking into account the quantitative-qualitative criteria defined by the Board of Directors in implementation of Recommendation 7 below, as well as according to the criteria dictated by Article 147-ter, paragraph 4 of the CFA, which refers to the criteria indicated in Article 148, paragraph 3 of the CFA, disclosing the outcome of such evaluations to the market through a press release. It should be noted that, during this meeting, Director Gabriella Chersicla, taking into account the circumstance established by Recommendation 7, letter e) of the Code and her seniority in office, provided the Board of Directors with additional information deemed useful by her in order to allow the Company's board of directors to assess the permanence of the independence requirement in her regard, also in consideration of the general principle of substance over form enshrined in the Code.

This verification confirmed the existence of the independence requirements for Directors Gabriella Chersicla, Paolo Alberto De Angelis, Francesca Isgrò (who later stepped down), Cristina Finocchi Mahne and Maurizia Squinzi, confirming that they can be qualified as independent pursuant to Article 147-ter, paragraph 4 of the CFA and Article 2 of the Corporate Governance Code.

Then, on 23 February 2023, the Board - pursuant to and for the purposes of art. 2, Principle VI and Recommendations 5, 6, 7 and 10 of the Corporate Governance Code, as well as pursuant to art. 148, paragraph three of the CFA - once again assessed the existence of the independence requirements of Directors Gabriella Chersicla, Paolo Alberto De Angelis, Francesca Isgrò (who later stepped down), Cristina Finocchi Mahne and Maurizia Squinzi, confirming that they can be qualified as independent pursuant to the above-mentioned regulations.

On 24 May 2023, following the co-optation of Isabella Nova as Independent Director of MAIRE, replacing Francesca Isgrò, the Board assessed - pursuant to and for the purposes of Article 2, Principle VI and Recommendations 5, 6, 7 and 10 of the Corporate Governance Code, as well as pursuant to Article 148, paragraph 3, of the CFA - the fulfilment of the independence requirements as declared by Isabella Nova for the appointment.

On 29 February 2024, the Board - pursuant to and for the purposes of art. 2, Principle VI and Recommendations 5, 6, 7 and 10 of the Corporate Governance Code, as well as pursuant to art. 148, paragraph three of the CFA - once again assessed the existence of the independence requirements of Directors Gabriella Chersicla, Paolo Alberto De Angelis, Isabella Nova, Cristina Finocchi Mahne and Maurizia Squinzi, confirming that they can be qualified as independent pursuant to the above-mentioned regulations.

On 24 April 2024, the Board conducted another assessment of whether the Director Isabella Nova met the independence requirements following her confirmation as Independent Director by the shareholders during the Ordinary Shareholders' Meeting on 17 April 2024.

Lastly, on 25 February 2025 – pursuant to and for the purposes of art. 2, Principle VI and Recommendations 5, 6, 7 and 10 of the Corporate Governance Code, as well as pursuant to art. 148, paragraph three of the CFA – the Board once again assessed whether the Directors Gabriella Chersicla, Paolo Alberto De Angelis,

Isabella Nova, Cristina Finocchi Mahne and Maurizia Squinzi still met the independence requirements, confirming that they can be qualified as independent pursuant to the above-mentioned regulations.

It should be noted that, on 16 December 2021, the Board of Directors defined - having consulted the Board of Auditors, to the extent of its competence - the quantitative and qualitative criteria for assessing the "significance" i) of the business, financial and professional relations as per letter c) of Recommendation 7 of the Code, as well as ii) any additional remuneration as per letter d) of Recommendation 7 of the Code received during the previous three financial years on the independence of non-executive Directors who have declared themselves "independent". These criteria, which are available on the Company's website (www.groupmaire.com Section "Governance" - "Corporate Repository" - "Corporate Documents"), also apply to the members of the Board of Statutory Auditors, in implementation of Recommendation 9 of the Code.

More specifically, for the purposes of the periodic assessments carried out by the Board of Directors and the Board of Statutory Auditors on the permanence of the independence requirements, the Board has decided to consider "significant":

commercial, financial and professional relations, maintained also in the previous three financial years, with one of the persons referred to in letter c) of Recommendation 7 of the Corporate Governance Code if the total value of such relations is higher:
- a) 7% of the annual turnover of the legal person, organisation or professional firm of which the Director or Auditor has control or is a major representative or partner, as shown in the latest approved annual accounting document, or
- b) 7% of the annual taxable income of the Director or Auditor, as a natural person, as shown in the last tax return submitted.

Without prejudice to the above, the Board of Directors or the Board of Statutory Auditors, in the event that the Director or Auditor is also a partner of a professional firm or of a consulting company, shall assess - where deemed necessary - the significance of the professional relationships that may have an effect on the position and role of the latter within the firm or the consulting company or that in any case relate to important transactions of the Company and of MAIRE Group also independently from the previously defined quantitative parameters;

• additional remuneration received, even in the previous three financial years, from the companies referred to in letter d) of Recommendation 7 of the Code, if the total value of such remuneration exceeds the fixed annual remuneration for the office of Non-Executive Director, including the remuneration due for participation in the Board Committees, or the fixed annual remuneration for the office of Standing Auditor.

In any event, the Board of Directors or the Board of Statutory Auditors shall have the power to assess, at their discretion and in the best interest of the Company, the significance of the relations entertained and of the additional remuneration paid and their suitability to affect the independence of the Director declared as such or of the Statutory Auditor, the above in application of the general principle of substance over form and without prejudice to the necessary application of the "comply or explain" criterion provided for by the Code.

These criteria were also the basis for the verification of independence last carried out by the Board of Directors on 25 February 2025.

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 the Board of Statutory Auditors on 08 April 2022, after the appointment of the Board of Directors, and subsequently, following the checks carried out by the Board on the existence and/or permanence of the independence requirements for its members, the Board of Statutory Auditors positively verified the correct application of the assessment criteria and procedures adopted by the Board 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 of Statutory Auditors, again with a positive outcome, in the meeting of 3 March 2025.

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.

In continuity with the Company's good practices and in application of Recommendation 5 of the Code expressly addressed to "large companies", the independent directors meet in a meeting reserved to them, usually on an annual basis. These meetings are coordinated by the Lead Independent Director with the assistance of the Secretary of the Board of Directors.

During the meeting reserved for the Independent Directors – held on 21 November 2024 for the Financial Year, with the participation of the Board of Statutory Auditors - they shared some reflections on the actual functioning of the board of directors and of the board committees, as well as on matters of interest.

The Independent Directors met again on 13 January 2025 for a meeting reserved for them with the attendance of Board of Statutory Auditors, in order to share their reflections on the annual self-assessment of the Board of Directors and its committees for the Financial Year, which is the final year of the current Board's term of office.

The Independent Directors are committed to maintaining their independence.

Lead Independent Director

On 8 April 2022, the Board of Directors, taking into account the fact that the Chairman of the Board, Fabrizio Di Amato, is the party that indirectly controls the company, appointed - in compliance with the provisions of article 3, Recommendation 13 of the Corporate Governance Code - Francesca Isgrò as Lead Independent Director until the approval of the financial statements for the year ended at 31 December 2024.

It should be noted that, following the resignation provided on 24 May 2023 by Director Francesca Isgrò, on 28 June 2023 the Board of Directors appointed Cristina Finocchi Mahne as the new Lead Independent Director with a term of office until the approval of the financial statements for the Financial Year ending 31 December 2024.

The Lead Independent Director is a point of reference and 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.

During the Financial Year, Cristina Finocchi Mahne participated in 13 of the 14 meetings of the Board of Directors and, as a Member, in all the meetings of the Related Parties Committee.

5 MANAGEMENT OF CORPORATE INFORMATION

On 25 January 2018, after obtaining the favourable opinion of the Control, Risk 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".

Without prejudice to the effectiveness and adequacy of the procedures indicated above, at the approval date of this Report, the Company had completed the assessment activities to verify whether it required any updates in light of the amendments to the Market Abuse Regulation (MAR) as a result of the European Council approval of the Listing Act on 8 October 2024. The assessment activities will also take into account additional implementing regulations and/or guidance in this respect that might be enacted in the EU or nationally, as well as any developments in the related application practices.

On 6 February 2025, with the favourable opinion of the Control, Risk and Sustainability Committee, the Board of Directors updated the Internal Dealing Procedure, which had previously been updated on 11 May 2022.

On 25 February 2025, the Board of Directors adopted the "Policy for the management of dialogue with shareholders and other key stakeholders of MAIRE S.p.A." Please refer to Section 12 of this Report for details on this Policy.

The procedures are available on the Issuer's website (www.groupmaire.com, Section "Governance" - "Corporate Repository" - "Corporate Documents").

6 INTERNAL BOARD COMMITTEES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D), CFA)

The Board of Directors has established an internal Remuneration Committee and a Control, Risks and Sustainability Committee, both with investigative, propositional and advisory functions, in accordance with the provisions of the Corporate Governance Code. For the composition and functioning of each Committee, please refer to the Sections dedicated to them.

The functions were not distributed to the Committees differently from as recommended by the Code nor were reserved to the entire Board, without prejudice to that described 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 the management of Related-party transactions". Pursuant to the express resolution of the Board of Directors the principles and application criteria provided by the 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 the management of Related-party transactions ", reference is made to Section 10 of the Report.

At the date of this Report, no committees other than those envisaged by the Code have been set up, except as specified herein with reference to the powers on sustainability attributed to the Control, Risks and Sustainability Committee.

Finally, it should be noted that, with reference to the possible committee appointed, pursuant to Article 1, Recommendation 1, letter a) of the Code, with the task of supporting the Board in the analysis of issues relevant to the generation of value in the long term for the purpose of approving the Issuer's and the Group's business plan, the Board of Directors, on 6 March 2025 - thus confirming what was already resolved by the Board of Directors on 1 March 2023 and 5 March 2024 - resolved not to set it up, taking into account the fact that the board of directors is already fully supported in the analysis of the issues indicated above by the Control, Risks and Sustainability Committee, to the extent of its competence, by the Executive Directors (and, in particular, by the Company's Chief Executive Officer ), as well as by the management of the Company and of MAIRE Group, invited to attend the Board and committee meetings in order to provide, where necessary or even just appropriate, all the necessary in-depth analyses.

7 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS COMMITTEE

7.1 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS

Board Review

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 Review"), 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. The Code requires that a self-assessment must be performed annually only for "large companies" other than those with "concentrated ownership," category to which the Company does not belong.

Without prejudice to the above, the Board of Directors, at its meeting held on 19 December 2022 and in acceptance of the suggestions that emerged during the annual meeting of the Independent Directors of 15 December 2022, deemed it appropriate to confirm the performance, on an annual basis, of the selfassessment of the Company's Board of Directors and its committees, also confirming the methodological approach used for this purpose during the Board's previous terms of office (i.e, for the first and second year of the term of office, through questionnaires and with the support of the Company's Group Corporate Affairs, Governance, Ethics & Compliance Department, for the third and final year of the term of office through the support of a specialised external consultancy firm).

In defining the above, the Board of Directors took into account of, 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. the preliminary considerations made by the Company's Independent Directors during the annual meeting reserved for them held on 15 December 2022, which concerned, inter alia, the annual selfassessment of the board of directors, its effectiveness and usefulness, positively assessed by the Independent Directors.

In line with the Company's good practices and considering the Independent Directors' opinion and the end of the current Board's term of office, the Board of Directors decided to have an advisory firm with specific expertise assist it in the Board Review for the Financial Year. The Secretary of the Board of Directors, who is also responsible for the Company's Group Corporate Affairs, Governance, Ethics & Compliance, and the Head of MAIRE's Group Corporate Affairs and Governance carried out the selection procedure in close coordination with the Lead Independent Director. An expert advisory firm, Crisci & Partners, was appointed upon completion of the procedure. This advisory firm has not performed engagements for either MAIRE or any of its subsidiaries in the past 24 months.

Two senior Crisci & Partners consultants with expertise in board effectiveness conducted the annual selfassessment of MAIRE's Board of Directors and board committees for the Financial Year in line with the most advanced corporate governance methodology.

In line with self-assessment best practices, Crisci & Partners assisted the Board of Directors in the following stages of the assessment:

information collection: qualitative and quantitative information was gathered on the Board's composition. This preliminary stage was carried out according to the specific roles, by gathering information already available to the Company and through questionnaires and individual interviews agreed and planned with the support of the Company's Lead Independent Director and Group Corporate Affairs, Governance, Ethics & Compliance;
data processing: the preliminary staged information gathered was analysed and consolidated in such a way as to ensure that the Directors remained anonymous;
Report on Corporate Governance and Ownership Structure 2024 49 • preparation of the process output: after a collective discussion with MAIRE's Lead Independent Director, Secretary of the Board of Directors and Head of Group Corporate Affairs and Governance

on the findings that arose from the processing of the data, Crisci & Partners formalised the results of the process in a specific document summarising the methodologies adopted and the results obtained.

Using the format suggested by best practices for corporate governance board reviews, the questionnaire focused on various areas relating to the composition and functioning of the Board and board committees. The findings of the assessment were excellent in all areas of analysis.

In addition to having all Directors (including the Chairperson and Chief Executive Officer) fill out the questionnaire, the process also included individual interviews in which the most significant issues highlighted by each Director were discussed. The consultants also met with the Chairperson of the Board of Statutory Auditors and the Secretary of the Board of Directors as part of the process. The process was completed in the last two weeks of February 2025 and the results of the activity, summarised in a specific summary report, were presented and discussed during the board meeting on 25 February 2025.

The Directors expressed their complete satisfaction and appreciation with respect to the size, composition and functioning of the Board of Directors and its committees, which operate in perfect compliance with the Corporate Governance Code and best practices, both in Italy and internationally. MAIRE's Board participated in the Group's development, supporting significant strategic, size and organizational changes.

In this respect, the Board reached a balanced composition and highly stable functioning, the result of a deep and steady commitment to the pursuit of sustainable success, the Company's ultimate aim.

The self-assessment analysis performed for the Financial Year focuses on two reflection areas:

changes in the functioning of the Board and
its outlook on the composition of the lists for the renewal of the management body for its new term of office.

With regard to the changes in the functioning of the Board, the Directors rated the performance of its functioning at the level of best practices, confirming the degree of maturity and experience achieved, with the organisational and coordination support of the Company's Group Corporate Affairs, Governance, Ethics & Compliance.

The Board's main strengths were deemed to be found in the effective and transparent management of its activities thanks to the Chairman's and Chief Executive Officer's leadership, in its diversified composition and complementary areas of expertise, in the high level of cohesion and internal cooperation and in the quality of discussions.

The conclusion recommendations for improvement consisted in: i) maintaining a focus on the Board's continuous training, particularly with regard to the Company's and the Group's business (with a focus on the subsidiary NextChem S.p.A.'s business); ii) technological analyses, (digital and cyber, also related to risks) and sustainability (ESG) analyses; iii) further improving the transmission of documentation to support the Board's work so that it is increasingly timely; iv) simplifying the material for the Board with regard to one-off transactions, limiting excessive detail and encouraging summaries, and v) increasing opportunities for all Board members to meet in person to strengthen their team spirit.

As for the Board's outlook on the composition of lists for the appointment of the management body for the new term of office, the self-assessment performed for the Financial Year has given rise to a series of reflections and indications on the upcoming renewal of the Board, with a view to providing shareholders with guidance on its optimal composition.

In particular:

the current number of Board members is fully adequate. This structure makes it possible to properly allocate duties and the composition of board committees;
the Board's self-assessment shows the positive endorsement of the current portfolio of skills and expertise. In preparation for the renewal, the Board identified certain issues to share with shareholders regarding the expertise necessary to ensure an optimal composition of the body: i) widespread presence of risk management expertise, knowledge of international markets and assessment and strategy skills and ii) members with managerial experience in industrial settings and energy transition know-how.

As previously indicated in section 4.3 of the Report, the results of the self-assessment were used as the basis for the BoD Composition Guidelines to which reference should be made.

The results of the self-assessment relating to the committees showed that the current number and type of committees are considered fully in line with corporate needs. The Board noted that the number of members of the Control, Risk and Sustainability Committee might need to be increased to expand the range of skills in the committee and facilitate the distribution of its activities.

The results of the Self-Assessment were then illustrated and discussed during the MAIRE's Board meeting on 25 February 2025.

Succession plans

On 4 March 2025, the Board of Directors resolved not to adopt a Succession Plan for the Executive Directors pursuant to Recommendation no. 24 of the Code (the "Succession Plan"), as the Company's governance structure, which includes two Executive Directors and Top Executives with in-depth management experience and specific expertise in the reference business, enables the management, in the short term, of any disruptions arising from, for instance, the replacement of Executive Directors ahead of the end of their term or who resign, thus guaranteeing continuity and stability in the Company's and the Group's operations.

Furthermore, the Company and the Group have put in place methodologies to monitor the competence system at top management level. They also have adequate internal emergency management procedures which enable them to handle, even only temporarily and on a contingent basis, but rapidly, any sudden discontinuance of assigned responsibilities or any temporary hindrance to the performance of such responsibilities and the identification of successors for strategic management positions.

Lastly, the Company has adopted the "MAIRE Flourishing Program", a specific program to identify and monitor high-potential resources through linked mentoring and development plans. This helps identify the

most adequate professionals when strategic positions are need to be filled. Specifically, this program is focused on encouraging engagement and reinforcing the MAIRE Group's values. It promotes the growth and development of key resources through ad hoc paths in order to support the next generation of managers in change management and the Company's long-term energy and digital transition strategy. It is based on dialogue and intergenerational communication. For additional information on this program and MAIRE's other mentoring programs, reference should be made to the "2025 Remuneration Policy and fees paid", prepared in accordance with article 123-ter of the CFA and article 84-quater of the Consob Issuers' Regulation and published on the Company's website (www.groupmaire.com, "Governance" Section – "Shareholders' Meeting Documents").

7.2 NOMINATING COMMITTEE

The Board of Directors of 8 April 2022 resolved not to establish, consistent with the previous terms of office, a NominatingCommittee, 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, upon obtaining the opinion of the Board of Auditors, if necessary.

In addition, the provision of the Articles of Association 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.

On 4 March 2025, the Board of Directors confirmed its decision not to set up a Nominating Committee, citing the conclusions it had previously reached in this respect and considering the results of the annual selfassessment of the Board and its committees for the Financial Year. Indeed, the results of the self-assessment did not highlight any need to establish additional committees or extend the duties of existing committees to ensure the Company's ability to function properly.

8 REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE

8.1 DIRECTORS' REMUNERATION

General remuneration policy

For information on the general remuneration policy, reference should be made to the Report on the 2025 Remuneration Policy and fees paid, prepared pursuant to article 123-ter of the CFA and made available to the public on the website of the Company (www.groupmaire.com, Section "Governance" - "Annual Shareholders' Meeting Documents"), approved by the Board of Directors on 4 March 2025, on proposal by the Remuneration Committee.

Remuneration of Executive Directors

For information on the policy for the remuneration of executive Directors, see the "Report on the 2025 Remuneration Policy and fees paid".

Share-based remuneration plans.

The Board of Directors' meeting in its previous composition, on 10 March 2021, on the proposal of the Remuneration Committee, having heard the opinion of the Board of Statutory Auditors for competence, approved the activation of the 2021-2023 Long-Term Incentive Plan (the "2021-2023 LTI Plan"). For further details, please refer to the relevant Information Document and, lastly, to the "Report on the 2025 Remuneration Policy and fees paid", available on the website www.groupmaire.com.

The Shareholders' Meeting of 30 April 2020 approved an Investment Plan in NextChem Tech S.p.A. financial instruments. (in that time NextChem S.p.A.) for the period 2020-2024 ("2020-2024 NextChem Plan"), in order to support the strategic path undertaken by MAIRE Group and the ongoing Green Acceleration project, aimed at creating a portfolio of technologies designed to best meet the requirements imposed by the ongoing revolution in the energy and chemical industry.

The Board of Directors' meeting of 25 February 2022, upon the proposal of the Remuneration Committee and after consulting the Board of Statutory Auditors, approved the introduction of a new equity-based longterm incentive plan, structured over three three-year cycles.

The same Board, upon the proposal of the Remuneration Committee and after consulting the Board of Statutory Auditors for competence, approved the activation of the First Cycle for the three-year period 2022- 2024 ("2022-2024 LTI Plan "), consistent with the company's strategic evolution and the time horizon of the Board of Directors' mandate approved by the Shareholders' Meeting of 8 April 2022. In continuity with the previous long-term incentive plans already activated, the proposal for this Plan arises from the need to continue the retention of key resources in the long term, for the achievement of strategic objectives and the creation of sustainable value for Shareholders and Stakeholders. The LTI 2022-2024 Plan, in continuity with the previous approved long-term incentive plans, envisages the granting to the Chief Executive Officer and Chief Operating Officer in office and to selected top Group Executives of rights to receive free MAIRE Shares, at the end of the three-year vesting period (2022-2024), subject to the verification of the level of achievement of specific consolidated performance conditions, measured annually and at the end of the three-year reference period, also related to sustainability issues. To reinforce the retention objective of the 2022-2024 LTI Plan and to adopt mechanisms to link short-term results to longer-term value creation, 30% of the vested Shares will be deferred in two equal portions for a period of 12 and 24 months respectively from the date of attribution of the first portion, equal to 70%, assuming they remain in office in the MAIRE Group.

Continuing with the retention and creation of sustainable value for Shareholders and Stakeholders, and in line with the three-year long-term plan approved by the Board of Directors on 25 February 2022, the Board of Directors of 1 March 2023 approved, upon the proposal of the Remuneration Committee and after consulting the Board of Statutory Auditors for competence, the activation of the Second Cycle for the three-

year period 2023-2025 ("2023-2025 LTI Plan"), approved by the Ordinary Shareholders' Meeting of 19 April 2023. The LTI 2023-2025 Plan, in continuity with the previous approved long-term incentive plans, provided for the granting to the Chief Executive Officer and Chief Operating Officer in charge and to selected top Group Executives of rights to receive free MAIRE Shares, at the end of the three-year vesting period (2023-2025), subject to the verification of the level of achievement of specific consolidated performance conditions, measured annually and at the end of the three-year reference period, also related to sustainability issues. To reinforce the retention objective of the 2023-2025 LTI Plan and to adopt mechanisms to link short-term results to longer-term value creation, in continuity with the previous long-term incentive plans already approved in the past, 30% of the vested Shares will be deferred in two equal portions for a period of 12 and 24 months respectively from the date of allocation of the first portion, equal to 70%, assuming they remain in the MAIRE Group.

As with the approval of the two plans mentioned earlier and in line with the three-year long-term plan approved by the Board of Directors on 25 February 2022, upon the proposal of the Remuneration Committee and having consulted with the Board of Statutory Auditors with respect to the matters for which they are concerned, on 5 March 2024 the Board of Directors approved the activation of the Third Cycle for the threeyear period 2024-2026 ("2024-2026 LTI Plan"), approved by the shareholders during the Ordinary Shareholders' Meeting on 17 April 2024. Like the previous approved long-term incentive plans, the LTI 2024- 2026 Plan assigned to the Chief Executive Officer and General Manager in office and to selected top Group Executives rights to receive free MAIRE shares at the end of the three-year vesting period (2024-2026), subject to the verification of the level of achievement of specific consolidated performance targets, measured annually and at the end of the three-year reference period. These performance targets also relate to sustainability topics. In this respect, in order to reinforce the weight of ESG topics in the measurement of management's performance further, in line with best practices on the market and the recommendations of the proxy advisor, the weight of the ESG target in the Plan was increased to 20% of the total, doubling its weight in previous plans. Like the previous long-term incentive plans approved in the past, 30% of the vested Shares will be deferred in two equal portions for a period of 12 and 24 months respectively from the date of allocation of the first share of 70%, assuming the beneficiaries have remained in the MAIRE Group.

Furthermore, on 17 April 2024, upon the proposal of the Board of Directors, with the favourable opinion of the Remuneration Committee and having consulted with the Board of Statutory Auditors with respect to the matters for which they are concerned, the shareholders approved the "Plan of Restricted and Matching Shares for the Chief Executive Officer and General Manager of MAIRE S.p.A.", arising from the conversion of the deferred portion of the one-off extraordinary bonus assigned to the Company's Chief Executive Officer in December 2023 into MAIRE shares

In addition to the conversion mentioned above, this Plan also provides for the assignment of a number of Rights to Receive Shares equal to those assigned by virtue of such conversion upon the attainment of a predetermined performance objective, under the terms and conditions set forth in the Rules, as described in the Plan's Information Document, to which reference should be made.

On the basis of the positive experience of the 2016-2018 and 2020-2022 Employee Share Ownership Plans, which saw the overall participation of more than 94% of the possible Beneficiaries, as a lever of integration and engagement towards the achievement of corporate success objectives, the Board of Directors of 1st March 2023 approved, based on the proposal of the Remuneration Committee and after consulting the Board of Statutory Auditors for competence, the start of a new Employee Share Ownership Plan, for the three-year period 2023-2025, which provides for the allocation of MAIRE shares to all employees, depending on the achievement of a consolidated industrial parameter and objectives linked to the Group's sustainability strategy. This Plan was approved by the Shareholders' Meeting of 19 April 2023.

For more information about share-based remuneration plans, including their implementation, reference should be made to the "Report on the 2025 Remuneration Policy 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.groupmaire.com.

To bolster the retention and creation of sustainable value for shareholders and stakeholders, in keeping with the previous plans and best practices, and in accordance with the Recommendations of the Corporate Governance Code, on 4 March 2025, upon the proposal of the Remuneration Committee and having consulted the Board of Statutory Auditors with respect to the matter for which they are concerned, the Board of Directors approved the activation of a new equity-based long-term plan, divided into three three-year cycles (2025-2027; 2026-2028; 2027-2029). Each Cycle will refer to a three-year performance period followed by a 24-month deferral period applicable to 30% of the Bonus (15% after 12 months and 15% after the next 12 months), in order to align with the best market practices, according to which most of the incentive should refer to a time horizon of at least five years. During the same meeting on 4 March 2025, the Board also resolved to active the First Cycle of the plan for the 2025-2027 three-year period ("2025-2027 LTI Plan"), which will be submitted for approval to the Ordinary Shareholders' Meeting scheduled for 14 and 15 April 2024, on first and second call, respectively. The LTI 2024-2026 Plan, always in continuity with the previous approved long-term incentive plans, envisages the granting to the Chief Executive Officer and Chief Operating Officer in office and to selected Group Top Executives of rights to receive free MAIRE Shares, at the end of the three-year vesting period (2024-2026), subject to the verification of the level of achievement of specific consolidated performance conditions, measured annually and at the end of the three-year reference period, also related to sustainability issues. In continuity with the previous long-term incentive plans already approved in the past, in order to strengthen the retention objective of the 2024-2026 LTI Plan and to adopt mechanisms to link short-term results to longer-term value creation, 30% of the vested Shares will be deferred in two equal portions for a period of 12 and 24 months respectively from the date of allocation of the first portion, equal to 70%, assuming they remain in office in the MAIRE Group.

For further details on this Plan, refer to the "Report on the 2025 Remuneration Policy and fees paid " and the Plan's Information Document, available at www.groupmaire.com.

For information on the policy for the remuneration of Non-Executive Directors, see the "Report on the 2025 Remuneration Policy and fees paid".

Accrual and payment of remuneration

For information on the accrual and payment of remuneration and with reference to any incentive systems and remuneration policies linked to sustainability, see the "Report on the 2025 Remuneration Policy and fees paid" and on the paragraph "20.3 Social" of the Sustainability Report of the Financial Year.

Indemnity to Directors in the case of resignation, dismissal or employment 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, paragraph 1, letter i), of the CFA), reference is made to the relevant section of the "Report on the 2025 Remuneration Policy and fees paid".

8.2 REMUNERATION COMMITTEE

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

The Board of Directors met on 8 April 2022, following the Shareholders' Meeting, appointed Paolo Alberto De Angelis, Luigi Alfieri and Francesca Isgrò as members of the Remuneration Committee, with a term of office until the approval of the financial statements as of 31 December 2024, appointing Paolo Alberto De Angelis as Chairman of the Committee.

It should be noted that following the resignation of Francesca Isgrò on 24 May 2023, the Board of Directors appointed, on 28 June 2023, Isabella Nova as the new Member of the Remuneration Committee in her replacement.

Therefore, as of 28 June 2023, the Remuneration Committee is composed of: Paolo Alberto De Angelis (Chairman), Isabella Nova and Luigi Alfieri.

All Committee members currently in office are non-executive Directors and, in addition, Paolo Alberto De Angelis and Isabella Nova are qualified as Independent Directors.

The Board recognises that all Remuneration Committee members currently in office, considering the relevant professional profile, have an adequate knowledge and expertise in financial matters or remuneration policies.

Report on Corporate Governance and Ownership Structure 2024 56 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 documentation supporting the meetings of the Remuneration Committee is made available to the Committee members and the Statutory Auditors, normally within the same notice period,

through a dedicated portal. During the Fiscal Year, adequate management of the information (including in terms of timing of dispatch) was ensured, balancing confidentiality and usability needs, thanks also to the IT portal accessible exclusively by the Committee members and the Statutory Auditors, with the completeness and timeliness of the information.

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

In Financial Year 2024, the Remuneration Committee met 9 times, and precisely: on 12 February, 22 February, 4 March, 23 April, 27 May, 8 July, 29 July, 12 December and 18 December 2024. The meetings of the Remuneration Committee lasted an average of 1 hour and 10 minutes 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 at each meeting.

For Financial Year 2025, 10 meetings of the Remuneration Committee are scheduled, 4 of which were already held, respectively, on 15 January, 11 February, 18 February and 28 February 2025.

For further information on the composition and operation of the Remuneration Committee, reference is made to Table 3 annexed hereto.

All members of the Remuneration Committee have actively participated in all its meetings and in the meetings of the Board of Auditors and, invited by the Committee itself, the following have also participated: Group Human Resources, ICT, Organisation & Procurement Senior Vice President, the Group Development & Compensation Vice President and, for regulatory and normative profiles, the Group Corporate Affairs, Governance, Ethics & Compliance Vice President and Head of Group Corporate Affairs and Governance of the Company. The functions in charge of supporting the Remuneration Committee also used the support of external consultants.

Functions of the Remuneration Committee

In accordance with the provisions of Article 5, Recommendation 25 of the Code and as also prescribed in Article 3 of the Remuneration Committee Rules, the latter 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 shared-based incentive on the short and long term;
periodically assess the appropriateness, 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 objectives 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 remuneration report 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 Italian Civil Code, in accordance with applicable regulatory requirements.

In defining the proposed policy for the remuneration of Directors and Senior 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 have availability of, 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 Financial Year, the Remuneration Committee periodically assessed the adequacy, overall consistency and concrete application of the policy for the remuneration of directors and top executives.

During the Financial Year, the Remuneration Committee, supported by the Company's Group Human Resources, ICT, Organisation & Procurement Department, analysed the proposals submitted to it by the Company and expressed a favourable opinion on them.

In particular, in line with the provisions of the Remuneration Policy for the year 2024, approved by the Shareholders' Meeting of 17 April 2024, the Committee, during the Financial Year, supported the Board of Directors, to the extent of its competence, with:

the implementation of the Third equity-based cycle (2024-2026) of the Long-Term Incentive Plan approved by the Shareholders' Meeting and, in particular, in the definition of the related Regulation;
the launch of the Second Cycle (2024) of the 2023-2025 Employees Share Ownership Plan, dedicated to all employees, providing for the assignment of the Rights under the terms defined in the related Regulation;
the implementation of the restricted and matching shares plan for the CEO and General Manager, approved by the shareholders and provided its support, in particular, in the definition of the applicable rules;

in the definition of the proposed objectives for the 2024 Financial Year (MBO 2024) of the Chief Executive Officer and Chief Operating Officer and the Head of Group Internal Audit, and the proposal to update the compensation package for the above. As part of its monitoring activities of the incentive systems in force, the Remuneration Committee also submitted to the Board of Directors on 30 May 2024, following the verification of the level of achievement of the performance objective set for the First Cycle (2023) of the 2022- Employees

Share Ownership Plan, the authorisation for the allocation - which took place on 8 July 2024 - of the related Shares to the over 4,800 beneficiaries.

In addition, the Remuneration Committee, where required, reports to the Shareholders at the Annual Shareholders' Meeting pursuant to Article 2364, paragraph 2, of the Italian Civil Code, on the procedure for the exercise of their duties.

In the meetings of 11 February 2025 and 18 February 2025, the Remuneration Committee first reviewed, and thereafter on 28 February 2025, expressed an opinion in favour of the approval by the Board of Directors of the proposed "2025 Remuneration Policy" and of the "Report on the 2025 Remuneration Policy 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 Italian Civil Code, in compliance with currently applicable regulatory provisions, on the Company's website (www.groupmaire.com, "Governance" Section - "Shareholders' Meeting Documents").

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 Group Human Resources, ICT Department, Organization & Procurement 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, upon verifying the independence of the selected company, has availed itself of the compensationrelated advisory services provided by Willis Towers Watson, leading company in industry remuneration surveys by advisory activities and certification of management remuneration 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 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 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE

The Board defines the guidelines for the internal audit 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 (including those related to the environmental and social impacts of the Group's activities) 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

(including sustainability); (ii) assesses 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 avails itself of the collaboration of the Chief Executive Officer Alessandro Bernini and of the Control, Risks and Sustainability Committee which, inter alia, periodically reviews the report prepared by the Head of the Group Risk Management, Special Initiatives and Regions Coordination and by the Head of the Group Risk & Insurance Management relating to the risk profile for the commercial phase (pre-tendering, tendering/tendered) for the executive phase of projects (Project Risk Management), for activities performed by Corporate Functions (Enterprise Risk Management) and for insurance risk transfer programmes; it also takes into consideration the Organisation and Management Models of the Company and the Group companies pursuant to Legislative Decree 231/2001, adopted therein.

These Functions, within the scope of the Company's activities to align with the CSRD, also lent support in the identification of the impact, risks and key opportunities for the purposes of updating the MAIRE Group's sustainability plan.

In recent years, exceptional and unforeseeable events, such as the COVID-19 pandemic and geopolitical events, have expressed significant market disruptions on a global level, requiring an ability to adapt and react that only thanks to a flexible industrial model and an advanced risk management system, such as those adopted by the MAIRE Group, could be validly faced, also managing to express the planned growth path.

In this perspective, already in 2022 the Group initiated a process to strengthen its Risk Management system in order to (i) improve the existing model to manage and monitor opportunities and risks through an integrated approach, (ii) support business strategies with a risk analysis that is driven by a multi-geographic and regionbased approach, and (iii) provide guidelines for business development that takes into account the new global economic and geopolitical set-up.

The above included the completion of the Risk Evolve Project on 31 December 2023, aimed to introduce a new management process for Regional Opportunities and Risks ("Regional Opportunity & Risk Management" - RORM), capable of supporting MAIRE management in the pursuit of medium and long-term strategic objectives.

On 29 February 2024, the Board of Directors, having heard the opinion of the Control, Risks and Sustainability Committee, approved the adoption of the MAIRE Group's new integrated risk management model, as defined by the activities conducted as part of the Risk Evolve Project.

The new model is aimed at further strengthening and integrating the Group's Risk Management system (ERM PRM, and RORM), ensuring greater risks control and timely exploitation of opportunities, and providing the Risks and Sustainability Control Committee with clear information on the Group's exposure, at an aggregate and regional level, taking into account the defined strategic objectives.

The Board of Directors appointed the Head of Group Internal Audit, ensuring that she 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 proxies, 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, the Model 231 and the Business Integrity Policy.

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 and sustainability reporting. In fact, the Group management is convinced that the financial and sustainability risk management cannot be considered separately from the internal audit 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 and sustainability reporting, the Group has adopted a specific control system.

Lastly, it should be noted that MAIRE and its subsidiary Tecnimont, on the basis of the subjective requisites required, submitted, at the end of 2022, an application to adhere to the cooperative tax compliance scheme envisaged by Italian Legislative Decree no. 128/2015 (known as Cooperative Compliance), starting the process of dialogue with the Revenue Agency for the purpose of admission to the scheme.

On 21 December 2023, both were admitted to the Cooperative Compliance Scheme by measures of the Revenue Agency, with effect from the tax year 2022.

It should be noted that, in order to obtain this admission, both companies have implemented a tax risk control system (so-called "Tax Control Framework"), which is part of the broader Internal Control System.

The Tax Control Framework provides for - inter alia - the adoption of a Group Tax Strategy, already approved by MAIRE's Board of Directors and, subsequently, by Tecnimont's Board of Directors, as well as the adoption of a Tax Compliance Model, which defines the guidelines, methods, tools and organisation of the internal tax risk governance system of MAIRE and Tecnimont.

Main characteristics of the existing internal audit and risk management systems in relation to the financial reporting process pursuant to article 123-bis, paragraph 2, letter b), CFA and the sustainability reporting process pursuant to Italian Legislative Decree no. 125/2024

The risk management system related to financial and sustainability 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 Organisations of the Treadway Commission, is characterised by the presence of the following five components:

1. control framework;
1. risk assessment;
1. information and communication;
1. control activity:
Report on Corporate Governance and Ownership Structure 2024 61 5. monitoring.

In addition, in 2024, the Group introduced and integrated a sustainability reporting system within the control model. This system was designed in accordance with the ESRS and is also based on the CoSO framework. It integrates sustainability controls into the existing financial model, to ensure operating synergies and consistent assessments. Based on the principles of transparency reliability and complete data, this system includes structured processes for the collection, verification and consolidation of information. The control activities combine manual and automated checks to mitigate misstatement risks. The checks have been mapped in a risk control matrix ("RCM") based on risk assessments relating to the completeness, accuracy and consistency of data.

The administrative, accounting and sustainability 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.

For the purposes of fulfilling the obligations pursuant to article 154-bis of the CFA relating to the Financial Reporting Manager, the model for management of risks related to financial and sustainability reporting adopted by the 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 and sustainability 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 relevant in terms of financial reporting, the control activities and supervision of their effective implementation (Control Owner);
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 is part of MAIRE's Group AFC and Sustainability Reporting, with the task of supporting Group AFC and Sustainability Reporting Vice President, Deputy Group CFO and Financial Reporting Manager of MAIRE;
a reporting process to the Board of Directors, also through the Control, Risks and Sustainability Committee, which guarantees, inter alia, adequate information about the results of monitoring activities carried out;

• an attestation process to the outside, based on the reports and declarations made by the Financial Reporting Manager for the financial reporting of the Company 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 (including the Group's annual Sustainability Report) 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 checklist 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.

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 Financial Reporting Manager for the financial reporting of the Company with the help of a dedicated structure (Financial Controls), in synergistic cooperation with the Group Internal Audit Function.

During the Financial Year, the Control, Risk 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 5 March 2024, 31 July 2024 and, most recently, on 4 March 2025, the Board - having acknowledged the reports of the Control, Risks and Sustainability Committee and on the basis also of the reports of the Head of Group Internal Audit, the Supervisory Board, Group CFO (who also had the duties of the Financial Reporting Manager until 24 October 2024), the Financial Reporting Manager, the Head of Group HSE&SA and Project Quality, the Head of Group Risk Management, Special Initiatives and Regions Coordination, and

the Head of Group Corporate Affairs, Governance, Ethics & Compliance, the Head of Group Compliance, Ethics, Diversity & Inclusion with reference to the compliance activities carried out during the Financial Year and, in particular, with regard to risk management pursuant to Legislative Decree no. 231/01 - issued an assessment of the adequacy, effectiveness and effective functioning of the internal control and risk management system.

For details on i) the roles and responsibilities of the administration, management and control bodies in overseeing the procedures for the management of risks, impacts and significant opportunities, including for the purposes of business strategy control, ii) how the administration, management and control bodies are informed about sustainability issues and how these issues were addressed during the reporting period, and iii) the main characteristics of the internal control and risk management system for sustainability reporting, reference should also be made to the contents in the paragraph "20.1 General Information" of the Sustainability Report for the Financial Year.

9.1 CHIEF EXECUTIVE OFFICER

For the purposes of the Principles and Recommendations indicated in Article 6 of the Corporate Governance Code, Alessandro Bernini, effective 15 May 2022, holds the position of Chief Executive Officer (CEO) of the Company, responsible for establishing and maintaining the internal control and risk management system.

During the Financial Year, the CEO in office has:

identified the main company risks (including those related to sustainability), taking into account the characteristics of the activities performed by the Issuer and its subsidiaries and periodically submits them to the Board;
initiated the directions defined by the Board, managing the planning, implementation and management of the internal audit and risk management system, continuously verifying the overall suitability, efficacy and efficiency;
overseen the adaptation of said system to the dynamics of the operating conditions and the legislative and regulatory situation.

The prerogatives assigned to the Chief Executive Officer include:

the possibility of tasking the Group 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 Control, Risks and Sustainability Committee and the Chairman of the Board of Statutory Auditors;
the duty of promptly reporting to the Control, Risks 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;

Furthermore, the CEO expresses an opinion on the proposals made to the Board of Directors the appointment, removal of the Head of the Group Internal Audit Function.

The Company has also established an Internal Committee to oversee the internal audit and risk management system (the "SCIR Committee"), which has an advisory role, assisting the Chief Executive Officer with the task of aiding the corporate functions involved in the internal audit 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, whose permanent members are the Head of the Group Human Resources, ICT, Organisation & Procurement Department, the Group Chief Financial Officer, the Financial Reporting Manager, the Head of the Group Corporate Affairs, Governance, Ethics & Compliance Department, the Head of Group Compliance, Ethics, Diversity & Inclusion, the Group General Counsel, the Head of Group Internal Audit, the Head of Group Risk Management, Special Initiatives and Regions Coordination and the Head of Group Risk & Insurance Management, the Chief Information Security Officer and the Tax Risk Manager, 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.

During the Financial Year, the Chief Executive Officer did not find any critical issues to report to the Control, Risks and Sustainability Committee.

9.2 CONTROL, RISK AND SUSTAINABILITY COMMITTEE

In accordance with the recommendations of the Code, the MAIRE Board of Directors has established the Control, Risks and Sustainability Committee.

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

The Control, Risks and Sustainability Committee currently in office was appointed by the Board of Directors held on 08 April 2022, following the Shareholders' Meeting, and shall remain in office until the approval of the financial statements at 31 December 2024.

The Control, Risks and Sustainability Committee - in continuity with the 2019-2021 term -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 Control, Risk and Sustainability Committee members, considering the relevant professional profile, have an adequate knowledge and expertise in financial and accounting or risk management matters.

The Control, Risk and Sustainability Committee has its own operating regulation, approved by the Board of Directors most recently on 29 April 2019. In 2025, this regulation will undergo the formal alignments required to better reflect the Committee's sustainability responsibilities in accordance with the CSRD and Legislative Decree 125/2024.

The documentation supporting the meetings of the Control, Risk and Sustainability Committee is made available to the Committee members and the Statutory Auditors, normally within the same notice period, through a dedicated portal. During the Fiscal Year, adequate management of the information (including in terms of timing of dispatch) was ensured, balancing confidentiality and usability needs, thanks also to the IT portal accessible exclusively by the Committee members and the Statutory Auditors, with the completeness and timeliness of the information.

During the Financial Year, the Control, Risks and Sustainability Committee met 14 times, on 6 February, 27 February, 4 March, 22 April, 29 May, 30 July, 9 September, 19 September, 10 October, 23 October, 7 November, 25 November, 28 November and 13 December 2024. The meetings of the Control, Risks and Sustainability Committee lasted an average of 1 hour and 45 minutes and were regularly minuted. The Chairman of the Control, Risk 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 Financial Year 2025, 15 meetings of the Control, Risks and Sustainability Committee are scheduled, 3 of which were already held, respectively, on 30 January, 24 February and 4 March 2025.

For further information on the composition and operation of the Control, Risks and Sustainability Committee, reference is made to Table 3 annexed hereto.

The meetings of the Control, Risks and Sustainability Committee are regularly attended by the Board of Auditors, the Chief Executive Officer, also in the capacity of Chief Executive Officer responsible for the establishment and maintenance of the internal control and risk management system, by the Chief Financial Officer of the Group, the Financial Reporting Manager, the Manager of the Group Corporate Affairs, Governance, Ethics & 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 Group Internal Audit, the Head of Group Risk Management, Special Initiatives and Regions Coordination, the Head of Group Risk and Insurance Management, the Head of Sustainability Reporting, Performance and Disclosure, the Head of Group Sustainability and Corporate Advocacy and the Supervisory Board pursuant to Legislative Decree 231/2001 and, in general, depending on the items on the agenda to be discussed, apical Executives of the Company and external consultants.

Functions attributed to the Control, Risk and Sustainability Committee

Based on the recommendations contained in the Code and in compliance with article 3 of the Control, Risks and Sustainability Committee Regulation of MAIRE, the Control, Risks and Sustainability Committee:

a) assists the Board in the fulfilment of the tasks entrusted to it by the Code and the law relating to

Report on Corporate Governance and Ownership Structure 2024 66 internal control and risk management, namely:

(i) definition of the guidelines to be used for the internal audit 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 audit 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 the Group Internal Audit Ffunction, 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 audit 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 Group 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 Financial Reporting Manager for the financial reporting of the Company, 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 organisation, management and control model adopted by the Company pursuant to Legislative Decree no. 231/2001 (the "Decree 231");
f) reviews the periodic reports drafted by the Group 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 Group Internal Audit Function;
h) may ask the Group 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 evaluates sustainability issues related to the exercise of business activity and the dynamics of interaction with stakeholders;
- (ii) examines and evaluates the proposed sustainability strategy and plan, preparing an opinion for the Board of Directors' approval;
- (iii) examines and evaluates, with the support of the Financial Reporting Manager, the system for collecting and consolidating data for the preparation of the Group's "Sustainability Report" pursuant to Legislative Decree 125/2024;
- (iv) preventively examines the Group's "Sustainability Report", formulating an opinion for approval by the Board of Directors;
- (v) monitors the Company's positioning on sustainability issues, with particular reference to the Company's positioning in ethical sustainability indices;
- (vi) 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 audit and risk management system.

In the Financial Year, the Control and Risk Committee examined the periodical accounting reports with special focus, together with the Group Chief Financial Officer and the Financial Reporting Manager (whose duties were carried out by the Group Chief Financial Officer until 24 October 2024)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 of 31 December 2024, at the meeting held 5 March 2025.

On 4 March 2024, the Committee examined the Group's 2023 Sustainability Report, containing the Non-Financial Statement pursuant to Legislative Decree 254/2016, and expressed in opinion in favour of its approval by the Board of Directors.

Considering the new legislative framework introduced by the CSRD, during the Financial Year, the Committee also supported, insofar as it was concerned, the Board of Directors in the alignment of the Group's governance to the new provisions applicable to sustainability reporting.

In this context, with specific regard to the Internal Control and Risk Management System, the Committee assisted the Board in updating the "Internal control model for Sustainability Reporting", monitoring the effectiveness of the control system with respect to the ESRS. It also provided the Board with support in the approval process of the CSRD-compliant double materiality matrix in the identification of the impacts, risks and opportunities that will constitute the foundation of the Group's long-term sustainability strategies and, consequently, MAIRE Group's Sustainability Report for 2024.

Furthermore, the Committee supervised the information flows between the Financial Reporting Manager and the other company functions, ensuring that the results of the controls were adequately reported to the governance bodies and that any critical points were addressed with remediation plans.

Moreover, the Control, Risks and Sustainability Committee, once every six months, examined the regular reports by the Head of the Group 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 audit 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 the Group Internal Audit.

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

The Control, Risks and Sustainability Committee was also kept constantly informed about the progress of risk management activities, by the competent Function.

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

During the Financial 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 the subsidiary having strategic relevance for Tecnimont, with particular reference to the internal audit and risk management system.

Again during the Financial Year, the Committee monitored the preparation process for the Group's "Sustainability Report" for the Financial Year, examining and assessing the process used to collect and consolidate data and supporting the Board of Directors, insofar as it is responsible, by approving the proposed update of the "Preparation Procedure of MAIRE Group's Sustainability Report", approved on 25 February 2025 by the Board of Directors, on the Committee's proposal. This procedure laid the foundations of the preparation process of Group's Sustainability Report for the Financial Year. On the same date, the Board of Directors, upon the Committee's proposal, also updated the "Reporting Procedure for the European

Taxonomy Reporting Process", which also forms the basis of the preparation process of the Group's Sustainability Report for the Financial Year.

Moreover, the Committee met periodically with the Head of the Group Sustainability & Corporate Advocacy Function, in order to monitor the status of implementation of the multi-year Sustainability Plan approved by the Board of Directors, to receive information on the sustainability initiatives launched and to evaluate, to the extent of its competence, the proposals for updating the aforesaid Plan to be submitted for approval to the Company's Board of Directors, in conjunction with the approval of the Group's multi-year Business Plan.

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

As envisaged in article7 of the Control, Risk 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 Control, Risk 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.

9.3 HEAD OF THE GROUP INTERNAL AUDIT FUNCTION

On 8 April 2022, the Board of Directors, on the proposal of the Chairman of the Board of Directors, after obtaining the favourable opinion of the Director in charge of the internal control and risk management system (Chief Executive Officer, pursuant to the Corporate Governance Code) and of the Control, Risk and Sustainability Committee, and after consulting the Board of Statutory Auditors, resolved to confirm Erica Vasini as Head of the Group Internal Audit of MAIRE until her revocation, also confirming the remuneration package due to her, in line with corporate policies. The Board of Directors updated this remuneration package most recently on 30 May 2024, upon the Remuneration Committee's proposal, having consulted the Control, Risk and Sustainability Committee in accordance with Recommendation 33, letter b) of the Code and the Board of Statutory Auditors in line with the Company's best practices.

The Board has assured that the Head of the Group Internal Audit of MAIRE has adequate resources for the execution of her duties.

The Head of the Group Internal Audit is not responsible for any operational area and reports to 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 Group Internal Audit Function.

The Head of Group Internal Audit is responsible for verifying, 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 Control, Risks and Sustainability Committee, the Board of Statutory Auditors and the CEO, based on a structured process of analysis and prioritisation of the main risks.

During the Financial Year, the Group Internal Audit Function, within the scope of its 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 Internal Audit Function has prepared the periodical reports containing adequate information on 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 as well as the Chairman of the Board of Directors and the CEO, following discussion with the SCIR Committee.

During the year, the Group Internal Audit Function:

carried out the audits envisaged in the Annual Audit Plan, approved by the Board of Directors on 29 February 2024, having consulted the Control, Risks and Sustainability Committee, Board of Statutory Auditors and Chief Executive Officer. 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. 231/01 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 Group 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.

Lastly, it should be noted that the Board of Directors in its meeting of 25 February 2025 approved the Audit Plan covering 2025-2029.

9.4 ORGANISATIONAL MODEL pursuant to Legislative Decree 231/2001

The Board of Directors of the Company has deemed it necessary, since 2006, to introduce a Model 231, thus meeting the need to ensure fair and transparent conditions in the management of the Company's business and activities, especially with regard to prevention of the crimes set out and laid down in Legislative Decree no. 231/2001.

Over the years, the Company's Model 231 has been constantly updated for alignment with the organisational structure and changes in legislation. These updates most recently involved:

• the introduction of the offence of "False or omitted declarations for the issue of the preliminary certificate" (Legislative Decree 19/2023);

the updating of the whistleblowing regulation (Legislative Decree no. 24/2023);
amendments to the crime of "Use of third-country citizens illegally staying" Legislative Decree 20/2023);
amendments to the offences concerning copyright infringement (Law 93/2023)
the introduction of the offences of "Obstructing freedom of tender" (Article 353 of the Italian Criminal Code), "Obstructing freedom of the procedure for choosing a contractor" (Article 353-bis of the Italian Criminal Code), "Fraudulent transfer of valuables" (Article 512-bis of the Italian Criminal Code), and amendments to environmental offences (Law 137/2023).

This update was carried out by the Company's Group Compliance, Ethics, Diversity & Inclusion Function, which is part of the Group Corporate Affairs, Governance, Ethics & Compliance Department, which availed itself of the advice of a specialised company in the sector, BDO Advisory Services S.r.l.

As regards the structure of Model 231, it consists of a "General Part" - available on the website (www.groupmaire.com in the Section "Governance" - "Compliance" and a "Special Part". In the "General Part", after a brief illustration of the legal system 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 231, and ensure its update with all related training and communication activities. The "Special Part" consists in "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. Moreover, regular and ad hoc information flows to the Supervisory Board are always guaranteed.

The Company's Board of Directors has also appointed a Supervisory Body responsible for monitoring the adequacy, functioning, compliance and updating of Model 231, giving it autonomous powers of initiative and control for this purpose.

MAIRE's Supervisory Body is a board and consists of two external members - one of whom acts as Chairman - and of the Head of Group Internal Audit. They were chosen because of their expertise in law, economics and analysis of the corporate control system.

In the performance of its duties, the Supervisory Body may use the information and cooperation of Company functions. This may include receiving information flows. The Supervisory Body operates on the basis of preliminary plans of controls, which it performs on an annual basis. Every six months it prepares a report summarising the activities carried out, which it addresses to the Board of Directors and the control body. The operation of the Supervisory Body is governed by specific rules, adopted at the time of appointment.

Report on Corporate Governance and Ownership Structure 2024 72 On 8 April 2022, the Company's Board of Directors, following the expiration of its mandate, renewed the mandate of the Supervisory Board previously in office, composed of two external members, Franco Rossi Galante (Chairman) and Iole Anna Savini, and one internal member, Erica Vasini. This composition is already

in line with Recommendation 33, letter e) of art. 6 of the Corporate Governance Code, 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 of 31 December 2024.

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 companies established and operating under Italian law that are directly controlled by MAIRE (the so called ("sister companies"), have their own Model 231 and their own Supervisory Body.

As regards the Italian subsidiaries, either recently established or acquired during the period, the preliminary activities for the adoption of the Model 231 have been initiated.

The rules in the Company's Model 231 ("General Part" and "Special Part") also integrate with those set out in the Code of Ethics and the Business Integrity Policy, documents which are available at www.groupmaire.com, "Governance" Section - "Compliance").

The Code of Ethics incorporates the principles of "business ethics" and the values on which the identity and culture of Group are based. It applies to all Group companies, which are required to ensure compliance with its contents, both inside and outside the work environment.

The Code of Ethics is directed towards all members of the corporate bodies, control bodies, employees, interns, trainees, collaborators, suppliers, contractors, consultants, customers, business partners and, more generally, all those who act in the name and on behalf of MAIRE and the Group Companies as well as all other persons who come into contact with them in various ways.

In all other controlled companies or entities, the Group shall ensure that they adopt codes of ethics whose principles are the same as or in line with those of the Code of Ethics.

The Business Integrity Policy has been approved by the Board of Directors of MAIRE and is applicable to all MAIRE Group companies, which are required to adopt it by resolution of their Boards of Directors (or other equivalent administrative body) and to ensure compliance with its contents both inside and outside the work environment.

This Policy is aimed at reinforcing the awareness of the recipients with respect to the principles of transparency, correct management, good faith, trust, compliance with the law and zero tolerance towards corruption, which inspire MAIRE Group, which are made explicit in the Code of Ethics and Model 231 as well.

The Policy recipients are the same as for the Code of Ethics and coincide with the members of the corporate bodies, the control bodies, employees, interns, trainees, collaborators, suppliers, contractors, consultants, customers, business partners and, more generally, to all those who act in the name and on behalf of MAIRE and Group Companies as well as all other persons who come into contact with them in various ways.

Moreover, the Company has adopted a Group Whistleblowing Procedure, which was updated on 26 October 2023 to implement the legislative changes put in place by Legislative Decree 24/2023 (known as the Whistleblowing Decree).

This procedure governs the process of communicating, receiving, analysing and verifying whistleblowing reports of conduct in breach of the Code of Ethics, the Business Integrity Policy, the Organisation, Management and Control Model pursuant to Leg. Decree 231/01, acts constituting one of the offences provided for in Legislative Decree 231/01 and any other conduct that does not comply with national, European and international regulations or the MAIRE Group's document system.

This procedure offers various channels that whistleblowers may use to make their reports: the whistleblowing platform is available via link at whistleblowing.mairetecnimont.com or by postal mail, by writing to Group Corporate Affairs, Governance, Ethics & Compliance of MAIRE, Via Gaetano De Castillia 6/A, 20124, Milan (Italy), or to the Group company's Supervisory Body, if one has been appointed, at its registered office.

Whistleblowing reports are managed by a specific working group - consisting of the Group Corporate Affairs, Governance, Ethics & Compliance Vice President, the Chairperson of the Supervisory Body of the Group company to which the report relates, the Head of MAIRE's Internal Audit Function, Group Human Resources, ICT, Organization & Procurement Senior Vice President, Group General Counsel, the Head of Compliance, Ethics, Diversity & Inclusion and/or the Chairperson of the Supervisory Body of the sister company that controls the Group company to which the report relates - guaranteeing that the identities of the whistleblower, the person reported and anyone else mentioned in the report remain completely confidential, as do the content of the report and the related documentation.

Furthermore, this procedure expressly prohibits any form of retaliation or discrimination against the whistleblower and anyone who could be the target of direct or even indirect retaliation as a result of their role in the whistleblowing process and/or their relationship to the whistleblower or reporter.

With reference to the training and communication activities of Model 231, it should be noted that for employees of MAIRE, the "Sister Companies" and all companies indirectly controlled by MAIRE in Italy, an on-line course is available on the MAIRE Group's e-learning platform.

On the other hand, in relation to the Code of Ethics and the Business Integrity Policy, it should be noted that, during 2023, all the Group's corporate population was the recipient of a specific training activity, in digital learning mode, on the contents of the above mentioned documents.

In addition to the training activities described above, other ad hoc training activities (webinars and/or inperson training sessions) on Legislative Decree 231/2001, the Group's Code of Ethics and Business Integrity Policy and the Organisation, Management and Control Model are organised by the Group Development & Compensation, Group Compliance and Ethics, Diversity & Inclusion Functions, with the support of the Supervisory Bodies.

Moreover, MAIRE - aware of its role as a business and a member of the community - undertakes to create value for stakeholders and promote the sustainable development of the communities in which it operates by spreading the Group's values and its environmental, social and governance commitment (ESG) across the entire supply chain. To this end, in collaboration with Group Compliance, Ethics, Diversity & Inclusion, work began to draft the Suppliers' Code of Conduct of the MAIRE Group. Its adoption is planned for the first quarter of 2025.

With the Suppliers' Code of Conduct, the MAIRE Group can further disseminate its ESG commitment across the entire supply chain, binding its suppliers to act in accordance with the principles and provisions of this Code, while also ensuring that sub-contractors and any other third party working on their behalf, operates in complete compliance with the Code in relationships with the Group companies.

Finally, it should be noted that with a view to reaffirm the Group's daily commitment to the prevention of corruption and the protection of transparency and legality, in 2023 MAIRE joined Transparency International Italia (a leading non-governmental organisation in the world for its activities in preventing and combating corruption and promoting ethics). MAIRE was admitted following a scrupulous audit of the Company's compliance system.

For additional information on MAIRE's strategies and approach, processes and procedures and details on its performance in terms of conduct, reference should also be made to the paragraph "20.4 Governance" of the Sustainability Report of the Financial Year.

9.5 INDEPENDENT AUDITING FIRM

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 independent auditor for the 2016-2024 financial years (i.e. the "Statutory Auditor").

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

As regards the conferral of the appointment for the independent 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.groupmaire.com, Section "Governance" - "Corporate Repository" - "Shareholders' Meeting Documents" - "2015").

In the course of the Financial Year, the Board, in consultation with the Board of Statutory Auditors, assessed the results presented by the independent auditor.

The Additional Report required by Article 11 of EU Regulation 537/2014, issued by PricewaterhouseCoopers S.p.A. ("PWC") on 26 March 2024 and forwarded to the Board of Directors by the Chairman of the Board of Statutory Auditors on 28 March 2024, with reference to the financial year ended 31 December 2023, with the statement referred to in Article 6 of EU Regulation 537/2014 attached, was assessed by the Board of Directors, after review by the Control, Risks and Sustainability Committee and after consulting the Board of Statutory Auditors, on 30 May 2024. It should be noted that in the abovementioned Additional Report some weaknesses were noted but none that were considered significant in the Issuer's internal control system, and

certain procedural aspects needed to be improved. The statement attached to the Additional Report did not show any situations that might compromise the independence of the Statutory Auditor.

In addition to the foregoing, it should be noted that, with the approval of the financial statements for the financial year ending 31 December 2024, the appointment of independent audit conferred to PricewaterhouseCoopers S.p.A. by the Ordinary Shareholders' Meeting of 15 December 2015 for the financial years 2016 - 2024 will expire.

Considering the size and complexity of MAIRE and the companies in its group, following the long-established practice of leading listed companies and in accordance with the "Guidelines for the selection and appointment of the statutory auditor of Maire S.p.A.", adopted by the Company ("MAIRE Guidelines") , in agreement with the Board of Statutory Auditors, MAIRE decided to anticipate the selection procedure of engaging the new audit firm for 2025-2033.

Upon conclusion of the selection process, which began in 2023 and was completed on 12 February 2024, the Board of Statutory Auditors prepared a reasoned proposal to MAIRE's shareholders called to approve the financial statements at 31 December 2023 pursuant to article 16, paragraph 2 of Italian Legislative Decree no. 39/2010 and Regulation (EU) no. 537/2014, as well as article 13, paragraph 1 of Italian Legislative Decree no. 39/2010 – to assign in advance the engagement of the statutory audit of the financial statements for 2025-2033.

MAIRE's Shareholders' Meeting on 17 April 2024, on the reasoned proposal of the Board of Statutory Auditors, approved, inter alia, to assign the engagement for the statutory audit of MAIRE's financial statements to the audit firm Deloitte & Touch for the period 2025-2033, deciding the related fee pursuant to Legislative Decree No. 39/2010.

For further details, please refer to the Explanatory Report of the Board of Directors and the reasoned Proposal of the Board of Statutory Auditors for the assignment of the statutory audit of the Company's financial statements for the period 2025-2033 and the determination of the relative fee pursuant to Legislative Decree no. 39/2010, available at www.groupmaire.com, "Governance" Section – "Shareholders' Meeting Documents").

On 6 March 2018, the Board had resolved to engage PwC, which was already engaged to perform the statutory audit of the Company's accounts, to provide assurance of compliance of the "Non-Financial Statement" ("NFS") pursuant to Legislative Decree 254/2016 as the "Sustainability Auditor".

It should be noted that Legislative Decree 125/2024 replaced the obligation to prepare the NFS with the obligation to include, in a specific section of the management report, a sustainability report that must be consolidated (in MAIRE's case) and contain the information required by the same decree.

In particular, article 8 of Legislative Decree 125/2024 requires that the sustainability report be subject to an assurance engagement – with assurance expressed in the report indicated in 14-bis of Legislative Decree no. 39/2010 – by the "sustainability report auditor" which may be either the same audit firm appointed for the statutory audit of the financial statements or a different statutory auditor/audit firm specifically authorized to perform the assurance engagement on the sustainability report pursuant to Legislative Decree no. 39/2010.

To this end, the Company exercised its power under article 18 of Legislative Decree 125/2024, which offers, on a transitory basis, the possibility for the NFS assurance engagements agreed under the previous legislation to remain valid for the assurance of the sustainability report as well until the agreed end of the engagement. Accordingly, the Company decided, with the Board of Statutory Auditors' authorisation of 17 September 2024, to continue with the assurance engagement for the consolidated NFS that it had already assigned to PwC until the agreed end date and, therefore, have PwC express assurance on the MAIRE Group's Sustainability Report for 2024 as well. This has entailed the updating of the engagement and related fees of the MAIRE Group for 2024.

With the 2024 financial statements approaches and the consequent expiration of the engagement assigned to PwC, it is necessary to assign a new three-year assurance engagement for the MAIRE Group's Sustainability Report for 2025-2027. Pursuant to the new article 13, section 2-ter of Italian Legislative Decree no. 39/2010, introduced by Legislative Decree 125/2024, this engagement must be assigned following a reasoned proposal made by the control body to the shareholders, determining the fees due to the sustainability report auditor for the entire duration of the engagement and any criteria for adjusting such fees during the engagement.

It should be noted that the selection procedure provided for in Article 16 of Regulation (EU) 537/2014 for the appointment of the statutory audit procedure does not apply to the appointment for the sustainability report assurance engagement.

Given the above, on 24 February 2025, the Board of Statutory Auditors formulated, pursuant to article 13, paragraph 2-ter, of Legislative Decree no. 39/2010, its proposal to assign the assurance engagement for MAIRE Group's Sustainability Report for the 2025, 2026 and 2027 to the audit firm Deloitte & Touche S.p.A., which has already been appointed for the statutory audit of MAIRE's accounts for 2025-2033, as per the resolution of the Company's shareholders during the Shareholders' Meeting on 17 April 2024. The shareholders at the Shareholders' Meeting for the approval of the financial statements at 31 December 2024, convened for 14 April 2025 on first call and 15 April 2025 on second call, will resolve on this matter.

For further details, please refer to the Explanatory Report of the Board of Directors and the reasoned proposal of the Board of Statutory Auditors for the assignment of the assurance engagement for MAIRE Group's Sustainability Report for 2025, 2026 and 2027 and the determination of the related fees pursuant to Italian Legislative Decree no. 39/2010, available at www.groupmaire.com in the "Governance" section – "Shareholders' Meeting Documents".

9.6 MANAGER 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 Articles of Association, on 11 May 2022 the Board of Directors, after receiving a favourable opinion of the Board of Statutory Auditors, appointed Fabio

Fritelli, Group Chief Financial Officer of MAIRE, as Financial Reporting Manager for preparing corporate accounting documents (the "Financial Reporting Manager").

At the time of appointment, the Board of Directors vested the Manager responsible for the financial reporting of the Company with all the powers and means necessary to exercise the tasks assigned to him.

On 25 May 2022, upon the Remuneration Committee's proposal and with the favourable opinion of the Board of Statutory Auditors, the Board of Directors approved additional gross fees of €30,000 per year to be paid to Fabio Fritelli for his duties as Financial Reporting Manager.

Fabio Fritelli stepped down as Financial Reporting Manager with effect as from 24 October 2024. On the same date, with the favourable opinion of the Board of Statutory Auditors and in accordance with the requirements set forth in the Article of Association, MAIRE's Board of Directors appointed Mariano Avanzi, the current Group AFC and Sustainability Reporting Vice President and Deputy Group CFO of MAIRE, as the new Financial Reporting Manager to replace Fabio Fritelli.

At the same time, having heard the Control, Risk and Sustainability Committee's opinion insofar as it was concerned, the Board also confirmed that the new Financial Reporting Manager, Mariano Avanzi, would be responsible not only for the attestation pursuant to article 154-bis TUF, paragraph 5-bis on financial reporting but also the attestation pursuant to paragraph 5-ter on sustainability reporting.

At the time of appointment, the Board of Directors vested the Financial Reporting Manager for the financial reporting of the Company with all the powers and means necessary to exercise the tasks assigned to him.

On 19 December 2024, upon the Remuneration Committee's proposal and with the Board of Statutory Auditors' favourable approval, assigned Mariano Avanzi, as Financial Reporting Manager, an additional fee defined also in consideration of his greater responsibilities for the sustainability reporting attestation recently introduced by the legislation.

As regards the other Functions involved in the controls, the Board of Directors did not deem it necessary to adopt any measures during the year to ensure their effectiveness and impartiality.

As previously noted, in 2024, the Financial Reporting Manager assumed additional responsibilities associated with the sustainability reporting, in line with the provisions of the CSRD. One of the Financial Reporting Manager's main duties is supervising the internal control model for the sustainability report, with specific attention to the quality, completeness and compliance of the data in the Sustainability Report.

The Financial Reporting Manager coordinates the supervision of the internal controls and ensures that the information flows between the company functions and governance functions are complete and reliable. Furthermore, the Financial Reporting Manager supervises the implementation of the remediation plans to address any critical aspects that should arise during the reporting process.

9.7 COORDINATION BETWEEN STAKEHOLDERS INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

The Company, in line with the recommendations of the Code, has distinguished the roles, responsibilities and competences of the parties involved in the Internal Control System, defining the principles of coordination and information flows between them in order to maximise the efficiency of the system itself, reduce duplication of activities and ensure the effective performance of the tasks of the control body.

MAIRE supported the corporate bodies involved in the Internal Audit System (Board of Directors, Control, Risks and Sustainability Committee, Board of Statutory Auditors, Group Chief Financial Officer and Financial Reporting Manager), with duties and responsibilities prescribed by laws and regulations, some corporate Functions (Group Risk Management, Special Initiatives and Regions Coordination Function, Group Internal Audit, Group Corporate Affairs, Governance, Ethics & Compliance Function, Transformation Enabling & System Quality Function, Sustainability Reporting, Performance and Disclosure and the Group HSE&SA and Project Quality Function), which are permanently part of the organisational structure. These functions operated in an integrated and interdependent manner, periodically reporting the results of their activities, after discussion with the SCIR Committee, to the Control, Risks and Sustainability Committee, permanently involving the CEO, the whole of the Board of Statutory Auditors, the Group Chief Financial Officer and the Financial Reporting Manager.

The representatives of the audit firm and MAIRE Supervisory Body are also invited to the meetings of the Control, Risks and Sustainability Committee every six months, i.e. on the occasion of the approval of the Half-Yearly Financial Report and the Annual Financial Report, and they present the results of the auditing and supervisory activities carried out during the period. This invitation is also extended annually on the basis of the new requirements of Italian Legislative Decree no. 125/2024, to the representatives of the Audit Firm to report on the limited assurance procedures.

Also, on the basis of the information received, the Control, Risks and Sustainability Committee then carries out its own suitability assessments within its competence regarding periodic, financial and sustainability information, and any further assessment in relation to the latter, where relevant to the Internal Control System.

Since the new legislative framework on sustainability reporting came into effect, the Control, Risk and Sustainability Committee has supported the Board of Directors in the Group Sustainability Report approval process, in line with the ESRS and in the routine checks of the effectiveness of the internal control and risk management system relating to sustainability topics. During the Financial Year, the Committee worked with the pro tempore Financial Reporting Manager and the other company units to ensure that the control model for the preparation of the Group's Sustainability Report, pursuant to the CSRD, is up-to-date and effectively implemented, with the integration of the system results in strategic decision-making processes.

More specifically, as indicated earlier in Section 1 of this Report, within the scope of the project to align the Company's governance with the CSRD and with the support of the Control, Risk and Sustainability Committee, the Board of Directors has:

approved the Group's double materiality matrix for the identification of the impacts, risks and opportunities that will constitute the foundation of the Group's long-term sustainability strategies and, consequently the MAIRE Group's Sustainability Report;
updated the "Internal control model for the MAIRE Group's Sustainability Report";
updated MAIRE's "EU Taxonomy Compliance Assessment and Disclosure" procedure; and
adopted, in accordance with Italian Legislative Decree 125/2024, which transposes the CSRD into Italian legislation, the new "Procedure for the preparation of the MAIRE Group's Sustainability Report".

The parties involved with different responsibilities and roles in the reporting activities for the process of preparing the Group's Sustainability Report include: the Board of Directors, which is responsible for ensuring that the report is drafted and published in accordance with the provisions of Legislative Decree no. 125/2024; the Control, Risks and Sustainability Committee; the CEO of MAIRE, who is responsible, under the Code, for overseeing the features of the internal control and risk management systems (including sustainability topics), defining the related tools and methods for implementation in accordance with the guidance given by the Board of Directors; the Board of Statutory Auditors, which is responsible, within the scope of the functions assigned to it by law, for supervising compliance with Legislative Decree 125/2024; the Financial Reporting Manager, the SCIR Committee, the Internal Sustainability Committee; the Sustainability Reporting, Performance and Disclosure Function; the Group Sustainability & Advocacy Function; the relevant Functions and the Audit Firm engaged to conduct limited assurance procedures on the reporting.

Additional opportunities for the exchange of information flows are represented by the meetings between supervisory bodies and Functions, organised by the Board of Statutory Auditors, which may be attended from time to time by, among others, the heads of the Functions Group Risk Management, Special Initiatives and Regions Coordination, Group HSE&SA and Project Quality, Group Internal Audit, Group Corporate Affairs, Governance, Ethics & Compliance, as well as the Group General Counsel, the representatives of the Sustainability Auditor, the members of the Supervisory Bodies referred to in the Decree and the Financial Reporting Manager.

Furthermore, pursuant to Article 151, paragraph 2 of the Consolidated Finance Act, the Board of Statutory Auditors promotes periodic meetings with the corresponding bodies of the subsidiaries in order to exchange information with them on the administration and control systems and on the general performance of the company's business.

At least annually, or as frequently as required, a meeting is also held between the Supervisory Body of the Company and the Supervisory Bodies of the Italian entities of the Group that have adopted an Organisation Model 231 in order to achieve an overall view of the efficiency of the System.

The Chairman of the Control, Risks and Sustainability Committee, supported by the competent Functions of the Company, represents the link with the Board of Directors, reporting to it, on an ongoing basis, on the results of the Committee's preliminary activities, formulated on the basis of the information received from time to time by the subjects involved in various capacities in overseeing the Internal Control System.

The Board of Directors approves, on an annual basis, the Audit Plan prepared by the Head of Group Internal Audit, after consulting the Board of Statutory Auditors and the Company's Chief Executive Officer in charge of setting up and maintaining the Internal Control System, and, on a half-yearly basis and in the same manner, updates it.

The subjects involved in the Internal Control System, therefore, operate in a coordinated and integrated manner with each other within the Company general organisational, 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 nonfinancial information, as well as the assumption of decisions, by the Board of Directors.

10 DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS

As specified above, in compliance with the Consob Related-Party Regulation, the Company adopted a Procedure for the Management of Related Party Transactions (the "RPT Procedure"), which envisages a specific procedure to be applied in carrying out Transactions of Greater Importance and Transactions of Lesser Importance (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 is recalled that the Company's Board of Directors, on 24 June 2021, took steps, subject to the favourable opinion of the Related Parties Committee, to adapt the Company's RPT Procedure to Consob Regulation no. 17221/2010, as amended by Consob Resolution no. 21624 of 20 December 2020, which also transposes at the level of secondary legislation the contents of Directive (EU) 2017/828, so called "Shareholders' Right Directive II", amending Directive 2007/36/EC with regard to the long-term encouragement of shareholders.

The RPT Procedure, thus updated and in force as of 1 July 2021, is available on the Issuer's website (www.groupmaire.com Section "Governance" - "Corporate Repository" - "Corporate Documents").

As previously indicated in section 4.1 of the Report, although the RPT Procedure fully meets the requirements of the Consob Related Parties Regulation, at the approval date of this Report, an assessment is under way to identify – in light of its effective application when it went into effect – any updates or changes that might need to be made.

The RPT Procedure applies to Related Party Transactions (as defined in Annex 2 of the updated RPT Procedure) carried out by the Company directly or through its subsidiaries.

In particular, the RPT Procedure identifies the procedure applicable to two categories of related party transactions: (i) Transactions of Greater Importance with Related Parties (identified based on the criteria indicated in the Consob Related Parties Regulation) and (ii) Transactions of Lesser Importance with Related

Parties (the concept of which is identified in the Consob Related Parties Regulation), envisaging specific provisions in relation to the initiation and approval of the same.

In accordance with the Consob Related Parties Regulation, the approval of Transactions of Greater Importance is reserved to the Board, and the involvement of the Related Parties 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 Transaction of Greater Importance 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 Transaction of Greater Importance, such transaction shall not be approved by the Board of Directors and, consequently, shall not be implemented. The rules of the RPT Procedure do not establish for Transactions of Greater Importance 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 Transactions of Lesser Importance, these may be approved by the body (CEO, Board of Directors, Shareholders' Meeting) qualified by law or by the company Articles of Association 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 Transactions of Lesser Importance be approved despite the negative non-binding opinion of the Related-Party Committee, the circumstances should be advertised, within fifteen days from the closure of each quarter, in a statement containing an indication of the Transactions of Lesser Importance 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 Transactions of Lesser Importance and Transaction of Greater Importance.

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 the Consob Related Party Regulation.

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

shareholders' Meeting resolutions relating to the remuneration of the members of the Board of Directors and resolutions on the remuneration of directors holding special offices (pursuant to Article 2389, paragraph 3, of the Italian Civil Code and Article 19 of the Articles of Association) as well as resolutions relating to the remuneration of directors and directors holding special offices, other than those mentioned above, provided that the Company has a Remuneration Policy approved by the

Shareholders' Meeting and the remuneration allocated is identified in accordance with this policy and quantified on the basis of criteria that do not involve discretionary assessments;

Transactions of Small Amount, identified according to differentiated criteria taking into account at least the nature of the counterparty (as defined in the RPT Procedure);
Ordinary Transactions completed at Market or Standard Equivalent Terms (as defined in the Procedure based on the provisions of Regulation 17221/2010); In this regard, it should be noted that the RPT Procedure, with reference to ordinary transactions concluded at Market or Standard Equivalent Terms of Transactions of Greater Importance, provides - as indicated by the Consob Related Parties Regulation - for a specific disclosure to the Related Parties Committee within seven days of the approval of the transaction. Moreover, in line with the provisions of the Consob Related Parties Regulation, the Committee is expected to verify the correct application of the exemption conditions to the transaction itself, to be carried out during the first useful meeting of the Related Parties Committee and in any case at least on a half-yearly basis, before the approval of the Annual and Half-Yearly Financial Report;
Shareholders' Meeting resolutions relating to remuneration for members of the Board of Statutory Auditors (pursuant to article 2402 of the Italian Civil Code);
Intragroup transactions or Transactions with or between subsidiaries, also jointly, in addition to those with affiliated companies, if there are no Significant Interest (as defined in the Procedure) in the subsidiaries or affiliated companies counterparties of the transaction , of other related parties of MAIRE. Included in this exemption are transactions entered into by the Significant Subsidiary (as defined in the RPT Procedure) with its own subsidiaries or between subsidiaries of the Significant Subsidiary, provided that there is no significant interest in the company (directly or indirectly) controlled by the Significant Subsidiary;
transactions addressed to all shareholders of the Company on equal terms.

As part of the internal reporting on related party transactions, the RPT Procedure provides for a half-yearly report to the Related Parties Committee by the Chief Financial Officer or the Manager responsible for preparing the company's financial reports on the application of all cases of exemption of the RPT Procedure, including those relating to Transactions of Small Amount.

It is hereby specified that the RPT Procedure envisages, both with reference to the approval of Transactions of Greater Importance and with reference to Transactions of Lesser Importance (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 Transactions of Lesser Importance 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.

Following the update on 24 June 2021, the RPT Procedure provides, inter alia, for the obligation of the directors involved in the transaction (as defined in the Procedure) to promptly and fully inform the Board of Directors of the existence of their conflicting interest and to abstain from voting on the transaction. In any

event, the application of Article 2391 of the Italian Civil Code remains in force with reference to the obligation to disclose the interests of which the director is in any case the bearer, on his own behalf or on behalf of third parties.

Moreover, if in relation to Transaction of Greater Importance or a Transaction of Lesser Importance any of the Related-Party Committee member may not be qualified as "Non-Related Director" (as defined in the RPT 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 RPT Procedure) with respect to the transaction in question, the functions pertaining to the Related-Party Committee shall be performed by the Board of Statutory Auditors or by an independent expert appointed by the Board of Directors, in compliance with the requirements laid down by the RPT Procedure (equivalent supervision).

In particular, it should be noted that, the Board of Directors in its meeting of 4 July 2024 resolved, subject to the binding reasoned opinion in favour of the Related Parties Committee, to approve a Transaction of Greater Importance with a Related Party, as specifically illustrated in the Information Document, drafted pursuant to Article 5 of the Regulation adopted by CONSOB with Resolution No. 17221/2010, as amended and supplemented, and in compliance with Annex 4 of said Regulation, made available by the Issuer at the registered office in Rome, at the operational headquarter in Milan, on the Company's website (www.groupmaire.com) and on the authorised storage mechanism (****).

On 8 April 2022, the Board of Directors appointed the members of the Related Parties Committee which consists of: Gabriella Chersicla, as Chairman of the Committee, Cristina Finocchi Mahne and Paolo Alberto De Angelis. The Committee thus appointed will remain in office until approval of the financial statements as at 31 December 2024. All Committee members are non-executive Independent Directors, as required by Consob in the Related-Party Regulation.

In accordance with article 3 of the RPT 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 of Greater or Lesser Importance, expressing an opinion on the convenience and substantial correctness of the conditions envisaged, upon receipt of suitable, prompt information. These opinions are annexed to the minutes of the Committee meetings;

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 Financial Year, the Related Parties Committee met 14 times, on 4 March, 10 May, 29 May, 17 June, 24 June, 28 June, 3 July, 4 July, 26 July, 31 July, 8 November, 11 November, 12 December and 19 December 2024. The meetings of the Related-Party Committee lasted, on average, 1 hour and 25 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 the Financial Year 2025, 7 meetings of the Related-Party Committee are scheduled, one of which was already held on 3 March 2025.

11 BOARD OF STATUTORY AUDITORS

11.1 APPOINTMENT AND REPLACEMENT

The Board of Statutory Auditors is appointed by the Company's Ordinary Shareholders' Meeting, in accordance with article 21 of the Company Articles of Association 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 Articles of Association envisages that Auditors be appointed based on lists consisting of two sections: one for candidates for the role of Statutory Auditor, the other for candidates for the role of Alternate Auditor, where candidates are listed by means of a progressive number. Lists may be submitted by Shareholders who, alone or together with other Shareholders, represent the shareholding threshold 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 Management Resolution passed by the Manager of the Issuers Supervisor Division, no. 123 of 28 January 2025, is equal to 1.0%.

With regard to the principle of gender balance, the current Articles of Association, concerning the quota reserved for the less represented gender in the corporate bodies to the current regulatory framework, makes a "mobile" reference to the pro tempore legislation in force.

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 Articles of Association, the Board of Statutory Auditors must be composed of 3 (three) Standing Statutory Auditors and 3 (three) Alternate Statutory Auditors.

The procedure for appointment of the Board of Statutory Auditors, governed by article 21 of the Articles of Association, 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 vote 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 substitute 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 Chair is replaced, until the next Shareholders' Meeting, by the first Statutory Auditor belonging to the list of the withdrawn Chair.

If with the substitute auditors the Board of Statutory Auditors is not complete, 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) Statutory Auditor and/or the Chair or (ii) the Alternate 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 to the preceding paragraph and in the event Statutory Auditors and/or Alternate Auditors taken from the Majority List need to be replaced, the provisions of the Italian 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.

11.2 MEMBERS AND FUNCTIONING (pursuant to article 123-bis, paragraph 2, letters d) and d-bis), CFA)

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 Articles of Association provides that the composition of the Board of Statutory Auditors must comply with the pro tempore regulations in force concerning the balance between genders which, pursuant to Article 148, paragraph 1-bis, of the CFA as introduced by Law no. 120 of 12 July 2011 and subsequent amendments, provides that the lesser represented gender obtains at least two fifths of the effective members of the Board of Statutory Auditors.

In compliance with the legal and regulatory provisions governing said matter, the appointment of 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 was appointed by the ordinary shareholders' meeting of 8 April 2022 and shall remain in office until the shareholders' meeting called to approve the financial statements as of 31 December 2024. Its members are Francesco Fallacara (Chairman), Andrea Bonelli and Marilena Cederna (Standing Auditors), as well as Massimiliano Leoni, Mavie Cardi and Andrea Lorenzatti (Alternate Auditors). Francesco Fallacara, Massimiliano Leoni and Andrea Lorenzatti also held the same position in the previous term.

Two lists were submitted to the ordinary Shareholders' Meeting of 08 April 2022 for the appointment of the Board of Statutory Auditors.

Report on Corporate Governance and Ownership Structure 2024 87 The Standing Auditors Andrea Bonelli and Marilena Cederna, as well as the Alternate Auditors Massimiliano Leoni and Mavie Cardi, were elected from the list submitted by the shareholder GLV Capital, owner of a total of 167,665,134 MAIRE ordinary shares, with no par value, equal to 51.018% of the shares with voting rights.

This List obtained the favourable vote of 355,500,536 shares, equal to 88.16% of the shares attending the Shareholders' Meeting (the "Majority List").

The Chairman of the Board of Statutory Auditors, Francesco Fallacara, and the Alternate 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, Arca Economia Reale Bilanciato Italia 55, Arca Economia Reale Bilanciato Italia 30; Eurizon Capital S.A. manager of the Eurizon Fund divisions: Eurizon Fund - Italian Equity Opportunities, Eurizon Fund - Equity Planet, Eurizon Fund - Equity Italy Smart Volatility, Eurizon AM SICAV - Italian Equity, Eurizon AM SICAV - Italian Mid Cap Equity, Eurizon Fund - Sustainable Global Equity; Eurizon Capital SGR S.p.A. Manager of the funds: Eurizon progetto Italia 20, Eurizon pir Italia 30,Eurizon Am Mito 50 (Multiasset Italian Opportunities 50), Eurizon Am Mito 95 (Multiasset Italian Opportunities 95), Eurizon Am Mito 25 (Multiasset Italian Opportunities 25), Eurizon progetto Italia 70, Eurizon azioni Italia, Eurizon pir Italia azioni, Eurizon azioni pmi Italia and Eurizon progetto Italia 40; Fideuram Intesa Sanpaolo Private Banking Asset Management SGR S.p.A. manager of the fund Piano Azioni Italia; Mediolanum Gestione Fondi SGR S.p.A. Manager of the fund: Mediolanum Flessibile Sviluppo Italia which holds a total of 8,973,028 MAIRE shares, with no par value, equal to 2.73035% of the voting shares. This List obtained the favourable vote of 47,691,444 shares, equal to 11.82% of the shares attending the Shareholders' Meeting (the "Minority List").

The two lists submitted to the Ordinary Shareholders' Meeting of 8 April 2022 for the appointment of the Board of Statutory Auditors are available on the Company's website (www.groupmaire.com, "Governance" Section – "Corporate Repository" - "Shareholders' Meeting Documents" – "2022").

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" programmes) with the Directors and the Auditors, recommended by the 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.

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 4 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 sub "B" hereto.

During the Financial Year, the Board of Statutory Auditors met on 35 occasions and the meetings lasted on average half an hour and 10 minutes. It should be noted that the Board of Statutory Auditors regularly takes part in the meetings of the Board of Directors and of the Board committees; in particular, given the close

connection between the topics dealt with, some of the meetings of the Board of Statutory Auditors are held jointly with those of the Control, Risk and Sustainability Committee, without prejudice to their reciprocal competences and responsibilities.

Since it has reached the end of its term of office, the Board of Auditors has scheduled 11 meetings for the 2025 Financial Year, up to the approval of the financial statements for the Financial Year. As of the date of approval of the Report, the Board of Statutory Auditors has met 6 times, on 13 January, 24 January, 30 January, 14 February, 24 February and 3 March 2025, respectively.

The Board of Statutory Auditors, following the Shareholders' Meeting that appointed it on 8 April 2022, verified the independence of its members (according to the criteria dictated by Article 148, paragraph 3 of the CFA, Recommendation 7 of the Code, as recalled by Recommendation 9, also taking into account the quantitativequalitative criteria defined by the Board of Directors in implementation of Recommendation 7).

This assessment was subsequently repeated by the Board of Statutory Auditors, with a positive outcome, at the meeting held on 14 December 2022, on 27 January 2023 and then on 29 January 2024.

Lastly, at the meeting held on 13 January 2025, the Board of Statutory Auditors, inter alia, carried out this assessment once again. This was acknowledged at the meeting of the Board of Directors held on 25 February 2025.

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.

For 2024, the final year of its term, the Board of Statutory Auditors decided to use the support of an advisor. It chose Crisci & Partners. This advisory firm has not performed engagements for either MAIRE or any of its subsidiaries in the past 24 months. Two senior Crisci & Partners consultants with expertise in board effectiveness conducted the annual self-assessment of the Board of Statutory Auditors in line with the most advanced corporate governance methodology and in accordance with the Rules of Conduct and the guidance in the document entitled "The self-assessment of the Board of Statutory Auditors" published by the CNCEC in May 2019 and referenced in the Rules of Conduct.

The advisor assisted MAIRE's Board of Statutory Auditors in the following stages of the self-assessment:

• Information collection - Qualitative and quantitative information was gathered on the composition of the body. This preliminary stage was carried out according to the specific roles, by gathering information already available to the Company and through a preliminary interview with the Chairman of the Board of Statutory Auditors and through questionnaires. The advisor then held an open interview with each of the members of the Board of Statutory Auditors via videoconference based on

the questionnaire that each had previously filled out. The purpose of the interview was to gather information and quantitative and qualitative evaluations. The discussion was stimulated by their responses to the topics covered in the questionnaire and further in-depth analyses arising from discussion with the members of the Board of Statutory Auditors.

Data processing The information gathered was analysed and consolidated in such a way as to ensure that the members of the Board of Statutory Auditors remained anonymous;
Preparation of the process output The advisor formalised the results of the process in a specific document entitled "Results of the self-assessment of the Board of Statutory Auditors" summarising the methodologies adopted and the results.

The process was completed in the last two weeks of February 2025 and the results of the activity, summarised in a specific summary report, were presented and discussed during the board meeting on 25 February 2025.

The final assessment of the Board of Statutory Auditors' performance, as shared by the Statutory Auditors, was that it is in line with best practices thanks to the production collaboration of the Chairman, who is ending his third consecutive term of office, and the current Standing Statutory Auditors, who are ending their first full term at MAIRE.

The Board of Statutory Auditors' greatest strengths consist in the following:

cohesion in terms of mutual professional esteem;
broad range of functional know-how and profound complementarity;
pragmatic and proactive approach;
solid commitment to the role, both quantitatively (the amount time dedicated to their duties) and qualitatively (analyses and preparation of the matters handled, constant pursuit of utmost unbiased judgement).

The assessment of the Board of Statutory Auditors' composition, in terms of members' professional knowledge, know-how and experience showed it is at the level of best practices. The overall rating of the Board of Statutory Auditors' expertise was also very high and did not show any critical and aspects that would require urgent intervention.

The main areas of training suggested in the self-assessment relate to the following:

risk management, with particular regard to environment, security and technological risks (cybersecurity and AI);
risk and opportunities analysis of MAIRE'S traditional business, specifically covering geopolitical risks;
routine updates of the business risks and opportunities of the STS/NextChem division, specifically relating to the energy transition;
operational resilience in response to cyber risk.

The assessment of the Board of Statutory Auditors' role is excellent, and the board is deemed perfectly aligned with the corporate structure, with complete control of the area for which it is responsible and timeliness in its approach and in its interventions. The functioning of the board overall was also found to be

excellent. The planning, frequency and duration of the meetings of the Board of Statutory Auditors were rated in line with best practices, as were the definition of the agenda and the timeliness and clarity of the documentation and content of the discussions. The amount of time that all the members of the Board of Statutory Auditors devote to preparing and the amount of time reserved for discussion also received high ratings, indicating excellent time management. Internal discussion and interaction with the other bodies, internal functions and the audit firm are useful and constructive.

The Chairman's work is considered excellent overall, and this was confirmed in the individual areas of analysis as well. His strengths were reported to be his driving force, long track record and how he shares with the Board of Statutory Auditors and the Company his deep knowledge of the Group, gained in three consecutive terms on the Board of Statutory Auditors.

The importance of having the Chairman and a member of the Board of Statutory Auditors participate in the control bodies of the main subsidiaries was noted, as this brings a broader and deeper understanding of the Group to the bodies, as well as better potential for control and coordination.

The Board of Auditors, in carrying out its activities, also 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 the Group Internal Audit). The methods of coordination between the parties involved in various capacities in the internal audit and risk management system of the Company are described in Section 9.7 of this Report, to which reference is made.

The Board of Statutory Auditors met regularly with representatives of the Audit Firm, the members of the Supervisory Body pursuant to Legislative Decree 231/2001 of the Company and its Italian subsidiaries with an organisation, management and control model pursuant to Legislative Decree no. 231/01, the Boards of Statutory Auditors of the subsidiaries under Italian law, as well as the Manager responsible for the financial reporting in charge for a mutual exchange of information.

The Board of Directors of the Company, in the meeting of 4 March 2025, 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 should be noted that Legislative Decree 39/2010 as last amended by Legislative Decree no. 125/2024, assigns to the Board of Statutory Auditors the functions of internal control and auditing committee which, in particular, is responsible for:

to inform the management body of the entity subject to the audit of the results of the statutory audit and, where applicable, of the results of the assurance procedures on the sustainability report and to send that body the additional report as per article 11 of the Regulation (EU) 537/2014, along with any observations;
Report on Corporate Governance and Ownership Structure 2024 91 • to monitor the financial reporting process and, where applicable, the separate or consolidated sustainability reporting process, including the use of the electronic format pursuant to article 3,

paragraph 11 and article 4, paragraph 10 of the Italian Legislative Decree 125/2024, and the procedures implemented by the company for compliance with the reporting standards endorsed by the European Commission in article 29-ter of Directive 2013/34/EU of the European Parliament of the of the Council of 26 June 2013, as to present recommendations or proposals aimed at ensuring integrity;

to monitor the effectiveness of the internal quality control and business risk management systems and, where applicable, the internal audit as it relates to financial reporting and, where applicable, the separate or consolidated sustainability reporting, including the use of the electronic format pursuant to article 3, paragraph 11 and article 4, paragraph 10 of the Italian Legislative Decree 125/2024, without violating their independence;
to monitor the statutory audit of the separate and consolidated financial statements and, where applicable, the assurance engagement for the separate or consolidated sustainability report, taking into account any findings and conclusions of the quality controls performed by Consob pursuant to article 26, paragraph 6 of the Regulation (EU) 537/2014, where available;
to verify and monitor the independence of the statutory auditors, the sustainability auditors or the audit firm pursuant to articles 10, 10-bis, 10-ter, 10-quater and 17 of the Legislative Decree 39/2010 and article 6 of the Regulation (EU) 537/2014, particularly as regards the adequacy of the provision of non-audit services to the entity subject to audit, in accordance with article 5 of this regulation;
to be responsible for the selection of the statutory auditors or the audit firms and recommend the statutory auditors or the audit firms to designate pursuant to article 16 of the Regulation (EU) 537/2014.

In 2024, the Board of Statutory Auditors also verified the effectiveness of the internal control system for sustainability reporting, monitoring, inter alia, the Supervisory Reports' compliance with the ESRS and the consistency of the information with the consolidated financial figures.

By constantly monitoring information flows and control activities, the Board of Statutory Auditors ensured that business processes were in line with current legislation, providing operational recommendations for the continuous improvement of the internal control mode.

Furthermore, the Board of Statutory Auditors participated in the induction sessions organised by the Chairman of the Board of Directors, with the support of the Board Secretary. The sessions focused on sustainability matters or other matters in any case related to the necessary disclosure obligations imposed on issuers under the new European legislation and, in particular the CSRD.

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

Reference should be made to Table 4 in the Annex for additional information on the composition and diversity of the members of the Board of Statutory Auditors, including information about the years of service since the first appointment of each Statutory Auditor.

MAIRE's Board of Statutory Auditors does not have any members representing employees or other workers.

In accordance with the provisions of article 144-decies of the Consob Issuers' Regulation, the expertise and professional characteristics of each Statutory Auditor are indicated in annex "B" to this Report, including the curriculum vitae of MAIRE's Statutory Auditors.

The table below illustrates the experience of MAIRE's Standing and Alternate Statutory Auditors in office as of the date of this Report in the Company's sectors, products and regions, including their sustainability expertise.

EXPERTISE	Francesco Fallacara Chairman	Andrea Bonelli Statutory Auditor	Marilena Cederna Statutory Auditor	Massimiliano Leoni Alternate Auditor	Mavie Cardi Alternate Auditor	Andrea Lorenzatti Alternate Auditor
Sector experience	X	X	X	X	X
Strategy	X	X	X		X
Sustainability issues	X	X	X		X
Finance and Accounting	X	X	X	X	X	X
Internal control and risk management	X	X	X	X	X
Legal					X
Corporate governance and compliance	X	X	X	X	X
Human resources, internal organisation and change management		X	X
Information technology / Cybersecurity		X	X		X
International experience	X		X		X
Knowledge of key international markets and the related geopolitical implications		X	X
Experience in listed companies of similar complexity	X	X	X		X

For specific details on the Board of Statutory Auditors' skills and expertise with regard to sustainability issues or access to such skills and expertise, reference should be made to the specific contents in the paragraph "20.1 General Information" of the Sustainability Report of the Financial Year.

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.

In this regard, it is recalled that the Company's Board of Directors, in its meeting of 25 February 2022, in view of the Shareholders' Meeting called to approve the financial statements for FY 2021, defined - after consulting the Board of Statutory Auditors and taking into account i) the Principles and Recommendations of the Corporate Governance Code approved by the Corporate Governance Committee in January 2020 in terms of the composition of the control body as well as ii) the results of the self-assessment process of the Board of Statutory Auditors for the Financial Year - the guidelines on the composition of the control body also with reference to diversity criteria such as age, gender composition and educational and professional background (the "BoA Composition Guidelines").

The Board of Statutory Auditors Composition Guidelines were included in the Board of Directors' explanatory report to the Shareholders' Meeting called for 8 April 2022, prepared pursuant to Article 125-ter of the CFA and relating to the appointment of the Board of Statutory Auditors, made available to the public on the Company's website (www.groupmaire.com, Section "Governance" - "Corporate Repository" - "Shareholders' Meeting Documents" - "2022") and by the other means provided for by applicable regulations.

On 1 March 2023, the Board of Directors confirmed, for the three year period 2022-2024, the guidelines and the criteria formulated on 25 February 2022, such as policies applied to diversity, pursuant to article 123-bis, section d-bis) of CFA, to be applied to the Board of Statutory Auditors ("Criteria and Policies on Diversity of the Board of Statutory Auditors"). Criteria and Policies on Diversity of the Board of Statutory Auditors 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 on professionalism applied to gender balance: (a) the Board 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.

As the Board of Statutory Auditors' term of office ends with the Shareholders' Meeting called to approve the 2024 financial statements and given its upcoming renewal, during the Board of Statutory Auditors' meeting on 24 February 2025, the Statutory Auditors established new guidance on the optimal quantitative and qualitative composition of MAIRE's control body. To this end, it identified the managerial and professional qualifications and the expertise deemed necessary, taking into account the Company's sector-specific characteristics and the diversity criteria applicable to its composition (the "BoA Composition Guidelines"). In making these assessments, the Board of Statutory Auditors also took into account the results of the self-

assessment for the Financial Year. The BoA Composition Guidelines were, therefore, shared with the Board of Directors during the meeting on 25 February 2025 so that the latter could include it in the explanatory report to be provided to the Company's Shareholders in preparation for the upcoming renewal.

The BoA Composition Guidelines were included in the Board of Directors' explanatory report to the Shareholders' Meeting to be held on first and second call respectively on 14 and 15 April 2025. The report was prepared in accordance with article 125-ter of the CFA and relates to the appointment of the Board. It was published on the Company's website (www.groupmaire.com, "Governance" Section - "Shareholders' Meeting Documents") and using the other means required by current legislation.

Independence

With reference to the qualitative and quantitative criteria for assessing the significance of the circumstances relevant to the Code for the purposes of assessing the independence of the Statutory Auditors, reference should be made to Section 4.7 above on the proposal of the Directors.

With regard to the periodic checks on the independence of the members of the Board of Statutory Auditors, reference should be made to the above.

Remuneration

The remuneration of the members of the Board of Statutory Auditors is based on the professionalism and commitment required by their role, also taking into account the market practices of companies comparable to the Issuer in terms of size, complexity and business structure.

Interest management

In accordance with the provisions of Article 6, Recommendation 37, of the Code, a Statutory Auditor who, on his own behalf or on behalf of third parties, has an interest in a Company transaction is required to inform the remaining members of the Board of Statutory Auditors, as well as the Chairman of the Board of Directors, without delay, of the nature, terms, origin and extent of his interest.

11.3 ROLE

In accordance with that set forth in article 6, Recommendation 32, letter f) of the Code, as the control body, the Board of Statutory Auditors is responsible for, inter alia, monitoring the effectiveness of the Company's internal control and risk management system (including sustainability risks).

Reference should be made to that indicated in Section 11.2 and the Board of Statutory Auditors' report on supervisory activities for additional information in this respect.

For details on the roles and responsibilities of the Board of Statutory Auditors in overseeing the procedures for the management of risks, impacts and significant opportunities, including for the purposes of business

strategy control, and how the control body is informed about sustainability issues, reference should also be made to paragraph "20.1 General Information" of the Sustainability Report of the Financial Year.

12 RELATIONS WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS

The Board of Directors of MAIRE intends to continue to promote and maintain an on-going dialogue with the shareholders and the other stakeholders, current and potential, while respecting their mutual roles and also taking into account the engagement policies adopted by institutional investors and asset managers.

The Board of Directors believes that this dialogue is functional to the pursuit of Company's objectives and strategies, with a view to fostering the sustainable development of the Group, to be understood as the creation of value in the medium-long term.

For this purpose, the Company has set up an Investor Relator Function which ensures a transparent, continuous and comprehensive dialogue with stakeholders, provided that the disclosure of information concerning the Company must be carried out in compliance with the "Procedure for managing Inside Information and Potential Inside Information" adopted by MAIRE. As of 1 March 2023, the Head of Relations with Institutional Investors and Other Shareholders (Investor Relator) is Silvia Guidi.

The Company has also established three Sections "Investors" "Governance" and "Sustainability" in its website (www.groupmaire.com), easily identifiable and accessible, for publishing information concerning the Company, which are of certain importance to Shareholders and Stakeholders in general. The Company has also made available to current and potential shareholders a specific e-mail address that is constantly monitored ([email protected]).

Information on events, significant transactions and financial results is ensured through press releases, meetings and conference calls with institutional investors and financial analysts and is disseminated on a timely basis.

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

During the Financial Year, the Chairman of the Board of Directors ensured that the Board was constantly informed, by the next meeting, on the developments and material items that arose in discussions with shareholders, in accordance with Recommendation 3 of the Corporate Governance Code. During the meetings on 29 February 2024 and 31 July 2024, the CEO, in agreement with the Chairman and the Secretary of the Board of Directors and with the support of the Group CFO and the Investor Relator, also provided the Board with exhaustive information on the development and material items discussed with shareholders, ensuring transparency and the full disclosure of material information for the purposes of knowledgeable and responsible management.

Report on Corporate Governance and Ownership Structure 2024 96 The Board of Directors actively promotes dialogue with MAIRE's key stakeholders through a series of initiatives and tools the encourage transparency, communication and ongoing interaction. Regular events are

held, like investors, capital markets days, presentations of financial and sustainability results and meetings on strategic issues organised by the Investor Relator Department. Some are held as conference calls and webcasts or with the preparation of presentations with the participation of the CEO, Group CFO, Investor Relator and top management in general. The Company also regularly participates in roadshows, industry conferences and other events and meetings for institutional investors. Again in this case, the CEO and/or Group CFO, Investor Relator and possibly top management participate in these events depending on the topic addressed. In particular, the Company has involved customers, suppliers, banks and employees, as well as investors in the materiality analysis for ESG planning and reporting. The purpose of all this is to gather feedback, share information and align the business objectives with the market's and the community's expectations. The Company considered the feedback received and, among other things, intensified communication and disclosures to the market on the topics that commanded the most interest, like the "Hail and Ghasha" project and the offer of energy transition services and technologies. In addition, the Board supports the adoption of social responsibility and sustainability policies, considering stakeholders' interests in its strategic decisions so as to take a balanced and inclusive approach to business management.

In order to formalise MAIRE's approach to the management of dialogue between the Company and its key stakeholders specifically, on the Chief Executive Officer's proposal, prepared in agreement with the Chairman, on 25 February 2025, the Company's Board of Directors adopted the "Policy for the management of dialogue with shareholders and other key stakeholders of Maire S.p.A." (the "Dialogue Policy"). The Dialogue Policy was prepared in accordance with Principle IV, Recommendation. 3 of the Corporate Governance Code, which the Company upholds, and considering the "Principles for Listed Companies' Dialogue with Investors" published by Assonime with circular no. 23 of 19 July 2021, the engagement policies adopted by institutional investors and asset managers and international best practices.

The Dialogue Policy specifically governs the forms of contact and interaction ("Dialogue") between the Company and the stakeholders, i.e., current and potential MAIRE shareholders, other holders of any financial instruments issued by the Company and, in general, any parties that have an interest in the Company as a result of their holding of shares, other financial instruments and rights relating to MAIRE shares on their own behalf or on behalf of third parties (such as intermediaries, asset managers, institutional investors, rating agencies, sustainability rating agencies, proxy advisors and financial analysts).

According to that set out in detail in the Dialogue Policy, Dialogue shall be carried out in accordance with certain fundamental principles, such as transparency and fairness, timeliness, equal treatment and consistency with company interests. It shall be limited to the following matters that directly or indirectly relate to the position of the Stakeholders, such as: (a) the performance of operations, the financial statements and the interim financial results; (b) the business strategy, including sustainability strategies; (c) sustainability topics related to, inter alia, environmental, social, human rights and governance factors; (d) topics relating to the corporate governance and remuneration policies of the Company and the Group; (e) the internal control and risk management system; (f) the dividend policy; (g) buy-back programs; (h) transactions that have been announced or carried out by MAIRE and its subsidiaries with a significant strategic, economic, equity or financial impact, including those with related parties, and (i) non-recurring and/or particularly important events

that occur and that could have a material impact on MAIRE's outlook. The scope of the Dialogue Policy explicitly excludes any other channels and/or forms of communication/interaction other than the Dialogue that the Company has established to promote and facilitate interaction between MAIRE and its key stakeholders, the other communication activities between the Company, via the competent functions, and third parties (even if they are not stakeholders) which fall within the normal exchange of information for the management of the Company's and/or the Group's operations, which must in any case be managed in accordance with the applicable laws and company policies, and the aspects relating to the management of dialogue with the Shareholders' Meeting, which are subject to the provisions of laws and regulations and the MAIRE Article of Association.

In accordance with that specified in the Dialogue Policy, disclosures made within the context of Dialogue shall in any case be: a) compliant with the provisions of laws and regulations, as well as company policies and rules of conduct, including those concerning the processing of Insider Information; b) proportionate and adequate to the stakeholders' requests, as well as consistent with the information that the Company has already publicly disclosed. For additional details on the operating methods for the management and/or activation of Dialogue, the company functions, the parties involved and the related characteristics, reference should be made to the Dialogue Policy which may be consulted on the Company's website (www.groupmaire.com), in the "Investors" section.

For additional details on how the interests and opinions of stakeholders are considered in the strategy and business model and on the related disclosures to the administration, management and control bodies, reference should be made to the more specific contents on paragraph "20.1 General Information" of the Sustainability Report of the Financial Year.

13 SHAREHOLDERS' MEETINGS

With regard to Shareholder's Meeting operation, article 9 of the Articles of Association 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.

Report on Corporate Governance and Ownership Structure 2024 98 The Meeting is competent to decide on matters specified by the Law. It shall be clarified that article 15 of the Articles of Association 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 Articles of Association, represent the Company; (iii) the reduction of the share capital in case of any shareholder's withdrawal; (iv) the adjustment of the Company Articles of Association 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 Italian 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, shall not deprive the shareholders of their main powers to adopt resolutions in that area.

In accordance with article 10 of the MAIRE's Articles of Association, 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.

In particular, Article 10, most recently amended by the Extraordinary Shareholders' Meeting of 17 April 2024, provides 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.

The Company is not required to designate for each Shareholders' Meeting a person to whom the Shareholders may grant proxy for representation at the Shareholders' Meeting pursuant to Article 135 undecies of Legislative Decree No. 58/1998.

Where provided for and/or permitted by the law and/or pro-tempore regulatory provisions in force, the Company may allow that the participation and exercise of voting rights at the Shareholders' Meeting by the persons entitled to vote also take place exclusively through the conferment of proxy (or sub-delegation) to the Appointed Representative of the Company pursuant to article 135-undecies, in accordance with the procedures provided for by the same laws and/or regulations. If the Company makes use of the latter option, and where provided for and/or permitted by the law and/or the pro-tempore regulatory provisions in force, the Company may provide that participation in the Shareholders' Meeting by the persons entitled to vote may also or solely take place by means of telecommunications that guarantee their identification without the need for the Chairman, Secretary and/or Notary to be in the same place.

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

The provision in the Articles of Association, introduced in 2024, whereby entitled parties may also participate and exercise their voting rights at the Shareholders' Meeting by proxy (or sub proxy) given exclusively to the Company's Designated Representative pursuant to article 135-undecies of Italian Legislative Decree 58/1998, according to the methods established by the same laws and/or regulatory provisions, meets the need to guarantee the most flexibility and organisational efficiency of Shareholders' Meetings. In any case, if the Company makes use of the latter option, and where provided for and/or permitted by the law and/or the pro-tempore regulatory provisions in force, the Company may provide that participation in the Shareholders' Meeting by the persons entitled to vote may also or solely take place by means of telecommunications that guarantee their identification without the need for the Chairman, Secretary and/or Notary to be in the same place.

Furthermore, the Articles of Association provide for both "ordinary" and "enhanced" loyalty shares (the latter was introduced into Italian legislation with the Capital Law and approved by MAIRE's shareholders during the Extraordinary Shareholders' Meeting on 19 December 2024). Reference should be made to Section 2, letter d) for a detailed description.

On 4 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 Shareholder's Meeting Regulation may be consulted on the Issuer's website www.groupmaire.com, Section "Governance" - "Shareholders' Meeting Documents".

In order to guarantee each shareholder the right to voice their opinion on the items under discussion, 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.

During the Financial Year, two Shareholders' Meeting were held: i) the first was convened both in ordinary and extraordinary session on 17 April 2024 and ii) the second was convened in extraordinary session on 19 December 2024, attended by almost all the Directors and all the Statutory Auditors and with the intervention and exercise of voting rights through, exclusively, Computershare S.p.A. appointed by the Company as Designated Representative as permitted by article 135-undecies.1 of the CFA, introduced by the Capital Law.

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.

The Company's capitalisation increased 68.2% in the Financial Year from €1,613,624,500 at 29 December 2023 (last day of trading in 2023) to €2,714,569,968 at 30 December 2024 (last day of trading in 2024).

Complete information on significant investments in MAIRE (i.e. equity investments in MAIRE exceeding 3% of the share capital expressed as voting rights) is given in Table 1 in the Annex and variations in these investments is given in the specific section of CONSOB's website.

The number of ordinary shares of the Company, i.e. 328,640,432 at 31 December 2023, did not change in the Financial Year and as at this reporting date.

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

At 31 December 2024 the share capital of MAIRE, expressed in the number of voting rights, was equal to 496,738,132 and at the date of this Report is unchanged.

During the Financial Year, the Board of Directors did not propose to the Shareholders' Meeting to modify the corporate governance system in terms of i) choice and characteristics of the model, ii) size, composition and appointment of the Board, iii) articulation of administrative and patrimonial rights, iv) percentages for the exercise of prerogatives to protect minorities.

14 FURTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ART. 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, it is recalled that starting January 2018, the Control, Risk and Sustainability Committee has been assigned new functions concerning sustainability, a description of which is given in Section 9.2 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, 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.

The Merger & Acquisition Committee, an advisory body at the service of the Company's Chairman and Chief Executive Officer, was also set up to provide support in assessing decisions with a Group impact regarding the identification and evaluation of options for inorganic growth, M&A, divestments, the definition and implementation of corporate and business strategies, and the evaluation of opportunities for the evolution of the industrial model.

The Innovation Management Team, an advisory body at the service of top management, was also set up with the task of providing support in the evaluation of decisions with value and impact in the area of technological innovation of the Group.

15 CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR OF REFERENCE

Report on Corporate Governance and Ownership Structure 2024 101 From the end of the Financial Year, there no changes to be reported.

16 CONSIDERATIONS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

The letter from the Chairman of the Corporate Governance Committee (the "CG Committee") of 17 December 2024 was sent on 18 December 2024 to the Chairman of the Board of Directors, to the Chief Executive Officer and to the Chairman of the Board of Statutory Auditors of the Company from the Secretary of the Board of Directors.

Said letter was brought to the attention of the Board of Directors on 20 December 2023 and to that of the Remuneration Committee on 15 January 2025.

The CG Committee, in its report, first of all provided an update on the process of adherence of listed companies to the Corporate Governance Code, considering it to be positive overall. Moreover an invitation was extended to more effectively apply the comply or explain principle to better improve the transparency of governance practices in accordance with the Code.

The CG Committee also analysed the effects generated by last year's recommendations for the Financial Year, highlighting areas for progressive improvement, and then made three further recommendations for 2025.

Reference should be made to section 4.4, 8.2 and 9.2 of this Report for details on the first recommendation (Completeness and timeliness of information before board meetings) – whereby the CG Committee asks the companies to provide all useful information on the application of Recommendation 11, considering that not setting the term for the prior sending of disclosures to the board and the committees and/or a lack of information on the effective respect of the term and/or the possibility, set forth in the board regulation or applied in practice, to waive the timeliness of information to maintain confidentiality, could lead to the deapplication of Recommendation 11 of the Code.

Reference should be made to section 8 of this Report and the "Report on the 2025 Remuneration Policy and fees paid", available at www.groupmaire.com for information on the second recommendation (Transparency and efficiency of the remuneration policy) – whereby the CG Committee asks the companies to provide all useful information on the application of Recommendation 27, considering that the inclusion of variable components in the remuneration policy tied to generic sustainability targets without providing the specific measurement parameters and/or non-recurring one-off payments for which the nature and objectives had not been identified and adequate resolution procedures have not been defined, can lead to the de-application of Recommendation 27 of the Code.

With respect to the third recommendation (Executive role of the Chairman) – whereby the CG Committee asks the companies to provide all useful information on the methods of application of Recommendation 4, considering that the failure to adequately justify and explain the decision to vest the Chairman with operating powers (whether or not he is the CEO) can lead to the de-application of Recommendation 4 of the Code.

TABLES

TABLE 1: INFORMATION ON THE OWNERSHIP STRUCTURE AT 31/12/2024

STRUCTURE OF THE SHARE CAPITAL
	No. of shares	No. voting rights	Listed (specify markets) / not listed	Rights and Duties
Ordinary shares	328,640,432	496,738,132	Euronext Milan	Right and obligations
N.B. there is the possibility of an increase in voting rights				pursuant to the law and Articles of Association
Preference shares	-	-	-	-
Shares with multiple votes	-	-	-	-
Other categories of shares with voting rights	-	-	-	-
Savings shares	-	-	-	-
Convertible savings shares	-	-	-	-
Other categories of non-voting shares	-	-	-	-
Other	-	-	-	-

OTHER FINANCIAL INSTRUMENTS

(attributing the right to subscribe new-issue shares)

	Listed (specify markets) / not listed	No. of instruments in issue	Category of shares at the service of conversion/exercise	No. of shares at the service of conversion/ exercise
Convertible bonds	-	-	-	-
Warrant	-	-	-	-

SIGNIFICANT EQUITY HOLDINGS
Declarant	Direct shareholder	% Share of ordinary share capital	% share on voting capital
Fabrizio DI AMATO	GLV CAPITAL S.p.A.	51.02%	67.51%
Yousif Mohamed Ali Nasser AL NOWAIS	Arab Development Establishment (ARDECO)	4.00%	2.65%

TABLE 2: STRUCTURE OF THE BOARD OF DIRECTORS AT THE END OF THE FINANCIAL YEAR

STRUCTURE OF THE SHARE CAPITAL
Office	Members	Year of birth	Date of first appoin tment (*)	In office from	In office until	List (presenters) (**)	List (M/m) (***)	Exec	Non exec.	Indep. Code	Indep CFA	No oth er offi ce s ( )	Inves tment (* )
Chairma n	Di Amato Fabrizio	1963	10/09/ 2007	08/04/ 2022	Approval of financial statemen ts 31/12/20 24	Shareholders	M	X				3	14/14
Chief Executiv e Officer/C EO •	Bernini Alessandro	1960	21/04/ 2022	21/04/ 2022	Approval of financial statemen ts 31/12/20 24	Shareholders	M	X				10	13/14
Director	Alfieri Luigi	1952	30/04/ 2013	08/04/ 2022	Approval of financial statemen ts 31/12/20 24	Shareholders	M		X			8	14/14
Director	Chersicla Gabriella	1962	30/04/ 2013	08/04/ 2022	Approval of financial statemen ts 31/12/20 24	Shareholders	M		X	X	X	8	14/14
Director	Fiorini Stefano	1962	10/09/ 2007	08/04/ 2022	Approval of financial statemen ts 31/12/20 24	Shareholders	M		X			11	14/14
Director	Nova Isabella Maria	1970	24/05/ 2023	24/05/ 2023	First available sharehol ders' meeting following appointm ent	Co-optation			X	X	X	-	14/14
Director	Finocchi Mahne Cristina	1965	08/04/ 2022	08/04/ 2022	Approval of financial statemen ts 31/12/20 24	Shareholders	M		X	X	X	2	13/14
Director	De Angelis Paolo Alberto	1957	08/04/ 2022	08/04/ 2022	Approval of financial statemen ts 31/12/20 24	Shareholders	M		X	X	X	-	14/14

Director	Squinzi Maurizia	1950	27/04/ 2016	08/04/ 2022	Approval of financial statemen ts 31/12/20 24	Shareholders	m		X	X	X	1	14/14
DIRECTORS WHO LEFT OFFICE DURING THE FINANCIAL YEAR

Number of meetings held during the Financial Year: 14

Quorum required for the submission of lists by minorities for the election of one or more members (pursuant to Article 147-ter, CFA): on the date of the last renewal of the corporate bodies (8 April 2022): 2% of the capital represented by shares with voting rights in the Ordinary Shareholders' Meeting, or the different shareholding threshold required by the regulations issued by Consob.

NOTES

The following symbols must be entered in the "Office" column:

• This symbol indicates the director in charge of the internal audit and risk management system.

○ This symbol indicates the Lead Independent Director (LID)

(*) The date of first appointment of each director is intended as the date on which the director was appointed for the (very) first time to the Issuer's BoD.

(**) This column indicates whether the list from which each director was drawn was submitted by shareholders (indicating "Shareholders") or by the Board of Directors (indicating "Board of Directors").

(***) This column indicates whether the list from which each director has been drawn is "majority" (indicating "M") or "minority" (indicating "m").

(****) This column shows the number of directorships or Auditor appointments held by the person concerned in other listed or large companies. In the Corporate Governance Report, appointments are indicated in full.

(*****) This column indicates the attendance of directors at board meetings (indicate the number of meetings attended out of the total number of meetings attended; e.g. 6/8; 8/8 etc.).

TABLE 3: STRUCTURE OF THE BOARD COMMITTEES AT THE END OF THE FINANCIAL YEAR

BoD		Executive Committee		RPT Committee		Control and Risks Committee		Remuneration Committee			Appointments Committee	Other committee		Other committ ee
Office/Qu alification	Member s	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)	(*)	(**)
Chairma n of the BoD	Di Amato Fabrizio
executive -not independ ent
CEO	Bernini Alessand ro
Non executive director - non independ ent	Alfieri Luigi							9/9	M
Non executive director - independ ent as per CFA and/or Code	Chersicla Gabriella			14/14	P	14/14	P
Non executive director - non independ ent	Fiorini Stefano					14/14	M
Non executive director - independ ent as per CFA and/or Code	Nova Isabella Maria							9/9	M
Non executive director - independ ent as per CFA and/or Code	Finocchi Mahne Cristina			14/14	M
Non executive director - independ ent as per CFA and/or Code	De Angelis Paolo Alberto			14/14	M			9/9	P
Non executive director - independ ent as per CFA and/or Code	Squinzi Maurizia					14/14	P

DIRECTORS WHO LEFT OFFICE DURING THE FINANCIAL YEAR

MEMBERS WHO ARE NOT DIRECTORS

Manager of the Issuer/Ot her	Surname Name
during the Financial Year: Patrizia Riva	No. of meetings held	14	14	9

NOTES

(*) This column shows the attendance of directors at committee meetings (indicate the number of meetings attended out of the total number of meetings attended; e.g. 6/8; 8/8 etc.).

(**) This column indicates the qualification of the director within the committee: "P": chairman; "M": member.

TABLE 4: STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AT THE END OF THE FINANCIAL YEAR

Board of Auditors
Office	Members		Year of birth Date of first appointmen t (*)	In office from	In office until	Slate (M/m) (**)	Indep. Code	Attendan ce of meetings of the BoA (***)	No. other offices (****)
Chairman	Fallacara Francesco	1964	27/04/2016	08/04/2022	Approval of Financial Statements as at 31/12/2024	m	X	35/35	21
Statutory auditor	Bonelli Andrea	1967	08/04/2022	08/04/2022	Approval of Financial Statements as at 31/12/2024	M	X	35/35	13
Statutory auditor	Cederna Marilena	1957	08/04/2022	08/04/2022	Approval of Financial Statements as at 31/12/2024	M	X	35/35	5
Alternate auditor	Leoni Massimiliano	1963	27/04/2016	08/04/2022	Approval of Financial Statements as at 31/12/2024	M	X	-	23
Alternate auditor	Cardi Mavie	1984	08/04/2022	08/04/2022	Approval of Financial Statements as at 31/12/2024	M	X	-	7
Alternate auditor	Lorenzatti Andrea	1975	27/04/2016	08/04/2022	Approval of Financial Statements as at 31/12/2024	m	X	-	3
				STATUTORY AUDITORS CEASED TO HOLD OFFICE DURING THE FINANCIAL YEAR

Number of meetings held during the Financial Year: 35

Quorum required for the submission of lists by minorities for the election of one or more members (pursuant to Article 148, CFA): on the date of the last renewal of the corporate bodies (8 April 2022): 2% of the capital represented by shares with voting rights in the Ordinary Shareholders' Meeting, or the different shareholding threshold required by the regulations issued by Consob.

NOTES

(*) The date of first appointment of each auditor is intended as the date on which the auditor was appointed for the (very) first time to the Issuer's Board of Auditors.

(**) This column indicates whether the list from which each auditor has been drawn is "majority" (indicating "M") or "minority" (indicating "m"),

(***) This column indicates the attendance of auditors at BoA meetings (indicate the number of meetings attended out of the total number of meetings attended; e.g. 6/8; 8/8 etc.).

(****) This column shows the number of directorships or Auditor appointments held by the person concerned pursuant to Article 148-bis of the Consolidated Finance Act and the related implementing provisions contained in the Consob Issuers' Regulations. The complete list of appointments is published by Consob on its website in accordance with Art. 144-quinquiesdecies of the Consob Issuers' Regulation.

ANNEX A) CURRICULA VITAE OF MAIRE S.P.A. BOARD MEMBERS

FABRIZIO DI AMATO

He is Founder, Chairman and major shareholder of MAIRE, a company listed on the Milan Stock Exchange, which operates globally with sustainable technology solutions and integrated engineering and construction solutions to drive industry's evolution towards decarbonisation, notably through its subsidiary NextChem. With a degree in political science from La Sapienza University in Rome and an honorary degree in chemical engineering from Milan Polytechnic, he began his business career aged nineteen with 3 employees. He consolidated the MAIRE Group over four decades through a process of progressive internal growth, the creation of new companies and the acquisition of companies at national and international level, including Fiat Engineering (2004), Tecnimont (2005), Tecnimont India (2007), Stamicarbon (2009), KT (2010), NextChem (founded 2018) Conser and MyRemono (2023), GasConTec and APS (2024) enriching itself with important technological and executive skills.

Today, he operates in the world's major energy markets and creates value in 45 countries, with 50 companies and more than 9,300 employees, totalling about 20,000 professionals involved in projects worldwide. Fabrizio Di Amato is the Chairman of the MAIRE – ETS Foundation, which is active in the preservation and knowledge of the Group's historical archival heritage and in the training of the young talents and humanist engineers of tomorrow, able to contribute to the energy and digital transition.

He was the chairman of Animp from 2007-2011. In 2008, he promoted the concept of a unique representative body for the engineering and contracting industry through Federprogetti (the Federation of Italian plant industries), of which he is the founder and was Chairman until May 2015.

He is a member of the General Board of Unindustria and Assolombarda and a member of the Board of Assonime. He is Embassy Counsellor to the Holy See of the Sovereign Military Order of Malta.

He was appointed Cavaliere del Lavoro since 2016 and a Member of the Board of the Central Regional Group of Cavalieri since 2021.

ALESSANDRO BERNINI

He began his professional career in 1979 working in auditing.

Report on Corporate Governance and Ownership Structure 2024 112 In 1980 he joined Ernst & Young and in the course of his internal career he was involved in the auditing of leading national (Saipem, Pirelli) and international groups as well as the technical aspects of auditing and accounting, participating in the development of auditing standards and supporting the National Council of Accountants and Bookkeepers in the drafting of the first formulation of the National Accounting Standards. He was appointed Partner in 1994 and took the responsibility for the Brescia office while continuing to maintain responsibility for important forensic work in the Milan central office. In 1996, he joined the Saipem Group (ENI Group) as Chief Financial Officer and, since 2002, as Head of Corporate Secretariat and Corporate Governance. During his office at Saipem, he actively participated in the acquisition of the group listed on the Paris and New York stock exchange Bouygues Offshore in 2000 and the Snamprogetti group in 2006. In 2008, he was appointed Chief Financial Officer of the ENI Group, which he held until December 2012. During his office at Eni, he coordinated the activities aimed at the sale of the stake in the Snam group

to Cassa Depositi e Prestiti, the acquisitions of international companies operating in the Oil & Gas sector, and the sale of Eni's stake in the Portuguese national energy company Galp. He represented Eni on the Board of Directors of Snam, Chairman of Eni Insurance and member of the Board of the ILO, the insurance company set up among international oil companies.

In 2013, he joined the Maire Tecnimont Group as Group Chief Financial Officer, also serving as Director in several Group companies.

He will hold the position of CFO until 15 May 2022 when he will be appointed Chief Executive Officer and Chief Operating Officer of MAIRE S.p.A. as well as Managing Director of Tecnimont S.p.A., KT - Kinetics Technologies S.p.A. and Chairman of NextChem S.p.A.

He has been enrolled in the National Register of Auditors since April 1995 and qualified as a Chartered Accountant since 1994.

LUIGI ALFIERI

He was born in Amalfi in 1952. He is graduated in Law from University of Salerno. He began his career in 1972 at Banca Commerciale Italiana, covering different positions until 1987, when he was appointed Branch Manager and then in 1992 Bank Manager, managing various offices in Italy. 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). Since February 2013 he has worked as a consultant.

GABRIELLA CHERSICLA

She has a degree in Economics and Commerce. She is enrolled in the Register of Chartered Accountants of Milan and in the Register of Auditors under the Ministerial Decree of 12/04/1995 published in Gazzetta Ufficiale no. 31bis of 21/04/1995.

A Member of the Corporate Governance Committee established by the Official Roll of Registered and Certified Accountants of Milan. She is also a member of Nedcommunity, the Italian association of nonexecutive and independent directors.

Her professional career developed with the KPMG Network, where she acted as auditor first and thereafter consultancy in the Forensics division, of which she was made national head from 2003 to 2011. Since 2012 she is self-employed and works at her own firm in Milan, as well as holding the position of member of boards of directors and auditors in various listed and unlisted companies.

STEFANO FIORINI

Born in Rome in 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 Register of Chartered Accountants in 1995, he also entered the Register 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 Criminal Court of Rome. He is specialised 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's in International Accounting Standards (IAS/IFRS). He has in-depth knowledge of the English and Swiss tax systems and handles relationships with Italian and European banks on a long-term basis.

ISABELLA MARIA NOVA

Isabella Nova has been Vice-Chancellor of the Politecnico di Milano and Vice-Chancellor for Strategic Plan Implementation since January 2023.

She is a full professor of Industrial and Technological Chemistry at the Department of Energy at the Politecnico di Milano and Professor of Industrial Chemistry for the Chemical Engineering degree course.

She was Vice Dean of the School of Industrial and Information Engineering (2019-2022) and coordinator of the Degree Council in Chemical Engineering (Bachelor's and Master's Degree) and in Engineering for Prevention and Safety in the Process Industry (Master's Degree) at Politecnico di Milano (2018-2022).

She holds a degree in Chemical Engineering from the Politecnico di Milano (1996) and a PhD

in Industrial Chemistry at the University of Milan (1999).

She is currently recognised as an international leader in the field of catalysis, with a particular focus on kinetic analysis, mechanistic studies and related modelling, chemical reaction engineering, and industrial experimentation.

Since 2002, she has led industrial projects with Daimler AG (DE), MTU (DE), FPT (I), Johnson Matthey (UK), Corning (USA), Haldor Topsoe (DK), Cummins (USA) and participated in several EU-FP7 and EU-H2020 projects.

She is co-author of over 170 publications, inventor of 3 international patents, co-editor of 10 volumes of Catalysis Today (Elsevier), a volume of Industrial and Engineering Chemistry Research (American Chemical Society), and a Springer book (Urea-SCR Technology for deNOx After Treatment of Diesel Exhaust) as well as co-author of over 300 conference communications. She has given more than 20 invited lectures at international conferences and research centres.

She has been a member of the scientific committees of several international conferences. She is a member of the editorial board of "Applied Catalysis B: Environmental" (Elsevier) and "Emission Control Science and Technology" (Springer).

From 2020 to 2023, she was a member of the Board of Directors of the Fondazione Fratelli Confalonieri. Since 2023 she is a member of the Board of Directors of MAIRE S.p.A..

CRISTINA FINOCCHI MAHNE

Born in Trieste in 1965, She graduated in Economics from La Sapienza University of Rome and obtained a MBA, from Luiss Business School. She then pursued further specialisations in finance, financial communication and management skills in London and Los Angeles.

With more than 20 years of experience as C-suite executive/advisory board member of listed banking groups/higher management consulting companies, she has been a board member of Italian and US listed companies and private equity funds for over 15 years. She has over a decade of academic experience in economics and ESG issues. She has a long track record as the head of associations, specifically as chairwoman of the national chapter of a global foundation. Since 1999, she has been proactively working on ESG sustainability. She is Chairwoman/Committee Member of the Risk & Sustainability, Nomination & Remuneration and Lead Independent Director Committees, with extensive experience also in regulated sectors.

She is a speaker at national/international conferences and author of publications and articles on financial and economics matters and corporate governance.

She is currently Adjunct Professor and Member of the Scientific Committee of CSEA (Centre for Applied Economics Studies) Università Cattolica del Sacro Cuore Milan, Faculty of Banking, Finance and Insurance Sciences. Lecturer in International Groups Corporate Governance, Luiss Business School, Milan. Previously she was a lecturer in Advanced Business Administration Faculty of Economics, University of Rome La Sapienza.

She is Co-Chair Italy and Member of the Global Visionary Awards Committee, WCD Foundation (WomenCorporateDirectors), USA.

She is a member of the Scientific Committee, Centesimus Annus Foundation, Vatican City.

She is a member of the Global Advisory Board of the Fordham Gabelli School of Business NY.

She sits on the Board of Directors of listed companies with global operations.

PAOLO ALBERTO DE ANGELIS

In 1980 he graduated with honours in Mechanical Engineering. He began his career as an engineer in the aluminium industry, in the field of investment and project evaluation.

Attending IMI's training school in 1982 introduced him to the world of banking. He then joined Mediocredito di Roma where he demonstrated his ability to create relationships with commercial banks, in particular with the three Banche Romane that were being merged into Banca di Roma at the time. This experience led him to Mediocredito Centrale, then a second-tier institution undergoing a major transformation, where he developed innovative finance projects and the creation of a commercial network that would lead to the rescue of Banco di Sicilia - Sicilcassa. Here he joined as Head of Market to reorganise branches, redesign segmentations, products and commercial and credit activities in general, also joining the Board of Directors of Irfis SpA and Basileasing SpA.

With the privatisation of Mediocredito Centrale and the launch of the Capitalia Project, he headed the Credit Management of Banca Roma, also participating in the Board of Directors of Fidis Retail Italia and Synesis as part of the 'convertendo Fiat', and then dealt with the restructuring of the parabanking services (CEO of Capitalia Leasing & Factoring and Fineco Leasing), later becoming Head of Asset Finance of the Capitalia Group at MCC VDG.

He then joined BNL following its acquisition by the BNPP Group, and his experience took on an international dimension. He was entrusted with the Corporate Division and became a member of the Group's 100 top

managers. During this period, he also held the positions of Vice-Chairman of the Board of Directors of Ifitalia - International, Director of BNP Paribas Lease Group SA and Director of Arval SpA.

His extensive experience led him, as Deputy General Manager of BNL, to his appointment to the Board of Directors of BNL in 2017, assuming the chairmanship of the bank's Risk and Product Committees.

In 2020, he put his experience at the service of the rescue of Pop Bari, leading it, as DG during the commissioner's period, to transformation into a joint-stock company.

He then joined Invitalia as head of Fund Management Area, developing and successfully launching the "Fund for the safeguarding of employment levels and the continuation of business activity" and the "Fondo Cresci al Sud". He is also Chairman of the Board of Directors of Canepa SpA and Director of Ceramica Dolomite SpA, and Rino Snaidero SpA, companies in which the Fondo Salvaguardia holds an interest.

In September 2024, he was named Senior Advisor of General Finance SpA, a brilliant financial company listed on the Euronext Star Milan and specializing in bespoke corporate financing based on the discounting of receivables.

MAURIZIA SQUINZI

Born in May 1950, she graduated with full marks in Business Administration from Luigi Bocconi University in 1974 and is now a freelance professional in the area of finance and financial services. She has been senior manager in the general management area, CFO (finance, administration and control) and business planning in complex industrial, service, insurance and banking companies.

Member of Boards of Directors of listed and unlisted Italian and foreign companies since 1994, including, most recently: Maire Tecnimont S.p.A., Tessellis S.p.A. (Former Tiscali), Banca Carige S.p.A. and Illimity Bank S.p.A., where she participated in the creation and start-up of a Spac (SPAXS S.p.A.).

She was General Manager of Mittel S.p.A. until 2015 and a member of the Board of Directors and Executive Committee of Sorin S.p.A. until mid-2015, where she helped define Sorin's merger project with the US medical device manufacturer Cyberonics, which created LivaNova, a company listed on the London and New York stock exchanges.

She took part in 2012 as Resource Manager (financial and human) in the financial restructuring of the San Raffaele Hospital of Milan;in 2002 as CFO in the organisational restructuring and strategic relaunch of Poste Italiane; in 1998 as Group Director for planning and control, she took part in the financial and organisational restructuring of the Montedison Group.

After a degree in Business Economics from Bocconi University, achieved with full marks in 1974, she was marketing assistant at the School of Business Administration (SDA) of Luigi Bocconi University, and thereafter worked for more than eight years in the consultancy firm McKinsey & Co., in the area of finance and financial services.

ANNEX A.1) LIST OF OFFICES HELD BY DIRECTORS OF MAIRE S.P.A.

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
	MAIRE – ETS Foundation	Chairman of the Board of Directors
BERNINI Alessandro	Tecnimont S.p.A. (*)	Chief Executive Officer
	KT - Kinetics Technology S.p.A. (*)	Chief Executive Officer
	NextChem S.p.A.	Chairman of the Board of Directors
	APS Designing Energy S.r.l.	Chairman of the Board of Directors
	KTI POLAND S.A.	Chairman of the Supervisory Board
	KT TECH S.P.A.	Chairman and CEO
	Stamicarbon B.V. (*)	Chairman of the Supervisory Body
	GasConTec GmbH	Member of the Supervisory Board
	NextChem Tech S.p.A.	Director
	MAIRE – ETS Foundation	Member 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
	FG Life S.r.l.	Chairman of the Board of Directors
	Esperia Aviation Services S.p.A.	Chairman of the Board of Directors
	Armonia SGR S.p.A.	Director
	Ottodrom S.r.l.	Chairman of the Board of Directors
	EVP Management S.r.l.	Director
CHERSICLA Gabriella	Fincantieri S.p.A.	Chairman of the Board of Statutory Auditors
	Amplifon S.p.A.	Member of the Supervisory Board
	Snam Foundation	Member of the Control Body
	Bonatti S.p.A.	Statutory auditor
	Nuova Castelli S.p.A.	Statutory auditor
	ILC La Mediterranea S.p.A.	Statutory auditor
	BN Investimenti S.p.A.	Chairman of the Board of Statutory Auditors
	Trans Tunisian Pipeline Company S.p.A.	Statutory Auditor
	Ambrosi S.p.A.	Statutory Auditor
FIORINI Stefano	GLV Capital S.p.A.	Director
	MAIRE – ETS Foundation	Director
	Maire Investments S.p.A.	Director
	Esperia Aviation Services S.p.A.	Director

	GEF Aviation S.r.l.	Director
	Elfa Investimenti S.r.l.	Sole Director
	S.T.I. S.r.l.	Sole Director
	Prima Investimenti S.r.l.	Sole Director
	I Daini S.r.l.	Sole Director
	EVP Management S.r.l.	Director
	Emmeci S.r.l.	Director
NOVA Isabella Maria	-	-
FINOCCHI MAHNE Cristina	QuattroR SGR.	Director
	Dexelance (formerly IDB)	Director
DE ANGELIS Paolo Alberto	-	-
SQUINZI Maurizia	Tessellis S.p.A.	Director
		Chairwoman of the Control, Risks and Related Parties Committee and Member of the Remuneration Committee

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

ANNEX B) CURRICULA VITAE OF MAIRE S.P.A. STATUTORY AUDITORS

FRANCESCO FALLACARA

Born in Bari on 14 June 1964, he is enrolled in the Register of Chartered and Registered Accountants in Rome and is a registered auditor, after obtaining a degree in Economics and Commerce - specialising in Corporate Finance - from L.U.I.S.S. in Rome.

He is Adjunct Professor of Financial Statements and International Accounting Standards at the Faculty of Economics - UNINT University of International Studies in Rome and Adjunct Professor at Luiss Business School.

He is Chairman of Boards of Statutory Auditors of listed companies such as MAIRE S.p.A and Tim S.p.A and holds positions on the boards of administration, control and audit of other unlisted companies.

He carries out his professional activities in his offices in Rome and Milan: tax consultancy, corporate consultancy, tax litigation, auditing.

He is an expert and technical consultant at the Civil and Criminal Court of Rome.

He is a Member of the Commission for Updating and Revising the Principles of Conduct for Boards of Statutory Auditors of Listed Companies and a speaker at conferences, seminars and meetings organized by the Institute of Certified Public Accountants and other public and private entities, and in master's programs on tax and corporate matters.

ANDREA BONELLI

Born in Rome on 09 September 1967. He graduated in Economics and Business from the University of Rome, "La Sapienza". He is Adjunct Professor in Crisis and Business Recovery at the European University of Rome. A chartered accountant and auditor, he has gained professional experience in business consultancy with particular specialisation in corporate valuations and restructuring and in tax and corporate consultancy. He works in the Rome and Milan offices of the professional association Studio Signori Professionisti Associati. He holds positions as a member of the Board of Statutory Auditors in the listed companies Caltagirone SpA and Antares Vision SpA, and issuers, ASTM SpA, and in major national companies. An expert in corporate finance, he has been involved in numerous extraordinary transactions and due diligence activities in various industries. He is the author of numerous publications on corporate law and corporate restructuring published by Ipsoa and il Sole24ore. He is a member of the scientific committee of the Institute for Corporate Governance and the Accademia Romana di Ragioneria. He is registered on the List of Expert Negotiators under the Crisis and Insolvency Code, and on the Register of Business Crisis Managers with the Ministry of Justice. He is a member of the Auditing Commission at the Order of Chartered Accountants and Accounting Experts of Rome, where he is a speaker at conferences and seminars. He was a lecturer at the Higher School of the Ministry of Economy and Finance Ezio Vanoni.

MARILENA CEDERNA

Born in Sondrio in 1957. She holds a degree in Economics and Commerce from the Luigi Bocconi University in Milan and is registered in the Register of Chartered Accountants and Auditors.

She has been a freelance professional since 2017.

Until 2017, she worked at PricewaterhouseCoopers where she became a partner.

She has gained significant experience as an audit partner for major national and international groups, including groups listed on regulated markets in Italy and abroad. She has developed relevant experience in various industrial, commercial and service sectors such as mainly Energy, Engineering & Construction, Information Technology, and Telecommunications.

She has developed relevant professional experience and expertise in extraordinary transactions (acquisitions, mergers, capital increases, contributions, IPOs) including those involving companies listed on regulated markets.

She has performed significant financial due diligence in various industries.

She has gained considerable experience in accounting consultancy work in support of dispute resolution.

She currently holds the position of statutory auditor in Italian companies controlled by international groups listed on foreign regulated markets.

She has been auditor of companies listed on the Italian Stock Exchange and some of its subsidiaries.

She is a member of Nedcommunity, the association of non-executive and independent directors.

MASSIMILIANO LEONI

Born in Rome in 1963, with a degree in Business Economics from Università degli Studi di Roma, "La Sapienza" Chartered Accountant, qualified to practice since 1992, enrolled in the Order of Chartered Accountants and Accounting Experts of Rome and in the Register of Auditors with the Ministry of the Economy and Finance. Professionally, he has provided consultancy and assistance with administrative, corporate and accounting matters for companies and entities. He has accrued significant experience in the defence and tax representation sector in disputes for Italian and foreign companies. He has served, and still serves, on the control bodies of Italian companies as a member of the board of statutory auditors and independent auditor. He has gained significant experience in the financial/actuarial sector in relation to pensions, pension funds and the valuation of employee benefits using IAS 19. Formerly a technical consultant at the Civil Court of Rome in this field, he carried out expert technical consultancy work for the Soa qualification of companies in the case of company mergers and transfers.

MAVIE CARDI

Born on 29 April 1984. She graduated with honours in Economics and Business Management from LUISS - "Guido Carli" University, where she also obtained a PhD in Business Law.

In 2024, she received national science accreditation as a Full Professor of Economics of Financial Intermediaries.

Since 2019, she has taught (formerly as an Associate Professor) at the Link University of Rome, where she teaches Economics of Financial Intermediaries and Banking, as part of the Degree Course in International Business Economics.

She has published monographic studies on Cassa Depositi e Prestiti, Private Equity and Recapitalisations and Banking Crises. She has more recently published studies in international scientific journals on Circular

Economy, the European Taxonomy, ESG Ratings and Sustainable Finance. She regularly participates in international conferences as a speaker on financial topics.

She is registered in the Register of Chartered Accountants in Rome and in the Register of Auditors. She is also a member of Boards of Auditors.

ANDREA LORENZATTI

Born in Rome in 1975. Certified Public Accountant since 2007 and Auditor.

Since 2005, he has provided administrative, corporate and tax assistance and consultancy. For several years now, he has accrued specific experience with real estate, in particular as regards the tax regulations of construction, purchase and sale and real estate management companies. Over the years, he has accrued particular expertise in extraordinary corporate operations.

His professional experience includes aspects relating to corporate groups. More specifically, for several years now, he has been entrusted with the management and external consultancy relative to companies adhering to the national tax consolidation. Over the years, he has been Territorial Manager of tax assistance (RAF for central Italy) for the company CAF IMPRESE UNICA CIDEC SRL. He currently acts as a control body in several companies.

ANNEX B.1) LIST OF OFFICES HELD BY THE STATUTORY AUDITORS OF MAIRE S.P.A.

Name	Company	Office
Francesco Fallacara	Poste Logistic S.p.A.	Statutory Auditor
	Eni Progetti S.p.A.	Statutory Auditor
	Argo Global Assicurazioni S.p.A.	Director
	NextChem Tech S.p.A. (*)	Statutory Auditor
	MyReplast Industries S.r.l.(*)	Statutory Auditor
	I.D.S. Ingegneria dei Sistemi S.p.A.	Chairman of the Board of Auditors
	MAIRE - ETS Foundation	Sole Auditor
	Cartiere di Guarcino S.p.A.	Statutory Auditor
	Tim S.p.A.	Chairman of the Board of Auditors
	GSD Sistemi e Servizi S.c.a.r.l.	Statutory Auditor
	Casa di Cura La Madonnina S.p.A.	Statutory Auditor
	Eni Natural Energies S.p.A.	Statutory Auditor
	TIM Retail S.r.l.	Chairman of the Board of Auditors
	NextChem S.p.A. (*)	Chairman of the Board of Statutory Auditors
	Pirelli Tyre S.p.A.	Statutory Auditor
	Acea Acqua S.p.A.	Chairman of the Board of Auditors
	Telecom Italia Sparkle S.p.A.	Statutory Auditor
	Atis Floating Wind Srl	Statutory Auditor
	Krimisa Floating Wind Srl	Chairman of the Board of Auditors
	Marine Iinteriors Cabins S.p.A.	Statutory Auditor
	MI S.p.A.	Chairman of the Board of Auditors
BONELLI Andrea	Caltagirone S.p.A.	Chairman of the Board of Auditors
	Antares Vision S.p.A.	Chairman of the Board of Auditors
	ASTM S.p.A.	Chairman of the Board of Auditors
	Società Autostrada Ligure Toscana S.p.A.	Statutory Auditor
	SITAF S.p.A.	Statutory Auditor
	Tecnimont S.p.A. (*)	Chairman of the Board of Auditors
	Concessioni del Tirreno S.p.A.	Statutory Auditor
	Met Dev 1 S.r.l (*)	Sole auditor
	U-Coat S.p.A. (*)	Chairman of the Board of Auditors
	LT S.r.l.	Statutory Auditor
	Cisar Milano S.p.A.	Chairman of the Board of Auditors
	Remazel S.p.A.	Chairman of the Board of Auditors

	Fincantieri Infrastructure S.p.A.	Chairman of the Board of Auditors
CEDERNA Marilena	Wood Italiana S.r.l.	Sole auditor
	Ingram Micro S.r.l.	Statutory Auditor
	E.ON TECHNICAL SERVICE S.p.A.	Statutory Auditor
	IM DIRECT S.r.l.	Statutory Auditor
	Volvo Construction Equipment Italy S.p.A.	Alternate auditor
Massimiliano Leoni	FG Life S.r.l.	Sole Auditor
	AVINCIS AVIATION FLEET MANAGEMENT ITALIA S.p.A.	Alternate Auditor
	AVINCIS AVIATION INTERNATIONAL ITALIA S.p.A.	Alternate Auditor
	Tecnimont S.p.A. (*)	Statutory Auditor
	KT - Kinetics Technology S.p.A. (*)	Statutory Auditor
	GLV Capital S.p.A.	Chairman of the Board of Auditors
	Maire Investments S.p.A.	Chairman of the Board of Auditors
	BiOlevano S.r.l. (*)	Alternate auditor
	Transfima S.p.A. (*)	Alternate auditor
	NextChem S.p.A. (*)	Alternate Auditor
	NextChem Tech S.p.A. (*)	Statutory Auditor
	Cefalù 20 S.c.a r.l. in liquidation (*)	Sole Auditor
	Prima Investimenti S.r.l.	Sole Auditor
	I Daini S.r.l.	Sole Auditor
	Met Development S.p.A. (*)	Chairman of the Board of Statutory Auditors
	U-COAT S.p.A. (*)	Alternate auditor
	MyRePlast S.r.l. (*)	Statutory Auditor
	CONSER S.p.A. (*)	Statutory Auditor
	Mdg Real Estate S.r.l. (*)	Sole Auditor
	APS S.r.l.(*)	Statutory Auditor
	KT TECH S.p.A. (*)	Statutory Auditor
	Immobiliare Villa La Tassinara	Sole Auditor
	Esperia Aviation Services S.p.A.	Alternate auditor
CARDI Mavie	InfoCert S.p.A.	Statutory Auditor
	Studio Geotecnico Italiano S.r.l. (*)	Statutory Auditor
	Transfima S.p.A. (*)	Statutory Auditor
	MyReplast S.r.l.	Chairman of the Board of Auditors
	Alexandra Cinematografica S.r.l.	Sole Auditor
	Legal Financial Service S.r.l.	Sole Director
	Tecnimont S.p.A. (*)	Statutory Auditor

LORENZATTI Andrea	Angelini Professional S.r.l.	Sole Auditor
	Angelini Holding S.r.l.	Statutory Auditor
	Leukos S.r.l.	Independent Auditor

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

ANNEX C) BRIDGING TABLE ON THE STATUS OF IMPLEMENTATION OF THE CODE

2020 CORPORATE GOVERNANCE CODE	Applied	Reference
Art. 1 – Role of the Board of Directors Principles I. The board of directors guides the company by pursuing its sustainable success.	X	4.1 Role of the Board of Directors
II. The Board of Directors defines the strategies of the Company and its Group consistent with Principle I and monitors their implementation.	X	4.1 Role of the Board of Directors
III. The board of directors defines the corporate governance system that best serves the conduct of the company's business and the pursuit of its strategies, taking into account the scope for autonomy offered by the legal system. If necessary, it evaluates and promotes appropriate changes, submitting them to the shareholders' meeting when competent.	X	4.1 Role of the Board of Directors
IV. The Board of Directors promotes dialogue with shareholders and other relevant stakeholders of the Company in the most appropriate forms.	X	4.1 Role of the Board of Directors
Recommendations 1. The board of directors: a) examines and approves the business plan of the Company and the Group it heads, also on the basis of the analysis of issues relevant to the generation of long-term value carried out with the possible support of a committee whose composition and functions are determined by the Board of Directors; b) periodically monitors the implementation of the business plan and assesses the general management performance, periodically comparing the results achieved with those planned; c) defines the nature and levels of risk compatible with the strategic objectives of the Company, including in its assessments all the elements that may become relevant in terms of the sustainable success of the Company; d) defines the corporate governance system of the company and the structure of the group it heads and assesses the adequacy of the organisational, administrative and accounting structure of the company and its strategically important subsidiaries, with particular reference to the internal control and risk management system;	X	4.1 Role of the Board of Directors
e) resolves on transactions by the Company and its subsidiaries that have significant strategic, economic, capital or financial importance for the Company, establishing for this purpose the general criteria for identifying significant transactions; f) in order to ensure the proper management of corporate information, it adopts, at the proposal of the chairman, in agreement with the chief executive officer, a procedure for the internal management and external communication of documents and information concerning the Company, with particular reference to inside information.

2.	If deemed necessary in order to define a corporate governance system that is more functional to the company's needs, the board of directors shall prepare reasoned proposals to be submitted to the shareholders' meeting on the following topics: a) choice and characteristics of the corporate model (traditional, "one -tier", "two -tier"); b) size, composition and appointment of the board of directors and term of the office of its members; c) structure of administrative and property rights of shares; d) percentages established for the exercise of the prerogatives to protect minorities. In particular, in the event that the board of directors intends to propose to the shareholders' meeting the introduction of increased voting right, it shall provide in its explanatory report to the shareholders' meeting adequate justification for the purpose of the choice and indicate the expected effects on the ownership and control structure of the Company and its future strategies, giving an account of the decision -making process followed and any contrary opinions expressed in the board.	X		4.1 Role of the Board of Directors
3.	The board of directors, upon proposal of the Chairman, formulated in agreement with the chief executive officer, adopts and describes in the corporate governance report a policy for the management of dialogue with the majority of the shareholders, also taking into account the engagement policies adopted by institutional investors and asset managers. The Chairman shall ensure that the board of directors is in any case informed, by the first useful meeting, of the development and significant contents of the dialogue that has taken place with all shareholders.		X	4.1 Role of the Board of Directors 12 Relationships with Shareholders and Key Stakeholders
Article 2 Principles V.	– Composition of corporate bodies The board of directors is composed of executive and non -executive directors, all of whom have the professionalism and skills appropriate to the tasks	X		4.3 Composition 4.6 Executive Directors
VI.	entrusted to them. The number and expertise of the non -executive directors are such as to ensure that they carry significant weight in the adoption of board resolutions and guarantee effective monitoring of management. A significant component of the non - executive directors is independent.	X		4.3 Composition 4.6 Executive Directors
VII.	The Company applies 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 of its members.	X		4.3 Composition Diversity criteria and policies in Board Composition and corporate organisation
VIII.	The control body has an appropriate composition to ensure the independence and professionalism of its function.	X		11 Board of Statutory Auditors
4.	Recommendations The board of directors defines the allocation of management powers and identifies who among the executive directors holds the position of chief executive officer. Where the Chairman is assigned the office of chief executive officer or is granted significant management powers, the board of directors shall explain the reasons for this choice.	X X		9.1 Chief Executive Officer 4.7
5.	The number and competences of the independent directors shall be appropriate to the needs of the

	company and the functioning of the board of directors, as well as the constitution of the relevant committees. The board of directors includes at least two independent directors, other than the chairman. In large companies with concentrated ownership, independent directors constitute at least one third of the board of directors. In other large companies, independent directors make up at least half of the board of directors In large companies, the independent directors meet, in the absence of the other directors, on a regular basis and , in any case , at least once a year to assess issues deemed of interest with respect to the functioning of the board of directors and the social governance		Independent Directors and Lead Independent Director
6.	The board of directors assesses the independence of each non -executive director immediately after the appointment as well as during the term of the office upon the occurrence of circumstances relevant to the independence and , in any case , at least once a year. For this purpose, each non -executive director shall provide all the elements necessary or useful for the assessment of the board of directors, which shall consider, on the basis of all available information, any circumstance that affects or may appear to affect the director's independence.	X	4.7 Independent Directors and Lead Independent Director
7.	The circumstances that compromise, or appear to compromise, the independence of a director are at least the following: a) if he/she is a significant shareholder of the company; b) whether he/she is, or has been in the previous three financial years, an executive director or an employee: of the company, a strategically important - subsidiary of the company or a company under common control; of a significant shareholder of the company; - c) whether, directly or indirectly (e.g. through subsidiaries or companies of which it is an executive director, or as a partner of a professional firm or consulting company), he/she has, or has had in the previous three financial years, a significant commercial, financial or professional relationship: with the company or its subsidiaries, or its - executive directors or top management; with a person who, also jointly with others , - through a shareholders' agreement, controls the company; or, if the controlling company is a company or an entity, with its executive directors or top management; d) if he/she receives, or has received in the previous three financial years, from the	X	4.7 Independent Directors and Lead Independent Director
	company, or from one of its subsidiaries or the parent company, significant remuneration in addition to the fixed remuneration for the office and to the remuneration provided for participation in committees recommended by the Code or provided for by the regulations in force;
	e) if he/she has been a director of the company for more than nine financial years, even if not consecutive, in the last twelve financial years; f) if he/she holds the office of executive director in
	another company in which an executive director of the company holds the office of director; g) if he/she is a partner or director of a company or an entity belonging to the network of the

order to ensure effective management of board reporting.
X. The chairman of the board of directors plays a liaison role between the executive and non - executive directors and ensures the effective functioning of the board proceedings.	X	4.5 Role of the Chairman
XI. The board of directors ensures an appropriate internal division of its functions and establishes board committees with investigative, proposing and advisory functions.	X	6.0 Internal Board Committees
XII. Each director shall ensure adequate time availability for the diligent performance of the tasks assigned to him/her.	X	4.4 Functioning of the Board of Directors and Table 2:
Recommendations 11. The board of directors adopts regulations defining the rules of operation of the board itself and its committees, including the procedures for taking minutes of meetings and the procedures for the management of directors' reports. These procedures identify the deadlines for the prior provision of information and how the confidentiality of the data and information provided is to be protected in such a way that the timeliness and completeness of the information flows are not prejudiced. The report on corporate governance provides adequate information on the main contents of the regulations of the board of directors and on compliance with the procedures concerning the timeliness and adequacy of information provided to the directors.	X	4.4 Functioning of the Board of Directors 8.2 Remuneration Committee 9.2 Control, Risk and Sustainability Committee
12. The chairman of the board of directors, with the help of the secretary of the board of directors, takes care: a) that the pre -meeting briefing and additional information provided during meetings are adequate to enable directors to act in an informed way in the performance of their role; b) that the activities of the board committees with investigative, propositional and advisory functions are coordinated with the activities of the board of directors; c) in agreement with the chief executive officer, that the executives of the company and those of the companies of the group it heads, responsible for the corporate functions competent according to the subject matter, attend the board meetings, also at the request of individual directors, to provide the appropriate in -depth information on the items on the agenda; d) that all members of the administration and control bodies may participate, after their appointment and during their term of office, in initiatives aimed at providing them with an adequate knowledge of the business sectors in which the company operates, of the company dynamics and their evolution, also with a view to the sustainable success of the company itself, as well as of the principles of proper risk management and of the regulatory and self - regulatory framework of reference; e) of the adequacy and transparency of the board's self -assessment process, with the support of the appointment committee.	X	4.5 Role of the Chairman
13. The board of directors appoints an independent director as lead independent director:	X	4.7 Independent Directors and Lead Independent Director

a) if the chairman of the board of directors is the chief executive officer or holds significant management powers; b) if the office of chairman is held by the person who controls, even jointly, the company; c) in large companies, even in the absence of the conditions set out in a) and b), if a majority of the independent directors so request.
14. The lead independent director: a) is a point of reference for the co -ordination of the requests and contributions of non -executive directors and, in particular, of independent directors. b) coordinates meetings of independent directors only.	X		4.7 Independent Directors and Lead Independent Director
15. In large companies, the board of directors expresses its guidelines as to the maximum number of positions on the boards of directors or auditors in other listed or large companies that may be considered compatible with effective performance as a director of the company, taking into account the commitment resulting from the position held.		X	4.3 Composition Maximum number of offices held in other companies
16. The Board of Directors establishes internal committees with investigative, proposing and advisory functions in the areas of appointments, remuneration and control and risk. The functions that the Code assigns to committees may be distributed differently or merged into a single committee, provided that adequate information is provided on the tasks and activities performed for each of the functions assigned and the Code's recommendations for the composition of the relevant committees are complied with. The functions of one or more committees may be assigned to the entire board, under the coordination of the chairman, provided that : a) independent directors represent at least half of the board; b) the board of directors devotes adequate space within the board sessions to the performance of the functions typically attributed to these committees. If the functions of the remuneration committee are reserved for the board of directors, the last sentence of Recommendation 26 applies. Companies other than large ones may assign the functions of the control and risk committee to the board of directors, even in the absence of the condition mentioned in a) above. Companies with concentrated ownership, even large ones, may assign the functions of the appointment committee to the board of directors, even in the absence of the condition mentioned in a) above.	X		6.0 Internal board committees (pursuant to article 123 -bis, paragraph 2, letter d), CFA) 7.2 Appointments Committee 8.2 Remuneration Committee 9.2 Control, Risk and Sustainability Committee
17. The board of directors defines the tasks of the committees and determines their composition, favouring the competence and experience of their members and avoiding, in large companies, an excessive concentration of tasks in this area. Each committee is coordinated by a chairperson who informs the board of directors of its activities at the first meeting. The chairman of the committee may invite the chairman of the board of directors, the chief executive officer, the other directors and, informing the chief executive officer, representatives of the relevant corporate functions to individual meetings;	X		6.0 Internal board committees (pursuant to article 123 -bis, paragraph 2, letter d), CFA) 8.2 Remuneration Committee 9.2 Control, Risk and Sustainability Committee

the members of the supervisory board may attend the meetings of each committee. Committees are entitled to access the information and business functions necessary to perform their tasks, have access to financial resources and make use of external consultants, within the terms set by the board of directors. 18. On the proposal of the chairman, the board of directors decides on the appointment and dismissal of the secretary of the body and defines his professional requirements and powers in its rules of procedure. The secretary supports the work of the chairman and provides impartial assistance and advice to the board of directors on all aspects relevant to the proper functioning of the corporate governance system.	X			4.5 Role of the Chairman Board Secretary
Article 4 - Appointment of directors and self - assessment of the board of directors Principles XIII. The administrative body shall ensure, to the extent of its competence, that the process of appointment and succession of directors is transparent and functional to achieve the optimal composition of the administrative body in accordance with the principles of Article 2.	X			4.2 Appointment and replacement of directors
XIV. The board of directors periodically assesses the effectiveness of its activities and the contribution made by its individual components, through formalised procedures whose implementation it oversees. Recommendations 19. The board of directors entrusts the appointment committee with the task of assisting it in its activities: a) self -assessment of the board of directors and its committees; b) definition of the optimal composition of the board of directors and its committees; c) identification of candidates for the office of director in the event of co -optation; d) possible submission of a list by the outgoing board of directors to be implemented in a manner that ensures its transparent formation and presentation; e) preparation, updating and implementation of any succession plan for the chief executive officer and other executive directors.	X	X		7.0 Self -assessment and succession of directors - appointments committee 7.2 Appointments Committee
20. The majority of the appointment committee is composed of independent directors. 21. The self -assessment focuses on the size, composition and actual functioning of the board of directors and its committees, also considering its role in defining strategies and monitoring management performance and the adequacy of the internal control and risk management system.	X		X	7.2 Appointments Committee 7.0 Self -assessment and succession of directors - appointments committee
22. The self -assessment is carried out at least every three years, in view of the renewal of the board of directors. In large companies other than those with concentrated ownership, the self -assessment is carried out annually and may also be carried out in a differentiated manner during the term of office of the body, with the use of an independent consultant being considered at least every three years.	X			7.0 Self -assessment and succession of directors - appointments committee

23. In companies other than those with concentrated ownership the board of directors: expresses, with a view to each renewal, a ‐ guideline on its quantitative and qualitative composition considered optimal, taking into account the results of the self -assessment; requires those who submit a list containing a ‐ number of candidates exceeding half of the members to be elected to provide adequate information, in the documentation submitted for the filing of the list, on the conformity of the list with the guidelines expressed by the board of directors, also with reference to the diversity criteria specified in Principle VII and Recommendation 8, and to indicate their candidate for the office of chairman of the board of directors, whose appointment shall be made according to the procedures identified in the articles of association. The guidelines of the outgoing board of directors are published on the company's website well in advance of the publication of the notice of the shareholders' meeting concerning its renewal. The guideline identifies the managerial and professional profiles and skills deemed necessary, also in consideration of the company's sectoral characteristics, considering the diversity criteria specified in Principle VII and Recommendation 8 and the guidelines expressed on the maximum number of positions in application of Recommendation 15.	X		4. 3 Composition (pursuant to article 123 -bis, paragraph 2, letter d) and d -bis), CFA)
24. In large companies, the board of directors: defines, with the support of the appointment ‐ committee, a plan for the succession of the chief executive officer and executive directors that at least identifies the procedures to be followed in the event of early termination of office; ascertains the existence of adequate procedures ‐ for the succession of top management.		X
Article 5 - Remuneration	X		8.1
Principles			Directors' Remuneration
XV. The policy for the remuneration of directors, members of the supervisory board and top management is functional to the pursuit of the company's sustainable success and takes into account the need to dispose of, retain and motivate people with the competence and professionalism required by their role in the company.
XVI. The remuneration policy is drawn up by the board of directors through a transparent procedure.	X		8.1 Directors' Remuneration
XVII. The board ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the policy, in consideration of the results achieved and other circumstances relevant to its implementation.	X		8.1 Directors' Remuneration
Recommendations	X		8.2
25. The board of directors entrusts the remuneration committee with the task of:			Remuneration Committee
a) assisting it in the preparation of the remuneration
policy; b) submitting proposals or express opinions on the remuneration of executive directors and other directors holding special offices, as well as on the setting of performance objectives related to the variable component of such remuneration;

c) d)	monitoring the concrete application of the remuneration policy and verifies, in particular, the actual achievement of performance targets ; periodically evaluating the adequacy and overall consistency of the policy for the remuneration of directors and top management. In order to avail itself of persons with adequate competence and professionalism, the remuneration of directors, both executive and non -executive, and of the members of the control body is defined taking into account the remuneration practices prevailing in the reference sectors and for companies of a similar size, also considering comparable foreign experiences and making use of an independent consultant, if necessary.
	26. The remuneration committee consists of only non - executive directors, the majority of whom are independent, and is chaired by an independent director. At least one member of the committee has adequate knowledge and experience in financial matters or remuneration policies, to be assessed by the board of directors at the time of appointment. No director shall attend the remuneration committee meetings in which proposals are submitted regarding his/her remuneration.	X	8.2 Remuneration Committee
a) b) c) d) e) f)	27. The policy for the remuneration of executive directors and top management defines: a balance between the fixed component and the variable component that is appropriate and consistent with the company's strategic objectives and risk management policy, taking into account the characteristics of the company's business and the sector in which it operates, providing in any case that the variable component represents a significant part of the overall remuneration; maximum limits on the disbursement of variable components; performance targets, to which the payment of variable components is linked, predetermined, measurable and linked in significant part to a long -term horizon. They are consistent with the company's strategic targets and are designed to promote its sustainable success, including, where relevant, non -financial parameters; an adequate deferral period - with respect to the time of maturity - for the payment of a significant portion of the variable component, consistent with the characteristics of the business activity and the related risk profiles; contractual arrangements permitting the company to demand repayment, in whole or in part, of variable components of remuneration paid (or to withhold amounts subject to deferral), determined on the basis of data that later proved to be manifestly erroneous and other circumstances that may be identified by the company; clear and pre -determined rules for the possible payment of severance pay, which define the upper limit of the total sum payable by linking it to a certain amount or a certain number of years of remuneration. This indemnity is not paid if the termination is due to the achievement of objectively inadequate results.	X	8.1 Directors' Remuneration
28. Share	-based remuneration plans for executive directors and top management encourage alignment	X	8.1 Directors' Remuneration

with shareholder interests over a long -term horizon, with a predominant portion of the plan having an overall vesting period and retention period of at least five years.
29. The policy for the remuneration of non -executive directors provides for remuneration commensurate with the skills, professionalism and commitment required by the tasks assigned to them within the Board of Directors and board committees; such remuneration is not linked, except for an insignificant portion, to financial performance objectives.	X	8.1 Directors' Remuneration
30. The remuneration of the members of the control body provides for remuneration commensurate with the competence, professionalism and commitment required by the importance of the role covered and the size and sectoral characteristics of the company and its situation.	X	8.1 Directors' Remuneration
31. On the occasion of the termination of the office and/or termination of the relationship with an executive director or general manager, the board of directors shall disclose detailed information on the matter by means of a press release, disseminated to the market at the end of the internal processes leading to the award or recognition of any indemnity and/or other benefits: a) the allocation or recognition of indemnities and/or other benefits, the circumstances justifying their accrual (e.g. due to expiry of office, revocation of office or settlement agreement) and the deliberative procedures followed within the company for this purpose; b) the total amount of the indemnity and/or other benefits, their components (including non - monetary benefits, retention of rights connected to incentive plans, consideration for non - competition undertakings or any other remuneration awarded for any reason and in any form) and the timing of their payment (distinguishing the portion paid immediately from that subject to deferral mechanisms); c) the application of any claw -back or malus clause for part of the amount; d) compliance of the elements indicated in a), b) and c) above with what is indicated in the remuneration policy, with a clear indication of the reasons and deliberative procedures followed in the event of deviation, even partial, from the policy; e) information on the procedures that have been or will be followed to replace the resigning executive director or general manager.	X	8.1 Directors' Remuneration
Art. 6 - The internal audit and risk management system Principles XVIII. The internal control and risk management system comprises the set of rules, procedures and organisational structures aimed at the effective and efficient identification, measurement, management and monitoring of the main risks, in order to contribute to the sustainable success of	X	9.0 Internal control and risk management system - Control and Risk Committee
the company. XIX. The board of directors defines the guidelines of the internal control and risk management system in line with the company's strategies and annually assesses its adequacy and effectiveness.	X	9.0 Internal control and risk management system - Control and Risk Committee
XX. The board of directors defines the principles concerning the coordination and information flows	X	9.0 Internal control and risk management system -

between the various parties involved in the		Control and Risk Committee
internal control and risk management system in order to maximise its efficiency, reduce
duplication of activities and ensure effective performance of the tasks of the control body.
Recommendations	X	9.0
32. The organisation of the internal control and risk management system involves each within their respective competences:		Internal control and risk management system - Control and Risk Committee
a) the board of directors, which plays a role in guiding and assessing the adequacy of the		9.1 Chief Executive Officer 9.2
system; b) the chief executive officer, responsible for establishing and maintaining the internal control		Control, Risk and Sustainability Committee
and risk management system; c) the control and risk committee, established		9.3 Head of the Internal Audit Function
within the board of directors, with the task of supporting the board's assessments and decisions relating to the internal control and risk		9.4 Organisational Model pursuant to Legislative Decree 231/2001 9.5
management system and the approval of periodic financial and non -financial reports. In		Auditing company 9.6 Manager responsible
companies adopting the "one -tier" or "two -tier" corporate model, the functions of the control and risk committee may be assigned to the control		for the financial reporting of the company and other
body; d) the head of the internal audit function, in charge of verifying that the internal control and risk		company's roles and functions company
management system is functioning, adequate and consistent with the guidelines defined by the board of directors;		9.7 Coordination between parties involved in the internal control and risk management system
e) the other corporate functions involved in the controls (such as risk management and legal and non -compliance risk control functions),
articulated according to the size, sector, complexity and risk profile of the company; f) the control body, which supervises the
effectiveness of the internal control and risk management system.
33. The board of directors, with the support of the control and risk committee:	X	9.0 Internal control and risk management system -
a) defines the guidelines of the internal control and risk management system in line with the company's strategies and assesses, at least		Control and Risk Committee
once a year, the adequacy of the system in relation to the characteristics of the company and the risk profile assumed, as well as its
effectiveness; b) appoints and dismisses the head of the internal audit function, defining his/her remuneration in
line with company policies, and ensuring that he/she is provided with adequate resources to
perform his/her duties. If it is decided to entrust the internal audit function, as a whole or by
segments of operations, to an entity external to the company, it shall ensure that the entity has adequate requirements of professionalism,
independence and organisation and shall provide adequate justification for this choice in
the Corporate Governance Report; c) approves, at least once a year, the work plan
prepared by the head of the internal audit function, in consultation with the control body and the chief executive officer;
d) assesses whether measures should be taken to ensure the effectiveness and impartial
judgement of the other corporate functions mentioned in Recommendation 32, section e),
verifying that they are provided with adequate professionalism and resources;

e) f) g)	assigns the supervisory functions pursuant to Article 6, par. 1, section b) of Legislative Decree No. 231/2001 to the control body or to a specially constituted body. 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 control body 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; assesses, in consultation with the auditing body, the findings set out by the statutory auditor in the letter of suggestions, if any, and in the additional report addressed to the auditing body; describes, in the report on corporate governance, the main features of the internal control and risk management system and the methods of coordination between the parties involved in it, indicating the models and national and international best practices of reference, expresses its overall assessment of the adequacy of the system and explains the choices made regarding the composition of the supervisory body referred to in point e) above.

a) b) c) d)	34. The chief executive officer: identifies the main company risks, taking into account the characteristics of the activities performed by the company and its subsidiaries and periodically submits them to the board of directors; implements the guidelines defined by the board of directors, taking care of the design, implementation and management of the internal control and risk management system and constantly verifying its adequacy and effectiveness, as well as adapting it to the dynamics of the operating conditions and the legislative and regulatory landscape; may entrust the internal audit function to perform checks on specific operational areas and on compliance with internal rules and procedures in the execution of company transactions, simultaneously notifying the chairman of the board of directors, the chairman of the control and risk committee and the chairman of the control body; reports promptly to the control and risk committee on problems and critical issues that have occurred in carrying out its activities or of which it has otherwise become aware, so that the committee can take the appropriate initiatives.	X	9.1 Chief Executive Officer
non a)	35. The control and risk committee is composed only of -executive directors, the majority of whom are independent, and is chaired by an independent director. As a whole, the committee has adequate expertise in the field of activity in which the company operates to assess the relevant risks; at least one committee member has adequate knowledge and experience in accounting and finance or risk management. The control and risk committee assists the board of directors: assesses, after consulting the manager responsible for preparing the company's financial reports, the statutory auditor and the auditing body, the correct use of the accounting standards and, in the case of groups, their	X	9.2 Control, Risk and Sustainability Committee

	uniformity for the purposes of preparing the
	consolidated financial statements;
b)	assesses the suitability of the periodic financial
	and non -financial information to fairly represent
	the company's business model, strategies, the
	impact of its activities and the performance
	achieved, coordinating with the committee, if
	established, as specified in Recommendation 1,
	section a);
c)	examines the content of periodic non -financial
	information relevant to the internal control and
	risk management system;
d)	expresses opinions on specific aspects relating
	to the identification of the main corporate risks and supports the assessments and decisions of
	the board of directors relating to the
	management of risks arising from prejudicial
	events of which it becomes aware;
e)	examines periodic and particularly significant
	reports prepared by the internal audit function;
f)	monitors the autonomy, adequacy, efficacy and
	efficiency of the internal audit function;
g)	may ask the internal audit function to perform
	audits on specific operating areas, giving
	concurrent communication to the chairman of the
	control body;
h)	reports to the board of directors, at least on the
	occasion of the approval of the annual and half -
	yearly financial report, on the activities carried
	out and the adequacy of the internal control and
	risk management system.
	36. The head of the internal audit function is not	X	9.3
	responsible for any operational area and reports		Head of the Internal
			Audit Function

	hierarchically to the board of directors. He/she has
	direct access to all information useful for the performance of the task.
	The head of the internal audit function:
a)	verifies, both continuously and in relation to
	specific needs and in compliance with
	international standards, the operations and
	suitability of the internal audit and risk
	management system, through an audit plan
	approved by the Board of Directors, based on a
	structured process of analysis and prioritisation
	of the main risks;
b)	prepares periodic reports containing adequate
	information on its activities, on the methods of
	risk management and on compliance with the
	plans defined for their containment. The periodic
	reports contain an assessment of the suitability
	of the internal control and risk management
	system;
c)	also, at the request of the control body, prepares
	timely reports on events of particular
	significance;
d)	forwards the reports referred to in sections b) and
	c) to the chairmen of the control board, of the
	audit and risk committee and the board of directors, as well as to the chief executive officer,
	unless the subject of such reports specifically
	concerns the activities of those persons;
e)	verifies, as part of the audit plan, the reliability of
	information systems including accounting
	systems.

	37. A member of the control body who, on his/her own	X	9.0 Internal control and risk
	behalf or on behalf of third parties, has an interest in		management system -
	a certain transaction of the company shall promptly and fully inform the other members of the same body		Control and Risk Committee

and the chairman of the board of directors of the nature, terms, origin and extent of his/her interest. The control body and the control and risk committee exchange information relevant to the performance of their respective tasks in a timely manner. The chairman of the control body, or another member designated by him/her, takes part in the work of the control and risk committee.		Composition and functioning (pursuant to article 123-bis, paragraph 2, letter d) and d-bis), CFA) – managing interest
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AI Terminal

Maire Tecnimont

4221_rns_2025-03-22_87047bc4-0dc5-44c1-ab72-c4a5249f6419.pdf

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE FY 2024

Approved by the Board of Directors on 4 March 2025

CONTENTS

GLOSSARY

1 ISSUER'S PROFILE

2 INFORMATION ON OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, CFA) AS OF 31/12/2024

a) Share capital structure (pursuant to Art. 123-bis, paragraph 1, letter a) CFA)

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

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

d) Stocks granting special rights (pursuant to Art. 123-bis, paragraph 1, letter d) CFA)

e) Employee stock ownership: mechanism for exercising voting rights (ex art. 123 bis, paragraph 1, lett. e) CFA)

f) Restrictions on voting rights (ex art. 123-bis, paragraph 1, lett. f) CFA)

g) Shareholders' agreements (ex art. 123-bis, paragraph 1, lett. g) CFA)

h) Change of control clauses (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)

i) Powers to increase the share capital and authorize the purchase of treasury shares (pursuant to art. 123-bis, paragraph 1, letter m) of the CFA)

j) Direction and co-ordination activities (pursuant to art. 2497 and the following of the Italian Civil Code)

3 COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), CFA)

4 BOARD OF DIRECTORS

4.1 ROLE OF THE BOARD OF DIRECTORS

4.2 APPOINTMENT AND REPLACEMENT OF DIRECTORS (pursuant to Article 123-bis, paragraph 1, letter l), CFA)

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

Diversity criteria and policies in Board composition and corporate organisation

Maximum number of offices held in other companies

4.4 OPERATION OF THE BOARD OF DIRECTORS (pursuant to article 123-bis, paragraph 2, letter d) of the CFA

4.5 ROLE OF THE CHAIRMAN

Board Secretary

4.6 EXECUTIVE DIRECTORS

Chief Executive Officers

Chairman of the Board of Directors

Executive Committee

Disclosure to the Board

Other executive directors

4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR

Independent Directors

Lead Independent Director

5 MANAGEMENT OF CORPORATE INFORMATION

6 INTERNAL BOARD COMMITTEES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D), CFA)

7 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS COMMITTEE

7.1 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS

Board Review

Succession plans

7.2 NOMINATING COMMITTEE

8 REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE

8.1 DIRECTORS' REMUNERATION

General remuneration policy

Remuneration of Executive Directors

Share-based remuneration plans.

Accrual and payment of remuneration

Indemnity to Directors in the case of resignation, dismissal or employment termination, following to a take-over bid (pursuant to article 123 -bis, paragraph 1, letter i), CFA)

8.2 REMUNERATION COMMITTEE

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

Functions of the Remuneration Committee

9 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISKS COMMITTEE

9.1 CHIEF EXECUTIVE OFFICER

9.2 CONTROL, RISK AND SUSTAINABILITY COMMITTEE

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

Functions attributed to the Control, Risk and Sustainability Committee

9.3 HEAD OF THE GROUP INTERNAL AUDIT FUNCTION

9.4 ORGANISATIONAL MODEL pursuant to Legislative Decree 231/2001

9.5 INDEPENDENT AUDITING FIRM

9.6 MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL REPORTS AND OTHER COMPANY'S ROLES AND FUNCTIONS

9.7 COORDINATION BETWEEN STAKEHOLDERS INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

10 DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS

11 BOARD OF STATUTORY AUDITORS

11.1 APPOINTMENT AND REPLACEMENT

11.2 MEMBERS AND FUNCTIONING (pursuant to article 123-bis, paragraph 2, letters d) and d-bis), CFA)

Diversity policies and criteria

Independence

Remuneration

Interest management

11.3 ROLE

12 RELATIONS WITH SHAREHOLDERS AND OTHER KEY STAKEHOLDERS

13 SHAREHOLDERS' MEETINGS

14 FURTHER CORPORATE GOVERNANCE PRACTICES (PURSUANT TO ART. 123-BIS, PARAGRAPH 2, LETTER A), CFA)

15 CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR OF REFERENCE

16 CONSIDERATIONS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

TABLES