Maire Tecnimont

Proxy Solicitation & Information Statement • Dec 30, 2024

To MAIRE S.p.A.

Via Gaetano De Castilla 6A 20124 MILAN (MI)

For the attention of the Group Corporate Affairs and Governance Function

[by registered mail with return receipt requested, sent in advance by email to: segreteria.ufficiosocietariocompliance@groupmaire.com]

alternatively

[Via certified Email [PEC] to: corporatesecretary@pec.mairetecnimont.it]

[to be sent no later than 14 January 2025]

_________________________________

Re: Withdrawal Declaration pursuant to Article 2437-bis of the Italian Civil Code (the ' Withdrawal Declaration')

		[in the case of a natural person]
		The undersigned______________
		born on ___ at __ T.I.N. ______
		domiciled at ___ in _______
		telephone No. _____ e-mail address
	_________
		[in the case of a legal entity]
The undersigned		_________
		born ___ at __ T.I.N._______
		as legal representative of the company __________
	with registered office in __ (), street ______No.______
		tax code/VAT no. ___, registered at _______
of the Companies' Register	at	_____________
		telephone No. _____ e-mail address

Hereby acknowledges:

• with a resolution of the extraordinary Shareholders' Meeting of MAIRE S.p.A. ("MAIRE"), held on 19 December 2024 (the "Shareholders' Meeting") and recorded in the Companies' Register of Rome on 30 December 2024, the proposal of the enhancement of the increased voting rights system adopted by MAIRE, and the corresponding amendment to the By-Laws, were approved (the "Resolution");
• MAIRE's Shareholders who did not participate in the approval of the Resolution (i.e., those who were absent, abstained, or dissented) are entitled to exercise their right of withdrawal pursuant to Article 2437 of the Italian Civil Code by submitting this Withdrawal Declaration;
• this Withdrawal Declaration must be sent no later than the fifteenth calendar day from the date of the registration of the Resolution in the Companies' Register and, therefore, no later than 14 January 2025 (the "Exercise Period"). For this purpose, the date of the postmark will be considered valid, or, in the case of submission via PEC, the receipt of acceptance and delivery will serve as the equivalent of the postmark date;

declares:

• not to have: (please tick the relevant box)

□ participated in the Shareholders' Meeting1 ;

□ participated in the approval of the Resolution despite having attended the Shareholders' Meeting (and, therefore, having voted against the proposed resolution or abstained from voting);

__________________________________________________________________________

• to exercise withdrawal for No. ______________ MAIRE shares (the "Shares"), registered in the securities account No. _________________________________ with the intermediary ________________________________________ Ag. No. _________________ in__________________ street/square

(the "Intermediary");

• the undersigned confirms being fully informed of all the details regarding the exercise of the right of withdrawal as outlined in the notice to shareholders published by MAIRE on 30 December 2024 on the Company's website www.groupmaire.com (section "Governance" - "Shareholders' Meeting Documents") and, in particular, acknowledges that the liquidation value is set at Euro 7.385 for each Share subject to withdrawal;
• The undersigned has requested the Intermediary, with whom the Shares are deposited, to issue the communication (the "Communication") stating:

¹ For the purposes of exercising the right of withdrawal, any person in whose favour the registration of the Shares (as defined above) was made after the record date (date as specified in Article 83-sexies, paragraph 2, of Legislative Decree No. 58/1998, corresponding to 10 December 2024) and prior to the commencement of the Shareholders' Meeting shall also be deemed not to have participated in the approval of the Resolution.

• (i) uninterrupted ownership of the Shares from before the opening of the Meeting (at 9:35 CEST on 19 December 2024) until the time of the issue of the Communication;
• (ii) the absence of a pledge or other lien on the Shares² ;

and requests

that MAIRE, upon verifying the legitimacy and correctness of this Withdrawal Declaration and upon receipt of the Communication, shall reimburse the Shares in accordance with the provisions of Article 2437-quater of the Italian Civil Code, making the corresponding amount available through the Intermediary, in compliance with the terms and conditions prescribed by law, the documentation related to the Resolution made public, and the resolutions of the Shareholders' Meeting;

the undersigned further declares being aware that:

• 1. in accordance with the provisions of Article 2437-bis of the Italian Civil Code and the applicable pro tempore regulatory provisions, following the issuance of the Communication, the Intermediary shall render the Shares unavailable until the conclusion of the liquidation proceeding;
• 1. The undersigned is responsible for ensuring the completeness and accuracy of the information provided in this Withdrawal Declaration and for ensuring that the Intermediary promptly transmits the Communication to MAIRE;
• 1. A Withdrawal Declaration submitted after the expiration of the Exercise Period, or not in the prescribed manner, or missing the required information, or not duly accompanied by the Communication within the specified timeframe, shall be deemed invalid and the right of withdrawal will not be considered validly exercised;
• 1. The completion of the liquidation proceeding is subject to the continued effectiveness of the Resolution, which, in turn, is conditional upon the non-fulfilment (or waiver, as applicable) of the termination condition outlined in the Resolution.

Yours faithfully,

Location: __________________

Date: ___________________

Signature: __________________

² If the Shares are subject to a pledge or any other encumbrance in favour of a third party, an attestation by the pledgee or by the person in whose favour such encumbrance is placed must be attached to this Withdrawal Declaration. This attestation must include the pledgee's irrevocable and unconditional consent to the release of the Shares from the pledge and/or encumbrance and to the liquidation of the shares object of withdrawal in accordance with the instructions of the withdrawing Shareholder.

POLICY REGARDING THE PROCESSING OF PERSONAL DATA PURSUANT TO ART. 13 OF EU REGULATION 2016/679 (GDPR) AND NATIONAL LEGISLATION ON PRIVACY

DATA CONTROLLER	MAIRE S.p.A. ("Company" o il "Controller").
DATA PROTECTION OFFICER	The contact details of the DPO are available on the website of MAIRE S.p.A

PERSONAL DATA PROCESSED

Data contained in the Withdrawal Declaration

SOURCE OF DATA AND CATEGORIES OF DATA COLLECTED AT THIRD PARTIES

Data are collected from the data subject (therefore directly provided by you).

	PROCESSING PURPOSES		LEGAL PROCESSING	BASES	OF		DATA RETENTION PERIOD
Allow the exercise of the right of withdrawal of the data subject, in accordance with the procedures and as specified in the Withdrawal Declaration		Execution of the contract.		For the period required by law.
To comply with obligations under the law, regulations or EU legislation.		Need to fulfil a legal obligation to which the Company is subject		For the period required by law.
If necessary, to ascertain, exercise and/or defend the rights of the Company in front of the court.		Legitimate interest (defence in front of the court)		In the case of judicial litigation, for the entire duration of the same, until the exhaustion of the terms of practicability of appeals.
Once the retention terms indicated above have elapsed, the Data will be destroyed or made anonymous.

DATA SUPPLY

The provision of data is mandatory. Refusal to provide data does not allow, therefore, the exercise of the right of withdrawal.

CATEGORIES OF DATA RECIPIENTS
The data may be disclosed (in particular, some personal data may be disclosed to the financial market, in
accordance with applicable law and CONSOB regulations) or communicated to specific subjects in compliance
with a legal obligation, regulation or Community legislation, or on the basis of provisions issued by Authorities or by supervisory and control bodies (including, for example, Directors, Auditors, Audit Companies).
The data may be communicated to external entities acting as data controllers, including but not limited to,
auditing companies and independent professionals (law firms and accountants), insurance, authorities and
supervisory and control bodies and in public or private entities entitled to request data.
The data may be processed, on behalf of the controller, by external parties designated as processors, which
carry out specific activities on behalf of the controller.
PARTIES AUTHORIZED FOR PROCESSING
The data may be processed by employees and collaborators of the Company, belonging to the Company
Departments responsible for the pursuit of the aforementioned purposes that have been expressly authorized
for processing and have received adequate operating instructions.
RIGHTS OF DATA SUBJECT - COMPLAINTS TO THE CONTROL AUTHORITY

By contacting the Group Corporate Affairs, Governance, Ethics & Compliance Department via e-mail privacy@groupmaire.com, the data subject may may request the controller to provide access to the data concerning them, correct inaccurate data, integrate incomplete data, delete data and limit the processing in

	the cases indicated in art. 18 of the GDPR3 , where applicable; they may also oppose the processing of all or part of the data required for the pursuit of the controller's legitimate interest, at any time.
		Furthermore, if processing is based on consent or on the contract and is carried out using automated tools, the data subject shall have the right to receive the Data in a structured and commonly used format that can be read on automatic devices, and, if technically feasible, to send them to another controller without impediments.
		Data subjects are entitled to lodge a complaint with the competent supervisory authority.

³ The right to limitation of the processing consists in the temporary submission of the data to the storage operation only, in the following cases provided for by art. 18 GDPR:

a) the accuracy of the personal data is contested by the data subject, for a period enabling the controller to verify the accuracy of the personal data;

b) the processing is unlawful and the data subject opposes the erasure of the personal data and requests the restriction of their use instead;

c) the controller no longer needs the personal data for the purposes of the processing, but they are required by the data subject for the establishment, exercise or defence of legal claims;

d) the data subject has objected to processing pursuant to Article 21(1) pending the verification whether the legitimate grounds of the controller override those of the data subject.