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 3 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 No. 3 on the Agenda

1. Adoption of the “Management By Objectives 2026 Plan for selected Top Managers of MAIRE Group”, pursuant to Article 114-bis of Legislative Decree No. 58/1998; related and consequent resolutions.

Dear Shareholders,

The Board of Directors of MAIRE S.p.A. ("MAIRE" or also the "Company") has called you to attend an Ordinary Shareholders' Meeting on April 15, 2026, on first call, and on April 16, 2026, on second call, to submit for your approval, pursuant to Article 114-bis of Legislative Decree no. 58/1998, as amended and supplemented (the "CFA"), the adoption of a short-term incentive plan for the year 2026 referred to as the "Management By Objectives 2026 Plan for selected Top Managers of MAIRE Group" (the "MBO Plan"), which provides for the award of a monetary component (the "Bonus") and a component based on the assignment free of charge, of rights (the "Rights") to receive, also free of charge, ordinary Shares of the Company, at a ratio of no. 1 (one) Share, with regular dividend rights, for each 1 (one) accrued Right, all subject to the achievement of certain performance indicators and the fulfilment of the conditions set forth in the MBO Plan.

The request to establish the MBO Plan – which is addressed to certain selected Top Managers of the MAIRE Group companies who may also serve as members of the Board of Directors or Management Board of those companies – serves the following purposes:

• ensure increased alignment of management's interests with the pursuit of the sustainable success of the Company and the MAIRE Group, through long-term value creation for Shareholders and Stakeholders;
• maintain the alignment of the Group's most critical profiles with corporate objectives;
• ensure continuity in engagement and retention of the MBO Plan's beneficiaries (the "Beneficiaries") in the long term, while preserving market competitiveness of remuneration;
• maintain consistency of incentive systems with the Company's strategic evolution.

More specifically, the MBO Plan includes the payment of a monetary Bonus whose vesting is linked to the achievement of specific annual performance objectives (the "Performance Objectives") measured over the period from January 1, 2026 to December 31, 2026, which will be based on parameters such as cash flow, EBITDA, ESG targets and individual objectives.

The Bonus will be paid as follows:

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MAIRE

i) for a first portion equal to 60%, following the Shareholders' Meeting called to approve the Statutory Financial Statements and to acknowledge the consolidated financial statements of the Group as at December 31, 2026;

ii) the remaining 40% will be paid in 4 equal annual instalments (and therefore each equal to 10% of the accrued Bonus) over a total period of 48 months starting from the date of payment of the first portion of the Bonus sub i) (the "Deferral Period") after 12, 24, 36 and 48 months from the date of payment of the first portion of the Bonus, respectively, provided that the following conditions (together the "Payment Conditions") are met:

(a) the permanence of the employment and/or collaboration relationship (or, in any event, the equivalent relationship pursuant to the laws and regulations applicable from time to time) existing between the Beneficiary and the Company or one of its subsidiaries in accordance with Article 93 of the Consolidated Law on Finance (the "Relationship") on the date of disbursement of the relevant portion, as defined in the MBO Plan;

(b) the fulfilment of certain parameters of an balance-sheet nature to be verified at the date of disbursement of the relevant portion, as indicated in the MBO Plan.

Only if the Performance Objectives are achieved overall at a level of at least 110%, the Rights to receive ordinary Shares will be awarded in an amount equal to 25% of the Bonus at the target level. The number of Rights to be awarded to each Beneficiary will be determined on the basis of such value and a predetermined Share price.

The Rights granted will accrue at the end of a period of 48 months from the Award of the Rights (the "Vesting Period") provided that the following conditions (the "Granting Conditions") are met:

i) the permanence of the Relationship at the end of the Vesting Period;

ii) the fulfilment of certain balance-sheet and operating cash generation parameters to be verified at the end of the Vesting Period, in accordance with the MBO Plan.

The Shares, once the relevant Rights have accrued, will be granted during 2031, therefore after the Shareholders' Meeting called to approve the statutory financial statements and acknowledge the consolidated financial statements as at December 31, 2030.

The detailed identification of Performance Objectives, Payment Conditions of deferred Bonus portions and Granting Conditions shall be carried out by the Board of Directors, or by the person(s) delegated for this purpose, upon the proposal of the Remuneration Committee, following the approval of the MBO Plan by the Shareholders' Meeting.

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MAIRE

The Plan does not impose any restrictions on the transferability of the Shares granted to the Beneficiaries.

MAIRE ordinary treasury Shares will be used to service the Plan, subject to the authorization pursuant to Article 2357 of the Civil Code (and on the authorization of the provision pursuant to Article 2357-ter of the Civil Code) granted from time to time by the Shareholders' Meeting of the Company. The maximum number of Shares that can be granted under the MBO Plan will be established by the Board of Directors, upon the proposal of the Remuneration Committee and, if necessary, after consulting the Related Parties Committee and the Board of Statutory Auditors as appropriate, during the implementation of the MBO Plan itself. As of the date of this Report, it is expected that this number will not exceed 100,000 MAIRE Shares, the maximum number of securities to be made available for the MBO Plan, representing 0.03% of the currently outstanding Shares.

With regard to the equity-based part, the MBO Plan regulation shall contain specific rules in relation to the fate of the Rights due to the Beneficiaries in the event of termination of the relevant Relationship due to the hypothesis of "bad leaver" or a "good leaver" as indicated in the 2026 Remuneration Policy.

It should be noted that the reasons underlying the proposed adoption of the MBO Plan, as well as its elements, are in line with the Company's Annual Remuneration Policy for the year 2026 submitted to the binding vote of the next Shareholders' Meeting as item 2 on the agenda of the ordinary agenda.

For information on the fundamental characteristics of the MBO Plan – and in particular, by way of example, on the Beneficiaries of the MBO Plan, the methods and clauses for implementing the MBO Plan itself, including performance indicators – please refer to the Information Document attached to this Report and prepared in accordance with Article 84-bis of Consob Regulation no. 11971/1999, as subsequently amended and supplemented, in accordance with the guidelines contained in scheme no. 7 of Annex 3A to the Regulation itself, made available to the public, together with this Report, at the registered office in Rome and at the operational headquarters in Milan, on the Company's website (www.groupmaire.com, Section "Governance" - "Shareholders' Meeting Documents"), as well as on the authorised storage mechanism ().

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In light of the above, you are therefore asked to kindly take the following resolutions:

"The Ordinary Shareholders' Meeting of MAIRE S.p.A., having reviewed and approved Explanatory Report of the Board of Directors, drafted pursuant to Article 114-bis and 125-ter of the Issuers' Regulation, to which reference should be made, MAIRE S.p.A. Ordinary

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MAIRE

Shareholders' Meeting, having acknowledged the proposal of the Remuneration Committee and the favourable opinion of the Board of Statutory Auditors also pursuant to Article 2389 of the Italian Civil Code, having regard to Article 114-bis of the CFA and the regulatory provisions issued by Consob,

resolves

• to approve, pursuant to Article 114-bis of Legislative Decree no. 58/1998, the establishment of a new incentive plan called “MBO 2026 Incentive Plan for selected top managers of the MAIRE Group” with the characteristics (including conditions and requirements for implementation) described in the Information Document attached to the Explanatory Report of the Board of Directors, giving the Board itself the mandate to adopt the relevant regulations;

• to grant the Board of Directors, with express power of sub-delegation - it being understood that any decision relating and/or pertaining to the management and/or implementation of the MBO Plan with respect to the beneficiary who is a director of the Company shall remain under the exclusive competence of the Board of Directors - any and all powers necessary or appropriate, after having heard the Remuneration Committee, the Related-Parties Committee and the Board of Statutory Auditors within its competence, where necessary, to fully and completely implement the Plan, including, by way of example but not limited to: (i) identifying by name the Beneficiaries; (ii) defining the detailed mechanism for determining the number of Rights to be awarded free of charge to each Beneficiary; (iii) determining in detail the Performance Objectives, the Payment Conditions of the deferred portion of the Bonus and the Granting Conditions of the Plan, (iv) determining in detail the terms and conditions for the accrual of the Rights and the Grant of Shares to the Beneficiaries, preparing the Rules and the related implementation documentation, taking into account - if applicable - the local regulations applicable to the Relationship of certain Beneficiaries; (v) implementing any act, formality or communication needed or appropriate for the management and/or implementation of the Plan, in accordance with the terms and conditions described in this Information Document. It is understood that the Rules and any amendments and/or additions thereto are in any case the responsibility of the Board of Directors acting as a collegiate body."

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Rome, March 4, 2026

On behalf of the Board of Directors

The Chairman

(Fabrizio Di Amato)