Maire Tecnimont — Proxy Solicitation & Information Statement 2019

Apr 4, 2020

MAIRE TECNIMONT S.P.A. Registered office: Rome, Viale Castello della Magliana, 27 Operative office: Milan, Via Gaetano De Castillia, 6A Share capital Euro 19,920,679.32 fully subscribed and paid-in TAX ID VAT and registration Rome Companies Register 07673571001 R.E.A. (Economic Administrative Index) 1048169

EXPLANATORY REPORT BY THE BOARD OF DIRECTORS OF MAIRE TECNIMONT S.P.A. ON THE PROPOSALS CONCERNING ITEM 1 ON THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING OF MAIRE TECNIMONT S.P.A. CONVENED FOR 16 APRIL 2020, ON FIRST CALL, AND FOR 17 APRIL 2020, ON SECOND CALL.

Notice: this Report, approved by the Board of Directors on 1 April 2020, is an update of the Report published on 17 March 2020, limited to the dividend payment dates

Item 1 of the Agenda – Company Financial Statements at 31 December 2019, Consolidated Financial Statements at 31 December 2019, Directors' Report, Report by the Board of Statutory Auditors and Independent Auditors' Report. Resolutions regarding the allocation of the year's profit and the dividend distribution.

Dear Shareholders,

The Board of Directors of Maire Tecnimont S.p.A. ("Maire Tecnimont" or the "Company") has convened an ordinary Shareholders' Meeting for 16 April 2020 on first call, and for 17 April 2020 on second call, in order to submit for your approval the draft Financial Statements at 31 December 2019.

The 2019 Financial Statements ended with a net profit of Euro 30,727,467.52. In this regard, kindly refer to the section of the Report on Operations prepared by the Board of Directors made available to the Shareholders in accordance with the law.

We propose to allocate the profit of the year, amounting to Euro 30,727,467.52 to the distribution of dividends to the Shareholders, by means of a dividend per share of Euro 0.0935.

No allocations/provisions for the legal reserve are foreseen, in consideration of the fact that the limit set out in art. 2430 of the Italian Civil Code has already been reached.

We also propose to use the available "Retained earnings" reserve for the distribution of dividends, in the amount of Euro 7,394,822.59¹ , corresponding to a dividend per share of Euro 0.0225, thus taking the total distributable dividends to Euro 38,122,290.11, i.e. Euro 0.116 ² per share. The Board of Directors shall also announce the Consolidated Financial Statements at 31 December 2019.

The amount of the proposed total dividends is one third of the consolidated net income at 31 December 2019. The Board of Directors considers that this allocation allows the recognition of adequate remuneration for the shareholders and enables us to continue in the path of capital strengthening, an essential factor to successfully operate and compete in the international markets.

The following proposal is therefore submitted for the allocation of the net profit of the year amounting to Euro 30,727,467,52 and for the use of the retained earnings of Euro 7,394,822.59, for a total amount of Euro 38,122,290.11, to be distributed to the Shareholders as a total ordinary dividend for each of the 328,640,432 ordinary shares with no par value existing to date and entitled to a dividend of Euro 0.116, before tax withholdings, to be paid in multiple tranches having single-date coupon detachment set for 20 April 2020 (ex date) and relevant single record date, pursuant to art. 83 terdecies of Italian Legislative Decree of 24 February 1998 no. 58, set for 21 April 2020, with following payment dates:

• as for Euro 0.0116 for each of the ordinary shares existing to date and entitled to the dividend and thus, in total, for Euro 3,812,229.01, in partial ready-made payment, from 22 April 2020;
• as for Euro 0.0348 for each of the ordinary shares existing to date and entitled to the dividend and thus, in total, for Euro 11,436,687.00 in payment, as a second tranche of deferred payment, from 30 September 2020, and
• as for Euro 0.0696 for each of the ordinary shares existing to date and entitled to the dividend and thus, in total, for Euro 22,873,374.10 in payment, as a third tranche of deferred payment, from 30 November 2020.

¹ To be considered as referring primarily to the profit quota of Euro 357,998.03 generated in 2018.

² It should be noted that, notwithstanding the amount of the dividend per share, the total amount of the dividends may change according to the number of treasury shares held in the Company's portfolio at the single-date coupon detachment, with a consequent increase or decrease of the amount to allocate to retained earnings.

* * * * *

Given the above, we are submitting for your approval the following resolution:

"Dear Shareholders,

We believe we have fully outlined the Financial Statements of the Company and we trust you will give your consent regarding the approach and criteria adopted in drawing up said Financial Statements for 2019, which we ask you to approve along with the proposal of allocating the entire profit recorded over the period of Euro 30,727,467.52 and using the retained earnings in the amount of Euro 7,394,822.59, for a total of Euro 38,122,290.11, to be distributed to the Shareholders as a total ordinary dividend for each of the 328,640,432 ordinary shares with no par value existing to date, and entitled to a dividend of Euro 0.116, before tax withholdings, to be paid in multiple tranches having single-date coupon detachment set for 20 April 2020 (ex date) and relevant single record date, pursuant to art. 83 terdecies of the Italian Legislative Decree 24 February 1998 no. 58, set for 21 April 2020, with the following payment dates:

• as for Euro 0.0116 for each of the ordinary shares existing to date and entitled to the dividend and thus, in total, for Euro 3,812,229.01, in partial ready-made payment, from 22 April 2020;
• as for Euro 0.0348 for each of the ordinary shares existing to date and entitled to the dividend and thus, in total, for Euro 11,436,687.00 in payment, as a second tranche of deferred payment, from 30 September 2020, and
• as for Euro 0.0696 for each of the ordinary shares existing to date and entitled to the dividend and thus, in total, for Euro 22,873,374.10 in payment, as a third tranche of deferred payment, from 30 November 2020.

We are also asking to severally authorise the Chairman of the Board of Directors and the CEO, should some sales transactions of treasury shares take place before the coupon detachment date, to allocate and/or withdraw from the retained earnings the amount of the ordinary dividend due on the basis of such shares."

Milan, 1 April 2020

On behalf of the Board of Directors The Chairman (Fabrizio Di Amato)