Maire Tecnimont — Proxy Solicitation & Information Statement 2026

Mar 16, 2026

MAIRE

INFO QUOTAS NON

EXPLANATORY REPORT BY THE BOARD OF DIRECTORS OF MAIRE S.P.A. ON THE PROPOSALS CONCERNING ITEM 1 ON THE AGENDA OF THE ORDINARY SHAREHOLDERS' MEETING OF MAIRE S.P.A. CONVENED FOR APRIL 15, 2026, ON FIRST CALL, AND APRIL 16, 2026, ON SECOND CALL.

MAIRE - Joint Stock Company

Registered office: Viale Castello della Magliana, 27, Rome

Operating office: Via Gaetano De Castillia, 6A, Milan

Share capital Euro 19,920,679.32 fully subscribed and paid in

Tax Code, VAT Number and registration number in the Rome Companies Register 07673571001

Econ. & Admin. Index (REA) no. 1048169

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MAIRE

Item 1 of the Agenda

1. Financial Statements at December 31, 2025; proposal on the allocation of the year's result and dividend distribution

1.1. Company Financial Statements at December 31, 2025, Consolidated Financial Statements at December 31, 2025, Directors' Report, Report by the Board of Statutory Auditors and Independent Auditors' Report; related and consequent resolutions

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

Dear Shareholders,

The Board of Directors of MAIRE S.p.A. ("MAIRE" or the "Company") has convened you in the ordinary Shareholders' Meeting for April 15, 2026 on first call, and for April 16, 2026 on second call, in order to resolve, inter alia, on the following items:

1.1. Company Financial Statements at December 31, 2025, Consolidated Financial Statements at December 31, 2025, Directors' Report, Report by the Board of Statutory Auditors and Independent Auditors' Report; related and consequent resolutions

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

This Report illustrates:

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

The Annual Financial Report as at December 31, 2025 - containing the Sustainability Report of the MAIRE Group as at December 31, 2025, prepared in accordance with Italian Legislative Decree No. 125 of September 6, 2024 implementing Directive 2022/2464/EU (so called "Corporate Sustainability Directive") ("the Sustainability Report") together with the other documents pursuant to Article 154-ter of Legislative Decree No. 58 of February 24, 1998 ("CFA"), will be made available to the public, in accordance with the law, at the Company's registered office in Rome and its operating office in Milan, on the Company's website www.groupmaire.com (section "Governance" – "Shareholders' Meeting Documents"), on the authorized storage device ().

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MAIRE

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Section I

Explanatory Report on item 1.1 on the agenda

1.1 Company Financial Statements as at December 31, 2025, Consolidated Financial Statements as at December 31, 2025, Directors' Report, Report by the Board of Statutory Auditors and Independent Auditors' Report; related and consequent resolutions

The Board of Directors of the Company has convened you in the ordinary Shareholders' Meeting at which MAIRE's Financial Statements as at December 31, 2025 will be submitted for approval.

On March 4, 2026, the Company's Board of Directors approved the draft financial statements for financial year 2025, which closed with a net profit for the year of EUR 170,248,895.78. In this regard, kindly refer to the section of the Report on Operations prepared and approved by the Board of Directors, made available to the Shareholders according to the terms and conditions set forth by the law which includes the Sustainability Report.

On the same date, the Board of Directors also approved MAIRE Group Consolidated Financial Statements at December 31, 2025.

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

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

• having acknowledged the Report on Operations of the Board of Directors, which includes the Sustainability Report of the MAIRE Group as at December 31, 2025, prepared in accordance with Legislative Decree No. 125 of September 6, 2024 implementing Directive 2022/2464/EU (the Corporate Sustainability Reporting Directive);
• having acknowledged the Consolidated Financial Statements of the MAIRE Group as at December 31, 2025;
• having noted the Reports of the Board of Statutory Auditors and the Independent Auditors on the Financial Statements of MAIRE S.p.A. as at December 31, 2025

resolves

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MAIRE

to approve the Financial Statements of MAIRE S.p.A. as at December 31, 2025, which close with a net profit for the year of Euro 170,248,895.78, consisting of the income statement, the comprehensive income statement, the statement of financial position, the statement of changes in shareholders' equity, the cash flow statement and the explanatory notes, as presented by the Board of Directors, as a whole, in the individual entries and with the proposed allocations".

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Section II

Explanatory Report on item 1.2 on the agenda

1.2 Proposal on the allocation of the operating result and dividend distribution; related and consequent resolutions

On March 4, 2026, the Company's Board of Directors, taking into account the fact that the legal reserve has reached one-fifth of the share capital pursuant to art. 2430 of the Italian Civil Code, resolved to propose that the General Meeting allocate net profit for the year, amounting to Euro 170,248,895.78, to the shareholders as a dividend.

In addition, considering that the "Retained Earnings Reserve" for a total amount of Euro 39,278,889.15, to be regarded as fully attributable to retained earnings formed in the year ended December 31, 2024, we propose to distribute a dividend of Euro $0.585^{1}$ per share, gross of withholding taxes, for each of the no. 320,688,272 ordinary shares outstanding and entitled to a dividend, and therefore for a total of Euro 187,602,639.12, of which Euro 17,353,743.34 out of the "Retained Earnings Reserve" and Euro 170,248,895.78 out of the 2025 financial year profit.

The Company's Board of Directors also proposed:

• to pay the above dividend on April 22, 2026 (payment date), with an ex-dividend date of April 20, 2026 (ex date). Pursuant to art. 83-terdecies of the CFA, the entitlement to the payment of the dividend is determined with reference to the evidence in the

1 The proposed dividend of Euro 0.585 per share takes into account the 7,952,160 treasury shares held in portfolio by MAIRE as at March 4, 2026, the date of approval by the Company's Board of Directors of the proposals set out in this Explanatory Report. In this regard, it should be noted that, while the amount of dividend per share remains unchanged, the total amount of the dividend may vary depending on the number of treasury shares held by the Company on the ex-dividend date (ex-date), with a consequent increase or decrease in the amount to be allocated to "retained earnings".

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MAIRE

intermediary accounts referred to in art. 83 quater, paragraph 3 of the CFA, at the end of the accounting day of April 21, 2026 (record date), and

• in the event that, before the aforementioned ex-dividend date, the Company carries out transactions involving the purchase and sale of treasury shares, to authorise the Chief Executive Officer to allocate to and/or take from the "Retained Earnings Reserve" the amount of the dividend to which these shares are entitled.

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

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

resolves

• to allocate the net profit for the year of Euro 170,248,895.78 to the shareholders as a dividend;
• considering that the "Retained Earnings Reserve" for a total amount of Euro 39,278,889.15 fully attributable to retained earnings formed in the year ended December 31, 2024, to distribute a dividend of Euro 0.585 per share, gross of withholding taxes, for each of the 320,688,272 outstanding ordinary shares and entitled to a dividend, and therefore for a total of Euro 187,602,639.12, of which Euro 17,353,743.34 out of the "Retained Earnings Reserve" and Euro 170,248,895.78 out of the 2025 financial year profit;
• to pay the above dividend on April 22, 2026 (payment date), with an ex-dividend date of April 20, 2026 (ex date). The shareholders of MAIRE S.p.A. will be entitled to a dividend at the end of the accounting day of April 21, 2026 (record date), and
• in the event that, before the above-mentioned ex-dividend date, MAIRE S.p.A. carries out transactions involving the purchase and sale of treasury shares, to authorise the Chief Executive Officer to allocate to and/or withdraw from the "Retained Earnings Reserve" the amount of the dividend to which these shares are entitled".

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Rome, March 4, 2026

On behalf of the Board of Directors

The Chairman

(Fabrizio Di Amato)