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Mare Engineering Group — AGM Information 2025
Apr 30, 2026
6591_10-k_2026-04-30_26109d75-69c8-418f-b6c0-6ab0d5104ee4.pdf
AGM Information
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mare group
INFO GLOBAL MAR
PRESS RELEASE
MARE GROUP'S ORDINARY SHAREHOLDERS' MEETING APPROVES:
- THE STATUTORY FINANCIAL STATEMENTS AS OF 31/12/2025
- THE DISTRIBUTION OF A DIVIDEND
- THE REDETERMINATION OF THE COMPENSATION OF THE BOARD OF DIRECTORS AND OF THE BOARD OF STATUTORY AUDITORS
- THE AUTHORIZATION FOR THE PURCHASE OF TREASURY SHARES
Salerno, 30 April 2026
Mare Group S.p.A. (ticker MARE.MI), an 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 today the Ordinary Shareholders' Meeting of the Company (the "Shareholders' Meeting") was held in first call and approved in full the resolutions proposed by the Board of Directors on the items on the agenda.
Approval of the Statutory Financial Statements as of 31 December 2025 and presentation of the Consolidated Financial Statements of the Group
The Shareholders' Meeting approved the Company's Statutory Financial Statements as of 31 December 2025, prepared for the first time in accordance with the IFRS international accounting standards and accompanied by the Reports of the Board of Directors, of the Board of Statutory Auditors and of the Independent Auditors. The Shareholders' Meeting also acknowledged the Consolidated Financial Statements of the Group as of 31 December 2025, including the Sustainability Report.
The main figures as of 31 December 2025 are reported below.
Mare Group S.p.A. - P.IVA IT07784980638 - Cap. Soc. € 4.748.467,00 i.v.
Tel. +39 081 8036677 - Fax +39 081 3177513 - www.maregroup.it - [email protected]
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MARE GROUP
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mare group
Consolidated financial statements:
- Revenues: Euro 59.1 million (Euro 40.7 million as of 31 December 2024)
- EBITDA Adj: Euro 15.9 million (Euro 9.0 million as of 31 December 2024)
- Profit before tax Adj: Euro 5.2 million (Euro 3.3 million as of 31 December 2024)
- EBITDA: Euro 4.2 million (Euro 6.3 million as of 31 December 2024)
- Profit before tax: Euro (9.0) million (Euro 0.6 million as of 31 December 2024)
- Net result attributable to the Group: Euro (8.6) million (Euro (0.4) million as of 31 December 2024)
- Consolidated equity: Euro 45.9 million (Euro 29.5 million as of 31 December 2024)
- Net Financial Position Adj: Euro 24.2 million (net debt) (Euro 3.0 million net debt as of 31 December 2024)
- Net Financial Position: Euro 68.9 million (net debt) (Euro 13.4 million net debt as of 31 December 2024)
Statutory financial statements (Mare Group S.p.A.):
- Revenues: Euro 54.0 million (Euro 39.1 million as of 31 December 2024)
- EBITDA Adj: Euro 14.4 million (Euro 8.5 million as of 31 December 2024)
- Profit before tax Adj: Euro 4.0 million (Euro 2.7 million as of 31 December 2024)
- Profit before tax: Euro (10.1) million (Euro (0.0) million as of 31 December 2024)
- Net result: Euro (8.9) million (Euro (1.0) million as of 31 December 2024)
- Equity: Euro 38.2 million (Euro 29.8 million as of 31 December 2024)
- Net Financial Position Adj: Euro 30.1 million (net debt) (Euro 3.0 million net debt as of 31 December 2024)
- Net Financial Position: Euro 70.8 million (net debt) (Euro 13.4 million net debt as of 31 December 2024)
The Balance Sheet, Income Statement and Cash Flow Statement, on both a consolidated and statutory basis, are attached to this press release.
Allocation of the result for the period and Distribution of a dividend out of distributable reserves
The Shareholders' Meeting resolved to cover the loss for the period, equal to Euro 8,921,557, through the use of available reserves, and resolved to distribute a dividend out of distributable reserves for a total amount of Euro 580,000 gross of tax withholdings, corresponding to approximately Euro 0.03 per outstanding share (coupon no. 3). The dividend will be paid on 27 May 2026 (payment date), with coupon detachment on 25 May 2026 (ex date) and record date on 26 May 2026.
Redetermination of the compensation of the Board of Directors
Pursuant to art. 2389, paragraphs 1 and 3, of the Italian Civil Code and to art. 20.3 of the Articles of Association, the Shareholders' Meeting resolved to:
- redetermine the fixed component of the compensation of the entire Board of Directors at a total of Euro 1,150,000 for the current financial year and for the remaining term of office;
- grant an extraordinary one-off compensation of a total of Euro 350,000 in favour of the executive members of the Board of Directors, to be allocated among them by subsequent resolution of the Board, upon the opinion of the Board of Statutory Auditors;
- recognise an additional fixed compensation of a total of Euro 25,000 per year in favour of the non-executive members of the Board of Directors who meet the independence requirements, for the current financial year and for each financial year of the remaining term of office, to be allocated among them by subsequent resolution of the Board, upon the opinion of the Board of Statutory Auditors.
All other resolutions previously adopted regarding variable compensation remain unchanged.
Redetermination of the compensation of the standing members of the Board of Statutory Auditors
The Shareholders' Meeting resolved, with effect from the 2026 financial year and for the remaining term of office, to redetermine the compensation of the standing members of the Board of Statutory Auditors at a total of Euro 104,000 pro rata temporis for each financial year (compared to the previous Euro 79,000), allocated as follows: Euro 44,000 for the Chairman and Euro 30,000 for each of the two Standing Auditors, in addition to the reimbursement of out-of-pocket expenses incurred in the performance of the office.
Mare Group S.p.A. - P.IVA IT07784980638 - Cap. Soc. € 4.748.467,00 i.v.
Tel. +39 081 8036677 - Fax +39 081 3177513 - www.maregroup.it - [email protected]
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mare group
Authorization for the purchase and disposal of treasury shares
The Shareholders' Meeting authorized, pursuant to the combined provisions of artt. 2357 and 2357-ter of the Italian Civil Code and to art. 132 of Legislative Decree 58/1998 and its implementing provisions, the purchase and disposal of the Company's treasury shares, according to the following main terms:
- Maximum number: the purchase, also in several tranche, may not exceed 20% of the outstanding shares, in compliance with the maximum limit set by the legislation pro tempore applicable from time to time, and with the minimum free float and equal treatment of shareholders requirements set out in the Euronext Growth Milan Issuers' Regulation;
- Duration of the authorization for the purchase: 18 months from the date of the resolution;
- Duration of the authorization for the disposal: with no time limits, also with reference to the treasury shares already held as of today;
- Consideration: price not higher or lower by more than 20% compared to the reference price of the share in the trading session preceding each individual transaction;
- Purposes: support of the share's liquidity, build-up of a share "inventory", purchases from beneficiaries of stock option plans, execution of stock option and stock granting plans, as well as transactions related to the ordinary business or to projects consistent with the Company's strategic guidelines.
The authorization follows the previous one, resolved by the Shareholders' Meeting of 1 March 2024 and expired during financial year 2025. As of today, the Company holds no. 59,562 treasury shares.
The minutes of the Shareholders' Meeting and the summary report of the votes will be made available to the public, within the terms and in the manner set forth by the applicable legislation, at the registered office and on the internet website of the Issuer https://www.maregroup.it/, in the "Governance/Shareholders' Meetings" section.
This press release is available on the internet website of the Company https://www.maregroup.it/investor-relations and on the authorized regulated information storage and dissemination system "" available at the address https:///.
Mare Group
With a history dating back to 2001, Mare Group is an Italian High-Technology Engineering Hub in strategic sectors such as Aerospace & Defence, Industry, Critical Infrastructures and Twin Transition, with over 2,000 clients. Listed on Euronext Growth Milan, the Group operates through an asset-light model based on proprietary platforms, with over 700 people, 35 offices in 5 countries and the experience of more than 30 research projects completed with Italian and international Universities. The 19 acquisitions and subsequent integrations carried out since 2019 make Mare Group one of the main aggregators of innovation in Italy and Europe.
Contact Info
Investor Relations Manager: Gennaro Tesone
c/o Mare Group – Via Ex Aeroporto SNC, 80038 Pomigliano d'Arco – T. +39 081 803 6677 – e-mail [email protected]
Investor Media Relations Advisor: IRTOP Consulting
Via Bigli, 19 – 20121 Milano
tel. +39 0245473883
e-mail [email protected]
Business Media Relations Advisor: My Twin Communication
Via Monferrato, 13 – 20144 Milano
tel. +39 335 5985809 (M. Messori) | +39 375 6115009 (M. Coppola)
e-mail: [email protected]
Euronext Growth Advisor: illimity Bank S.p.A.
Via Soperga 9, 20124 Milano
tel. +39 0282849699 – e-mail [email protected]
Specialist: MIT SIM S.p.A.
Corso Venezia 16, 20121 Milano
tel. +39 0230561270 – e-mail [email protected]
Mare Group S.p.A. – P.IVA IT07784980638 – Cap. Soc. € 4.748.467,00 i.v.
Tel. +39 081 8036677 – Fax +39 081 3177513 – www.maregroup.it – [email protected]
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mare group
CONSOLIDATED IFRS BALANCE SHEET AS OF 31/12/2025 VS 31/12/2024
Values in € thousand
| 31-Dec-25 | 31-Dec-24 | Chg. | |
|---|---|---|---|
| Intangible assets | 16,955 | 19,458 | (2,503) |
| Goodwill | 29,483 | 2,155 | 27,328 |
| Property, plant and equipment and right-of-use assets | 15,157 | 4,356 | 10,801 |
| Equity investments | 31,468 | 167 | 31,301 |
| Other non-current assets | 6,774 | 4,766 | 2,008 |
| Total non-current assets | 99,838 | 30,903 | 68,935 |
| Inventories | 4,496 | 971 | 3,525 |
| Trade receivables | 31,190 | 12,466 | 18,724 |
| Other receivables and current assets | 37,021 | 23,920 | 13,101 |
| Trade payables | (17,234) | (8,764) | (8,470) |
| Tax liabilities | (3,900) | (1,487) | (1,341) |
| Other payables and liabilities | (29,594) | (11,835) | (18,831) |
| Net working capital | 21,980 | 15,271 | 6,709 |
| Employee benefits and other non-current liabilities | (6,955) | (3,257) | (3,698) |
| Net invested capital | 114,863 | 42,917 | 71,946 |
| Group equity | 38,199 | 29,473 | 8,726 |
| Non-controlling interests | 7,719 | 30 | 7,689 |
| Consolidated equity | 45,917 | 29,503 | 16,415 |
| Total financial debt | 68,946 | 13,414 | 55,531 |
| Total sources | 114,863 | 42,917 | 71,946 |
Mare Group S.p.A. - P.IVA IT07784980638 - Cap. Soc. € 4.748.467,00 i.v.
Tel. +39 081 8036677 - Fax +39 081 3177513 - www.maregroup.it - [email protected]
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INSTITUT DE L'ENERGIE CENTRALE
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mare group
CONSOLIDATED IFRS INCOME STATEMENT AS OF 31/12/2025 VS 31/12/2024
Values in € thousand
| 31-Dec-25 | 31-Dec-24 | Chg | |
|---|---|---|---|
| Revenues | 59,060 | 40,696 | 18,363 |
| Operating costs and other expenses | (43,185) | (31,665) | (11,520) |
| EBITDA Adjusted | 15,874 | 9,031 | 6,843 |
| Depreciation and amortization | (6,935) | (4,047) | (2,889) |
| Financial (expenses)/income | (3,735) | (1,675) | (2,060) |
| Profit before tax Adjusted | 5,204 | 3,310 | 1,894 |
| EBITDA Adjusted | 15,874 | 9,031 | 6,843 |
| Non-recurring M&A-related expenses | (8,068) | - | (8,068) |
| Extraordinary expenses and income | (2,958) | (2,071) | (888) |
| Stock Grant expenses | (659) | (659) | - |
| EBITDA | 4,189 | 6,302 | (2,112) |
| Depreciation and amortization | (6,935) | (4,047) | (2,889) |
| Impairment losses | (9,528) | (103) | (9,424) |
| Financial (expenses)/income | (3,735) | (1,675) | (2,060) |
| Financial income | 6,989 | 171 | 6,818 |
| EBT | (9,019) | 648 | (9,668) |
| Taxes | 679 | (945) | 1,623 |
| Net result | (8,341) | (296) | (8,044) |
Mare Group S.p.A. - P.IVA IT07784980638 - Cap. Soc. € 4.748.467,00 i.v.
Tel. +39 081 8036677 - Fax +39 081 3177513 - www.maregroup.it - [email protected]
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mare group
CONSOLIDATED IFRS CASH FLOW STATEMENT AS OF 31/12/2025 VS 31/12/2024
Values in € thousand
| 31-Dec-25 | 31-Dec-24 | |
|---|---|---|
| Operating activities | ||
| Profit before tax from continuing operations | (9,019) | 649 |
| Profit before tax from discontinued operations | - | - |
| Profit before tax | (9,019) | 649 |
| Adjustments to reconcile profit before tax with net cash flow from operating activities: | ||
| Depreciation and impairment of property, plant and equipment | 597 | 242 |
| Amortization and impairment of intangible assets and right-of-use assets | 11,446 | 3,805 |
| Cost of stock option/stock grant plans | 659 | 659 |
| Net foreign exchange differences | - | (30) |
| Net change in employee benefit liabilities | 171 | 259 |
| Net change in provisions for risks and charges | 25 | 69 |
| Share of result of associates | - | (3) |
| Financial income | (7,056) | (168) |
| Financial expenses | 3,735 | 1,675 |
| Other | 5,439 | 3,960 |
| Changes in working capital: | ||
| Trade receivables and other current receivables | (11,286) | (5,856) |
| Inventories | (3,525) | (10) |
| Trade payables, contract liabilities and other current payables | (617) | 6,644 |
| Net change in non-current receivables/payables | 3,714 | (1,061) |
| Net change in deferred tax assets and liabilities | 737 | (1,656) |
| Interest (paid)/received | (3,228) | (1,299) |
| Income taxes paid | (320) | (1,533) |
| Net cash flow from operating activities | (8,527) | 6,346 |
| Investing activities | ||
| Investments in property, plant and equipment | (961) | (150) |
| Disposals of property, plant and equipment | 399 | 91 |
| Investments in intangible assets | (6,726) | (5,970) |
| Disposals of intangible assets | 2,766 | - |
| Investments in associates | - | (20) |
| Investments in other entities | - | (20) |
| Disposals of investments in other entities | - | 366 |
| Investments in financial assets | (24,735) | (13,004) |
| Disposals of financial assets | 10,072 | - |
| Acquisitions of businesses net of cash acquired | (8,499) | - |
| Net cash flow from investing activities | (27,684) | (18,707) |
| Financing activities | ||
| Drawdown of medium/long-term loans | 93,898 | 7,000 |
| Repayment of medium/long-term loans | (10,792) | (8,215) |
| Change in derivatives | (17) | - |
| Drawdown / (repayment) of bond loan | (720) | (630) |
| Drawdown / (repayment) of short-term loans | - | 1,651 |
| Drawdown / (repayment) of financial liabilities | (1,448) | (170) |
| Sale of treasury shares | 29 | - |
| Repayment of lease liabilities for right-of-use assets | (1,217) | (565) |
| Share capital increase with share premium | 7,098 | 15,043 |
| Dividends paid | (310) | (250) |
| Net cash flow from financing activities | 86,521 | 13,864 |
| Net (decrease)/increase in cash and short-term deposits | 50,311 | 1,502 |
| Cash and short-term deposits at the beginning of the period | 2,552 | 1,050 |
| Cash and short-term deposits at the end of the period | 52,864 | 2,552 |
Mare Group S.p.A. - P.IVA IT07784980638 - Cap. Soc. € 4.746.467,00 i.v.
Tel. +39 081 8036677 - Fax +39 081 3177513 - www.maregroup.it - [email protected]
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mare group
STATUTORY IFRS BALANCE SHEET AS OF 31/12/2025 VS 31/12/2024
Values in € thousand
| 31-Dec-25 | 31-Dec-24 | Chg. | |
|---|---|---|---|
| Intangible assets | 12,489 | 18,735 | (6,246) |
| Goodwill | 14,244 | 2,155 | 12,089 |
| Property, plant and equipment and right-of-use assets | 10,254 | 4,356 | 5,898 |
| Equity investments | 39,290 | 2,264 | 37,026 |
| Other non-current assets | 6,595 | 4,663 | 1,932 |
| Total non-current assets | 82,872 | 32,173 | 50,699 |
| Inventories | 3,354 | 589 | 2,765 |
| Trade receivables | 27,787 | 11,795 | 15,992 |
| Other receivables and current assets | 33,938 | 23,784 | 10,154 |
| Trade payables | (14,956) | (8,681) | (6,275) |
| Tax liabilities | (1,163) | (1,483) | 320 |
| Other payables and liabilities | (18,304) | (11,722) | (6,581) |
| Net working capital | 30,657 | 14,283 | 16,375 |
| Employee benefits and other non-current liabilities | (4,561) | (3,257) | (1,304) |
| Net invested capital | 108,968 | 43,199 | 65,769 |
| Equity | 38,192 | 29,755 | 8,436 |
| NFP | 70,777 | 13,444 | 57,333 |
| Total sources | 108,968 | 43,199 | 65,769 |
Mare Group S.p.A. - P.IVA IT07784980638 - Cap. Soc. € 4.748.467,00 i.v.
Tel. +39 081 8036677 - Fax +39 081 3177513 - www.maregroup.it - [email protected]
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mare group
STATUTORY IFRS INCOME STATEMENT AS OF 31/12/2025 VS 31/12/2024
Values in € thousand
| 31-Dec-25 | 31-Dec-24 | Chg. | |
|---|---|---|---|
| Revenues | 54,020 | 39,108 | 14,912 |
| Operating costs and other expenses | (39,625) | (30,639) | (8,987) |
| EBITDA Adjusted | 14,395 | 8,470 | 5,925 |
| Depreciation and amortization | (6,718) | (4,017) | (2,701) |
| Financial (expenses)/income | (3,634) | (1,763) | (1,871) |
| Profit before tax Adjusted | 4,043 | 2,689 | 1,353 |
| EBITDA Adjusted | 14,395 | 8,470 | 5,925 |
| Non-recurring M&A-related expenses | (8,068) | (8,068) | |
| Extraordinary expenses and income | (2,958) | (2,071) | (887) |
| Stock Grant expenses | (659) | (659) | (0) |
| EBITDA | 2,710 | 5,740 | (3,030) |
| Depreciation and amortization | (6,718) | (4,017) | (2,701) |
| Impairment losses | (9,347) | (103) | (9,244) |
| Financial (expenses)/income | (3,634) | (1,763) | (1,871) |
| Financial income | 6,910 | 129 | 6,782 |
| EBT | (10,079) | (15) | (10,064) |
| Taxes | 1,158 | (939) | 2,097 |
| Net result | (8,922) | (954) | (7,968) |
Mare Group S.p.A. - P.IVA IT07784980638 - Cap. Soc. € 4.748.467,00 i.v.
Tel. +39 081 8036677 - Fax +39 081 3177513 - www.maregroup.it - [email protected]
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MIUR
mare group
STATUTORY IFRS CASH FLOW STATEMENT AS OF 31/12/2025 VS 31/12/2024
Values in € thousand
| 31-Dec-25 | 31-Dec-24 | |
|---|---|---|
| Operating activities | ||
| Profit before tax from continuing operations | (10,079) | (15) |
| Profit before tax from discontinued operations | - | - |
| Profit before tax | (10,079) | (15) |
| Adjustments to reconcile profit before tax with net cash flow from operating activities: | - | - |
| Depreciation and impairment of property, plant and equipment | 545 | 242 |
| Amortization and impairment of intangible assets and right-of-use assets | 11,281 | 3,776 |
| Cost of stock option/stock grant plans | 659 | 659 |
| Net foreign exchange differences | - | - |
| Net change in employee benefit liabilities | 184 | 361 |
| Net change in provisions for risks and charges | 25 | 70 |
| Share of result of equity-accounted investees | - | (3) |
| Financial income | (6,910) | (126) |
| Financial expenses | 3,634 | 1,763 |
| Other | 4,986 | 2,707 |
| Changes in working capital: | ||
| Trade receivables and other current receivables | (14,386) | (6,359) |
| Other current receivables | - | - |
| Inventories | (2,765) | 80 |
| Trade payables, contract liabilities and other current payables | (1,381) | 8,162 |
| Net change in non-current receivables/payables | 3,534 | (1,035) |
| Net change in deferred tax assets and liabilities | 535 | (1,652) |
| Interest (paid)/received | (3,207) | (1,429) |
| Income taxes paid | (320) | (1,527) |
| Net cash flow from operating activities | (13,665) | 5,674 |
| Investing activities | - | - |
| Investments in property, plant and equipment | (925) | (150) |
| Investments in intangible assets | (6,727) | (6,523) |
| Disposals of intangible assets | 2,777 | - |
| Investments in subsidiaries | (5,553) | (580) |
| Disposals of investments in subsidiaries | - | 10 |
| Investments in associates | - | (20) |
| Investments in other entities | - | (20) |
| Disposals of investments in other entities | - | 366 |
| Investments in financial assets | (24,716) | (13,004) |
| Disposals of financial assets | 9,973 | - |
| Acquisitions of businesses net of cash acquired | 41 | - |
| Net cash flow from investing activities | (25,129) | (19,921) |
| Financing activities | ||
| Drawdown of medium/long-term loans | 93,424 | 7,000 |
| Repayment of medium/long-term loans | (10,700) | (8,161) |
| Change in derivatives | (17) | - |
| Drawdown / (repayment) of bond loan | (720) | (630) |
| Drawdown / (repayment) of short-term loans | - | 1,652 |
| Net change in other current and non-current financial assets | - | (42) |
| Drawdown / (repayment) of financial liabilities | 172 | - |
| Purchase of treasury shares | - | (521) |
| Sale of treasury shares | 29 | - |
| Repayment of lease liabilities for right-of-use assets | (1,198) | (565) |
| Share capital increase with share premium | (401) | 17,446 |
| Dividends paid | (310) | (371) |
| Net cash flow from financing activities | 80,279 | 15,807 |
| Net (decrease)/increase in cash and short-term deposits | 41,485 | 1,560 |
| Cash and short-term deposits at the beginning of the period | 2,455 | 895 |
| Cash and short-term deposits at the end of the period | 43,940 | 2,455 |
Mare Group S.p.A. - P.IVA IT07784980638 - Cap. Soc. € 4.748.467,00 i.v.
Tel. +39 081 8036677 - Fax +39 081 3177513 - www.maregroup.it - [email protected]
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