INFORMATION DOCUMENT

relating to the

LONG-TERM INCENTIVE PLAN

2020-2022

MAIRE TECNIMONT GROUP

drawn up pursuant to Article 84-bis of the Regulation adopted by CONSOB by Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented

11 March 2020

DEFINITIONS

Award	Means the award to each Beneficiary of the Rights to receive a specific number of Shares for free at the end of the Vesting Period and upon the achievement of the Performance Objectives.
Shareholders' Meeting	Means the meeting of the shareholders of the Compan Indica l'assemblea degli azionisti della Società. y.
Grant	Means the actual granting of the Shares awarded to each Beneficiary at the end of the Vesting Period based on the achievement of the Performance Objectives.
Share(s)	Means the ordinary share(s) of Maire Tecnimont S.p.A.
Beneficiary(ies)	Means the recipient(s) of the Plan, set out in paragraph 1 of this Information Document, as determined by the Board of Directors and/or by the person(s) delegate by the same.
Change of Control	Means any amendment in the current ownership structure of the Company resulting from any transaction that implies, even indirectly, the acquisition by an entity or a group of entities, acting in concert, of the control of the Company pursuant to Article 93 of the TUF (Consolidated Act on Financial Matters) including by way of example public tender offers and/or public exchange offers or other extraordinary transactions (such as, by way of example only and without limitation, mergers and demergers). For the purposes set out above, Change of Control shall also mean the completion of extraordinary transactions that – as a consequence of the transfer to third parties of one or more of the Subsidiaries and/or of businesses and/or lines of business of the Company and/or of the Subsidiaries, even indirectly and by means of one or more transactions even not connected among them – would result in a decrease in the Group consolidated turnover equal to at least 70%.
Remuneration Committee	Means the Remuneration Committee of the Company.
Conditions of Access	Means the annual performance conditions (2020-2021-2022) – on which the accrual of the annual portions of the Rights awarded pursuant to this Plan depends.
Board of Directors	Means the Board of Directors of the Company.
Top Manager	Means Managers carrying out activities that are particularly relevant for the Maire Tecnimont Group.
Rights	Means the rights awarded to the Beneficiaries to receive Shares for free at the end of the Vesting Period, based on the

	achievement of the Performance Objectives and on the conditions of implementation set out in the Rules.
Information Document	Means this information document drawn up pursuant to Article 84-bis, first paragraph, of the Issuers' Regulation.
Maire Tecnimont Group	Means, collectively, the Company and the Subsidiaries pursuant to Article 2359 of the Italian Civil Code.
Performance Objectives	Means the Performance Objectives of the Plan whose achievement shall determine the Grant of the Shares on the basis of this Information Document and as set out in the Rules.
Vesting Period	Means the three-year period to which reference shall be made to assess the achievement of the Performance Objectives.
Plan	Means the long-term incentive plan of the Maire Tecnimont Group for the three-year period 2020-2022, described in this Information Document, based on Shares of Maire Tecnimont S.p.A. and addressed to the Beneficiaries.
Bonus	Means the bonus resulting from the Plan that will be granted Shares, at the end of the Vesting Period, based on the achievement of the Performance Objectives and the conditions of implementation out in the Rules.
Relationship	Means the employment and/or collaboration and/or directorship relationship existing between the Beneficiary and the Company or one of the Subsidiaries.
Rules	Means the rules setting out the terms and conditions of implementation of the Plan, together with any amendments thereto, approved by the Board of Directors.
Issuers' Regulation	Means Consob Issuers' Regulation No. 11971, approved by resolution of 14 May 1999 as subsequently amended and supplemented.
Company	Means Maire Tecnimont S.p.A., with registered office in Viale Castello della Magliana 27 - 00148 Roma.
Subsidiaries	Means the Italian and/or foreign companies controlled by the Company pursuant to Article 93 of the TUF.
TUF	Means Legislative Decree no. 58 of 24 February 1998 as subsequently amended.

FOREWORD

This Information Document, drawn up pursuant to Article 84-bis and Scheme 7 of Annex 3A of the Issuers' Regulations, deals with the proposal for the adoption of the Plan approved by the Board of Directors of the Company.

On 11 March 2020, the Board of Directors of the Company approved, with the favourable opinion of the Remuneration Committee and after consulting the Board of Statutory Auditors, as per its competences, the proposal to submit to the Shareholders' Meeting the adoption, pursuant to Article 114-bis of the TUF, of the Plan that provides for the free Grant of Shares to the Beneficiaries on the terms and conditions described in this Information Document.

The Board of Directors of the Company that met on 11 March 2020 has convened the Shareholders' Meeting, which is required to resolve on the Plan, on 16 April 2020 on first call and, if necessary, on 17 April 2020 on second call.

It is specified that the Plan is to be considered of "particular relevance" pursuant to Article 84-bis, paragraph 2, letter a) and letter b) of the Issuers' Regulations, since it is addressed to the Chief Executive Officer of the Company and to some selected Top Managers of companies of the Maire Tecnimont Group.

This Information Document is available to the public, pursuant to Article 84-bis of the Issuers' Regulations, at the Company's registered office and operating headquarters, on the Company's website (www.mairetecnimont.com, "Governance" Section – "Shareholders' Meeting Documents" – "2020"), as well as on the authorized storage mechanism ().

1. RECIPIENTS

1.1. Indication of the names of the recipients who are members of the Board of Directors or of the management board of the issuer of financial instruments, of the companies controlling the issuer or of the companies directly or indirectly controlled by it.

The Plan is addressed to the Company's Chief Executive Officer and Chief Operating Officer, Pierroberto Folgiero, as well as to selected Top Managers of companies of the Maire Tecnimont Group. The indication of the names of the Beneficiaries, other than the Company's Chief Executive Officer and Chief Operating Officer and the other information required by paragraph 1 of Scheme 7 of Annex 3A to the Issuers' Regulations will be provided in accordance with the procedures set out in Article 84-bis, paragraph 5, letter a) of the aforesaid Issuers' Regulations, following the approval of the Plan by the Shareholders' Meeting and during the implementation of the Plan.

1.2. Indication of the employees or collaborators of the issuer of financial instruments and of its parent company or subsidiaries who are the beneficiaries of the Plan.

As mentioned in point 1.1., the Plan is reserved to the Chief Executive Officer and Chief Operating Officer of the Company, Pierroberto Folgiero, and certain selected Top Managers of companies of the Maire Tecnimont Group who have a Relationship with the Company or its Subsidiaries at the date of the Award of the Rights.

On the basis of the Plan Rules, the Beneficiaries will be individually named at the unquestionable discretion of the Board of Directors or of the person(s) delegated for this purpose by the Board of Directors.

1.3. Indication of the names of the beneficiaries of the Plan belonging to the groups indicated in point 1.3, letters a), b), c) of Annex 3A, Scheme 7, of the Issuers' Regulations.

The names of the Beneficiaries, other than the Company's Chief Executive Officer and Chief Operating Officer and any other information provided for in paragraph 1 of Scheme 7 of Annex 3A to the Issuers' Regulations will be provided subsequently, during the implementation of the Plan, in accordance with the procedures set out in Article 84-bis, paragraph 5, letter a) of the aforesaid Issuers' Regulations.

1.4. Description and number of the beneficiaries of the Plan, divided into the categories indicated in point 1.4, letters a), b), c) of Annex 3A, Scheme 7, of the Issuers' Regulations.

Beneficiaries, other than the Company's Chief Executive Officer and Chief Operating Officer of the Company, will be individually named by the Board of Directors or by the person(s) delegated for this purpose following the approval of the Plan by the Shareholders' Meeting.

Any other information required by paragraph 1 of Scheme 7 of Annex 3A to the Issuers' Regulations shall be provided in accordance with the procedures set out in Article 84-bis, paragraph 5, letter a) of the aforesaid Issuers' Regulations during the implementation of the Plan.

2. REASONS BEHIND THE ADOPTION OF THE PLAN

2.1. Objectives to be achieved through the Plan.

The Remuneration Policy of the Company meets the purposes of attraction and retention of those persons having the skills and professional qualities required by the position held in order to pursue the sustainable and long-term success of Maire Tecnimont Group, through the creation of a fair and sustainable reward system, in line with the regulatory framework and with Stakeholders' expectations. In such context, the long-term incentive Plan 2020-2022 is set up to pursue the following purposes:

a. assure the steadily increasing alignment of the interests of the management with the creation of sustainable and long-term value for Shareholders and Stakeholders;

b. keep the alignment of the Group's most critical profiles with the corporate objectives;
c. further support the retention of Beneficiaries in the long term, preserving the competitiveness of remuneration on the market.

2.1.1. More detailed information in consideration of the importance of the Plan.

The ratio between incentive rewards based on financial instruments and other components of the total remuneration has been established in line with market benchmarks, ensuring an adequate balance between the fixed component and the other monetary variable components. The time horizon on which the Plan is based has been determined in line with best practices and in consideration of the strategic objectives, the nature of the business and the related risk profiles, and provides for a three-year Vesting period and a subsequent 12/24-month lock-up period on a part of the Shares.

2.2. Key variables, including in the form of performance indicators considered for the purpose of granting plans based on financial instruments.

In order to strengthen the incentive power of the Plan, the actual Grant of the Shares will depend on the achievement of specific Conditions of Access measured annually and Performance Objectives measured at the end of the Vesting Period, linked to the growth of the value and long-term profitability that will be based on Net Income and/or Revenues parameters of the Maire Tecnimont Group.

The detailed identification of said Conditions of Access and Performance Objectives will be carried out by the Board of Directors, or by the person(s) delegated for this purpose, at the proposal of the Remuneration Committee, following the approval of the Plan by the Shareholders Meeting.

2.2.1. More detailed information in consideration of the importance of the Plan.

The incentive levels are defined in relation to the weight and strategic nature of the position held, as well as the other components of fixed and variable remuneration, in line with the principles of the Remuneration Policy submitted for approval to the Shareholders' Meeting convened in ordinary session on 16 April 2020 and, if necessary, on second call on 17 April 2020 and the market benchmarks. Finally, the three-year Vesting Period and the subsequent 12/24 months lock-up period on a part of the Shares make it possible to correlate the long-term remuneration with the strategic objectives of Maire Tecnimont Group. The equity-based nature of the Plan contributes to further strengthening the culture of business risk management by favouring the alignment of management's interests with those of the Shareholders and the Stakeholders.

2.3. Element underlying the determination of the amount of the remuneration based on financial instruments, or criteria for its determination.

The proposed Plan provides for the free Grant of the Shares of the Company at the end of the Vesting Period, corresponding to three years (2020, 2021 and 2022). Upon admission to the Plan, each of the Beneficiaries will be informed of the relevant number of Rights to receive Shares.

The number of Shares actually granted at the end of the Vesting Period will depend on the existence of the annual Conditions of Access and the level of achievement of the Performance Objectives, defined in consideration of the strategic objectives of the Maire Tecnimont Group for the three-year reference period (2020-2022).

2.4. Reasons behind any decision to grant remuneration plans based on financial instruments not issued by the issuer of financial instruments, such as financial instruments issued by subsidiaries, or parent companies or third-party entities with respect to the group to which they belong; if the aforesaid instruments are not traded on regulated markets, information on the criteria used to determine the value attributable to them.

Not Applicable.

2.5. Assessment of significant tax and accounting implications affecting the definition of the plan.

The drafting of the Plan was not influenced by significant fiscal or accounting assessments.

2.6. Possible support to the Plan by the Special Fund to encourage workers' participation in undertakings, referred to in Article 4(112) of Law No. 350 of 24 December 2003.

The Plan is not supported by the Special Fund to encourage workers' participation in undertakings, referred to in Article 4, paragraph 112, of Law No. 350 of 24 December 2003.

3. APPROVAL PROCEDURE AND TIMING OF THE AWARD OF INSTRUMENTS

3.1. Scope of powers and functions delegated by the Shareholders' Meeting to the Board of Directors to implement the Plan.

On 11 March 2020, at the proposal of the Remuneration Committee and after consulting the Board of Statutory Auditors, as per its competences, the Board of Directors resolved, pursuant to Article 114-bis of the TUF, to submit the Plan to the approval to the Shareholders' Meeting convened on 16 April 2020 on first call and, if necessary, on 17 April 2020 on second call.

The Shareholders' Meeting will be proposed to grant all necessary or appropriate powers to Maire Tecnimont's Board of Directors, with the express right to subdelegate, after consulting the Remuneration Committee and the Board of Statutory Auditors, as per their competences, in order to fully and completely implement the Plan, including, by way of example but not limited to: (i) individually naming the Beneficiaries other than the Chief Executive Officer and the Chief Operating Officer; (ii) defining the detailed mechanism to determine the number of Rights to be award for free to each Beneficiary; (iii) determining in detail the annual Conditions of Access and the Performance Objectives of the Plan, on the basis of which the Shares may be awarded to the Beneficiaries; (iv) determining in detail the terms and conditions of the Grant of Shares to the Beneficiaries; (v) carrying out any fulfilments, formalities or communications that are necessary or appropriate for the purposes of managing and/or implementing the Plan, in compliance with the terms and conditions described in this Information Document.

Information on the criteria to be adopted by the Board of Directors for the purposes of the decisions whereby the Plan will be implemented and the content of such decisions will be communicated in accordance with the procedures set out in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations or, in any case, in accordance with the laws and regulations applicable from time to time.

3.2. Persons responsible for the administration of the Plan, roles and responsibilities.

The Board of Directors of the Company, with the right to sub-delegate, will be responsible for the management of the Plan, with the support of the Remuneration Committee and the Board of Statutory Auditors, as per their competences, as well as, where necessary, with the collaboration of the company functions for the relevant activities.

3.3. Any existing procedures for reviewing the plans also in relation to changes in the basic objectives.

In order to keep the essential contents of the Plan as unchanged as possible, the Board of Directors, after consulting the Remuneration Committee and the Board of Statutory Auditors as per their competences, has the power to regulate the emerging Rights and/or to modify and/or supplement the conditions for the Grant of the Shares upon completion of certain transactions, including, by way of example, the splitting and grouping of the Share.

In the event of a Change of Control or discontinuity in the market trend of the Maire Tecnimont Share price, the rights acquired by the Beneficiaries, as will be defined in the Rules, will remain unaffected.

3.4. Description of the procedures to determine the availability and award of the financial instruments on which the plans are based.

The Plan provides for the Grant of Shares for free at the end of the Vesting Period, equal to three years (2020, 2021 and 2022), and on the achievement of pre-set Performance Objectives. The actual number of Shares that will be granted is also subject to the verification of the fulfilment of the Conditions of Access, measured at the end of each reference year. In fact, each year, each Beneficiary accrues a portion of the Rights equal to one third of the total number of Rights awarded, provided that the relevant Conditions of Access are met. The application of pro-rata temporis criteria is excluded in all cases, since the accrual of the annual number of Rights depends on the verification of the existence of the relevant Conditions of Access.

The treasury Shares held by the Company will be used to serve the Plan.

3.5. Role of each director in determining the characteristics of the plan; possible conflict of interest of the directors concerned

The guidelines of the Plan have been drawn up on the basis of a proposal made to the Board of Directors by the Remuneration Committee, after consulting the Board of Statutory Auditors as its competences, examined by the Board of Directors during the first quarter of 2020 and approved by the Board of Directors on 11 March 2020.

Since the Remuneration Committee is composed exclusively of non-executive Directors, there are no situations of conflict of interest in this respect because no non-executive Director is a recipient of the Plan.

3.6. For the purposes of the requirements of Article 84-bis, paragraph 1, the date of the decision taken by the body competent for proposing the approval of the plans to the Shareholders' Meeting and any proposal to the same from the Remuneration Committee

Following the analysis, in-depth study and evaluation of the basic terms of the proposed Plan carried out in the first quarter of 2020 by the Remuneration Committee, after consulting the Board of Statutory Auditors as per its competences, supported by the competent corporate functions, at the meeting held on 10 March 2020, the Remuneration Committee also unanimously expressed a favourable opinion on the proposal to approve the Plan by the Board of Directors of the Company.

On 11 March 2020, the Board of Directors unanimously approved the Plan and resolved to convene the Shareholders' Meeting on first call on 16 April 2020 and, if necessary, on second call on 17 April 2020 to submit to the same the approval of the aforesaid Plan.

3.7. For the purposes of the requirements of Article 84-bis, paragraph 5, letter a), the date of the decision taken by the competent body regarding the award of the instruments and of any proposal to the aforesaid body from the Remuneration Committee, if present.

The Rights provided for by the Plan will be awarded to the Beneficiaries by the Board of Directors or by the person(s) delegated for this purpose by the Board of Directors, after consulting the Remuneration Committee and the Board of Statutory Auditors as per their competences, following the approval of the Plan by the Shareholders' Meeting. The Shares will be awarded to the Beneficiaries, at the end of the Vesting Period, by the Board of Directors, after consulting the Remuneration Committee and the Board of Statutory Auditors, as per their competences, subject to verification of the level of achievement of the Performance Objectives.

The date of the decision adopted by the Board of Directors on the Grant of the Rights to receive Shares, the date of the Grant of the Shares and the date of the possible proposal by the Remuneration Committee are not available at the time this Information Document is drawn up and, therefore, will be communicated later, pursuant to Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations.

3.8. Market price, recorded on the aforementioned dates, for the financial instruments on which the plans are based, if traded on regulated markets.

On 11 March 2020, the day on which the Board of Directors met to define the proposal regarding the Plan to be submitted to the Shareholders' Meeting, the official closing price of Maire Tecnimont shares on the Stock Exchange was Euro 1.93.

The price of the Shares at the time of the Award of the Rights and the Grant of the Shares by the Board of Directors will be communicated pursuant to Article 84-bis, paragraph 5, of the Issuers' Regulations.

3.9. In the case of plans based on financial instruments traded on regulated markets, the terms and procedure under which the issuer takes into account, in identifying the timing of the award of the instruments in implementation of the plans, the possible coincidence in time between: (i) said award or any decisions made in this regard by the Remuneration Committee, and (ii) the dissemination of any relevant information pursuant to Article 114, paragraph 1; for example, in the event that such information is:

a. not already public and likely to have a positive impact on market prices, or

b. already published and likely to have a negative impact on market prices

The entire implementation of the Plan will be carried out in full compliance with the Company's disclosure requirements imposed by the applicable laws and regulations, so as to ensure transparency and equality of information to the market, as well as in compliance with the procedures adopted by the Company itself. Possible oversight measures will be decided by the Board of Directors when determining the Rules of the Plan.

4. CHARACTERISTICS OF THE INSTRUMENTS GRANTED

4.1. Description of the forms in which remuneration plans based on financial instruments are structured.

The Plan provides for the Award of Rights to receive for free Shares of the Company upon achievement of predetermined consolidated Group Performance Objectives, linked to the growth of the value and long-term profitability of the Company, on the basis of the mechanisms defined in paragraphs 2.2. and 2.3.

4.2. Indication of the period of actual implementation of the Plan, including with reference to any multiple cycles envisaged

The Plan provides for a single cycle for the Award of Rights with a three-year Vesting Period (2020-2021-2022). The Grant of the Shares will take place at the end of the Vesting Period, subject to verification of the level of achievement of the Performance Objectives and by 30 June 2023.

4.3. Term of the Plan

The Plan shall end on 31 December 2022 or on the date of Grant of the Shares to the Beneficiaries, whichever is the earlier, it being understood that the Shares shall have to be granted by 30 June 2023.

4.4. Maximum number of financial instruments, including in the form of options, awarded every fiscal year in relation to the persons identified by name or to the categories indicated.

The maximum number of Shares that may be granted under the Plan will be established by the Board of Directors during the implementation of the Plan and will be communicated pursuant to Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations or, in any case, in accordance with the laws and regulations applicable from time to time.

In any case, said number shall not exceed 13,000,000 Maire Tecnimont ordinary Shares, which is the maximum number of shares to be allocated to serve the Plan, representing 3.96% of outstanding ordinary Shares.

4.5. Procedures and clauses for the implementation of the plan, specifying whether the actual grant of the instruments is subject to the occurrence of certain conditions or the achievement of specific results, including performance results; descriptions of such conditions and results.

The Grant of the Shares is conditional upon:

• the actual existence of the Relationship with the Company or its Subsidiaries on the date of the Grant of the Shares;

• the circumstance that the Beneficiaries are not in their notice period for resignation or dismissal at the date of the Grant of the Shares; Beneficiaries who are executive Directors must not have waived their office or have been removed at the date of the Grant of the Shares;

• the achievement of pre-set Group Performance Objectives, linked to the growth in value and long-term profitability, as highlighted in paragraphs 2.2. and 2.3.

The Grant of the Shares will take place by 30 June 2023.

4.6. Availability constraints affecting the instruments granted or the instruments resulting from the exercise of options, with particular reference to the deadlines within which the subsequent transfer to the company itself or to third parties is permitted or prohibited.

The Rights awarded are personal, not transferable or disposable inter vivos and cannot be pledged or secured. The attempted transfer or negotiation, including, by way of example, any attempted transfer by deed inter vivos or, pursuant to law, pledge or other right in rem, seizure and attachment, will result in the Rights becoming ineffective.

In line with the principles of the Remuneration Policy of the Group, in order to strengthen the retention purpose of the Plan and to adopt mechanisms to relate shortterm results to the creation of value on a longer term, the 30% of the Shares granted are subject to a lock-up period, equal to 12 months from the Date of Grant for the first 15% of the Shares granted and equal to 24 months from the Date of Grant for the remaining 15%. During said lock-up periods the relevant Shares may not be transferred.

4.7. Description of any termination clauses in relation to the grant of the plans in the event that the recipients carry out hedging transactions to neutralise any prohibitions to sell the financial instruments awarded, including in the form of options, or the financial instruments arising from the exercise of such options

The performance of hedging transactions on the Rights by the Beneficiaries prior to Grant of the Shares will entail the loss of the Rights.

4.8. Description of the effects of termination of employment.

In cases of dismissal for disciplinary reasons, resignation not for just cause, removal for just cause from the office of Director, withdrawal for just cause of the Company or of the Subsidiary from the collaboration relationship and, finally, withdrawal of the collaborator not for just cause, the Beneficiary will be automatically excluded from the Plan and, consequently, will definitively lose the Rights awarded.

4.9. Other possible causes for cancellation of the Plan.

Any causes for cancellation of the Plan shall be specified during the implementation of the same.

4.10. Reasons behind any provisions for the "redemption" by the Company of the financial instruments covered by the plans, pursuant to Article 2357 et seq. of the Italian Civil Code; beneficiaries of the redemption, specifying whether the latter is intended only for particular categories of employees; effects of termination of employment on such redemption.

The Plan does not provide for a right of redemption by the Company.

4.11. Any loans or other benefits that are intended to be granted for the purchase of the shares pursuant to Article 2358, paragraph 3, of the Italian Civil Code.

No loans or other facilities are provided for the purchase of the Shares since they are granted for free.

4.12. Estimate of the expected cost to the Company at the date of the award, as determined on the basis of pre-established terms and conditions, stating the total amount and the amount for each instrument of the Plan.

The expected burden for the Company is represented by the fair value of the Shares allocated to serve the Plan, which will be promptly determined on the Award of the Rights. Information relating to the total cost of the Plan will be provided in the ways and within the deadlines indicated in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulations.

4.13. Capital dilution effects determined by the compensation plans, if any.

The Plan has no dilution effects, since it will be served by the Company's own shares, in compliance with the current regulations.

4.14. Any limits to the exercise of voting rights and the grant of property rights.

There are no limits to the exercise of property rights and voting rights with respect to the Shares that will be granted pursuant to the Plan.

4.15. Information relating to the award of Shares not traded on regulated markets.

Not applicable, because the Shares are admitted to trading on Mercato Telematico Azionario (screen-based stock exchange) organised and managed by Borsa Italiana S.p.A.

4.16. - 4.23.