Mare Engineering Group — M&A Activity 2025

Jul 31, 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION (INCLUDING UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN).

NOTICE PURSUANT TO ARTICLE 41, PARAGRAPH 2, LETTER C) OF REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED ("ISSUERS' REGULATION") PUBLISHED IN THE CONTEXT OF THE VOLUNTARY PARTIAL PUBLIC PURCHASE AND EXCHANGE OFFER LAUNCHED BY MARE ENGINEERING GROUP S.P.A. ON ALL ORDINARY AND MULTIPLE-VOTING SHARES OF ELES SEMICONDUCTOR EQUIPMENT S.P.A. CORRESPONDING TO 29,99% OF VOTING RIGHTS

MARE GROUP: PROCEDURES FOR PARTICIPATING IN THE ELES TENDER OFFER CLOSING ON AUGUST 4

Salerno, July 31, 2025

Mare Group S.p.A. (ticker MARE.MI), an engineering company listed on Euronext Growth Milan and active in Italy and internationally in innovation through enabling technologies ("Mare Group" or the "Offeror"), with reference to the voluntary partial public tender and exchange offer (the "Offer") launched by Mare Group pursuant to Articles 102 et seq. of Legislative Decree No. 58/1998 (the "TUF"), concerning (i) the ordinary shares of Eles Semiconductor Equipment S.p.A. ("Eles") (ISIN code IT0005373417), listed on Euronext Growth Milan (the "Ordinary Shares"), and (ii) the multiple voting shares named "B Shares" of Eles (ISIN code IT0005377467.00) (the "Multiple Voting Shares"), hereby provides certain information on the procedures for participating in the Offer.

Shareholders of Eles who intend to tender their shares in the Offer may also submit the Acceptance Form to the Depositary Intermediaries where their shares are already deposited, provided that such submission and deposit are made in time for the Depositary Intermediaries to transfer the shares to the Appointed Intermediaries no later than the last day of the Acceptance Period.

Since this is a voluntary partial offer (not a full takeover), if the number of shares tendered during the Acceptance Period exceeds the number of shares covered by the Offer, the shares tendered will be subject to allocation according to the "pro-rata" method. Under this method, the Offeror will purchase the same proportion of shares from each shareholder who has participated in the Offer.

It should be noted that Intermonte SIM S.p.A. has been appointed as coordinator for the collection of acceptances. The intermediaries authorized to collect acceptances of the Offer, through the signing and submission of Acceptance Forms, are:

• Intermonte SIM S.p.A.
• Banca Monte dei Paschi di Siena S.p.A.; and
• BNP Paribas, Italian Branch.

It is further recalled that the Acceptance Period of the Offer, consisting of 16 Trading Days, began at 8:30 a.m. (Italian time) on July 14, 2025, and will end at 5:30 p.m. (Italian time) on August 4, 2025, inclusive.

The Offeror will pay the consideration on the 4th (fourth) Trading Day following the end of the Acceptance Period, i.e., on August 8, 2025 (the "Payment Date"). For each Eles share tendered in the Offer, the Offeror will pay:

• a mixed consideration consisting of:
  • (i) a component in the form of ordinary shares of Mare Group, equal to 0.05 newly issued ordinary shares without par value and with regular dividend rights; and
  • (ii) a cash component equal to €2.05985 (for each standard trading lot of 1,000 shares: 50 Mare Group shares and a cash adjustment of €2,059.85),

alternatively, at the shareholder's discretion:

• a cash consideration of €2.25 per each Eles share tendered in the Offer (for each standard trading lot of 1,000 shares: a payment of €2,250.00).

For further details regarding the Offer, please refer to the Offer Document available on the Offeror's website.

This press release is available on the Company's website at https://www.maregroup.it/investor-relations and on the authorized system for the transmission and storage of regulated information , available at https:///.

***

This communication does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to purchase, acquire, subscribe for, sell or otherwise dispose of any financial instruments, and no sale, issuance or transfer of securities of ELES or Mare Group shall be made in any country in breach of the applicable laws and regulations of that country.

For complete information on the Offer and the procedures for acceptance, please refer to the offer document published in the dedicated sections of the Mare Group website (Investor Relations → OPAS Eles) and the Eles website.

The dissemination of this communication in countries other than Italy may be subject to legal or regulatory restrictions, and any person in possession of this communication must independently inquire about any such restrictions and comply with them. Any failure to comply with such restrictions may constitute a violation of the applicable laws of such jurisdictions.

To the maximum extent permitted by applicable law, the Offeror and the parties involved in the Offer shall be deemed to be exempt from any liability deriving from any violation by such persons of the aforementioned restrictions.

This communication has been prepared in accordance with Italian law and the information disclosed herein may differ from that which would have been disclosed if the communication had been prepared in accordance with the laws of jurisdictions other than Italy.

No copy of this communication or any other document relating to the Offer shall be, nor may be, sent by mail or otherwise forwarded or distributed from or into any country where local laws may give rise to civil, criminal or regulatory risks if information regarding the Offer is transmitted or made available to shareholders of ELES or Mare Group in such country or where such conduct would constitute a violation of the laws of such country. Any person receiving such documents (including as a custodian, fiduciary or trustee) must not mail or otherwise forward or distribute them into or from such jurisdictions.

About the Company

Founded in 2001, Mare Group is an engineering company listed on Euronext Growth Milan with a model based on proprietary technology platforms. With more than 2,000 clients, a team of over 500 people, 25 operational and commercial offices in 5 countries, Mare Group is a key player in the innovation ecosystem. Significant investments in R&D and the 16 acquisitions completed since 2019, with subsequent mergers, demonstrate the Group's strong ability to integrate complementary resources and technologies to expand its product portfolio and increase its market presence.

Contact Info

Issuer: 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 investor-relator@maregroup.it

Euronext Growth Advisor: illimity Bank S.p.A. Via Soperga 9, 20124 Milano T. +39 0282849699 – E-mail maregroup@illimity.com Investor & Media Relations Advisor: IRTOP Consulting Via Bigli, 19 - 20121 Milano T. +39 0245473883 – E-mail ir@irtop.com (investors) – mediarelations@irtop.com (media)

Specialist: MIT SIM S.p.A. Corso Venezia 16, 20121 Milano T. +39 0230561270 – E-mail investor.relations@mitsim.it