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Mare Engineering Group

AGM Information Dec 30, 2025

6591_rns_2025-12-30_6fe480a1-1b13-467b-8de8-3c2d199d96ba.pdf

AGM Information

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MARE GROUP REQUESTS SUPPLEMENTATION OF THE AGENDA OF THE ELES SHAREHOLDERS' MEETING OF 7 JAN 2026 AND INVOLVES THE PRESIDENCY OF THE COUNCIL OF MINISTERS FOR CLARIFICATIONS ON GOLDEN POWER

MARE GROUP PROPOSALS FOR INDEPENDENT DIRECTORS

Salerno, December 30, 2025

Mare Group S.p.A. (ticker MARE.MI), a high-tech engineering company listed on Euronext Growth Milan and active in Italy and abroad in innovation through enabling technologies ("Mare Group" or the "Company"), announces that it has sent to Eles Semiconductor Equipment S.p.A. ("Eles") a request to supplement the agenda of the ordinary shareholders' meeting convened for 7 January 2026 on first call and 8 January 2026 on second call (the "Meeting").

In particular, Mare Group requested inclusion on the agenda of the following item:

    1. Appointment, in the event of non-confirmation of the independent director appointed by co-optation by the Board of Directors on 30 September 2025, of an independent director.
  • 4.1. Appointment of an additional independent director, in addition to those appointed pursuant to item 1 on the agenda.
  • 4.2. Determination of the term of office.
  • 4.3. Determination of the remuneration.

The request is motivated by the need to ensure that the Meeting is in any event able to fully and knowingly exercise its prerogatives with regard to the composition of the Board of Directors, avoiding decision-making gaps and ensuring continuity, proper functioning of the corporate bodies and compliance with the principles of sound corporate governance.

Mare Group also announces that it has specifically requested, with reference to the holding of the above-mentioned shareholders' meeting, information on the application of the Golden Power regulations with regard to shareholders holding shareholdings exceeding 3% of Eles' share capital. Such request was addressed, as appropriate, also to the Presidency of the Council of Ministers, in order to ensure full compliance with the applicable regulatory framework and the proper exercise of voting rights at the shareholders' meeting.

With reference to the Meeting, Mare Group has resolved to propose the following profiles of proven experience and independence for the appointment of the three independent directors to be added to the Board of Directors of Eles:

  • Mauro Girardi, a professional with over thirty years of experience in the financial and corporate governance fields, with senior roles in listed and regulated companies and consolidated expertise in extraordinary transactions and corporate restructurings.
  • Alfonso Cefaliello, a manager with extensive experience as CFO, Chief Executive Officer and director in industrial and services groups, with specific skills in finance, management control, M&A and governance of listed companies.
  • Federico Albini, a chartered accountant and statutory auditor, with many years of experience in corporate, accounting and financial reporting matters, as well as numerous appointments in control bodies and boards of statutory auditors of companies listed on Euronext Growth Milan.

***

This press release is available on Mare Group's website https://www.maregroup.it/investor-relations and on the authorized mechanism for the dissemination and storage of regulated information "" at https:///.

***

Mare Group

Founded in 2001, Mare Group is an Italian high-tech engineering hub operating in the strategic sectors of Aerospace & Defense, Industry, Critical Infrastructure, and the Twin Transition. Listed on Euronext Growth Milan, Mare Group operates with an asset-light model based on proprietary platforms. With over 2,000 clients, more than 30 research projects completed with Italian and international universities, 500 people, and 24 operational and commercial sites in 5 countries, Mare Group has completed 16 acquisitions since 2019, consolidating its position as one of the main aggregators of innovation in Italy and Europe.

Contact Info

Company: Mare Group S.p.A.

Gennaro Tesone (Investor Relations Manager) Via Ex Aeroporto SNC, 80038 Pomigliano d'Arco T. +39 081 803 6677 – E-mail [email protected]

Euronext Growth Advisor: illimity Bank S.p.A.

Via Soperga 9, 20124 Milano

T. +39 0282849699 – E-mail [email protected]

Investor & Media Relations Advisor: IRTOP Consulting

Via Bigli, 19 - 20121 Milano

T. +39 0245473883 – E-mail [email protected] (investors) – [email protected] (media)

Specialist: MIT SIM S.p.A.

Corso Venezia 16, 20121 Milano

T. +39 0230561270 – E-mail [email protected]

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