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Mare Engineering Group M&A Activity 2025

Oct 23, 2025

6591_rns_2025-10-23_61d10626-dd7c-4360-b6c7-1cd6c37b80bf.pdf

M&A Activity

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THE RELEASE, PUBBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS NOT PERMITTED IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

MARE GROUP: REMARKS ON THE OFFERS LAUNCHED BY XENON FOR ELES' ORDINARY SHARES AND WARRANTS

  • Mare Group's voluntary tender offer continues as announced
  • Long-term industrial commitment to enhance the value of the stake confirmed

Salerno, October 23, 2025

The Board of Directors of 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 "Group"), in the context of the voluntary tender offer on all the shares of Eles Semiconductor Equipment S.p.A. ("Eles" or the "Issuer") and the voluntary tender offer on all the warrants named "Warrant Eles 2019–2026" of Eles, announced on 6 October 2025 (the "Mare Group Offers"), met today and took note of the announcements made today by Xenon Private Equity VIII SCA SICAV-RAIF ("Xenon") regarding a voluntary tender offer on all Eles shares admitted to trading on Euronext Growth Milan and a voluntary tender offer on all the warrants named "Warrant Eles 2019– 2026" of Eles (together, the "Xenon Offers").

In this regard, Mare Group confirms its nature as a long-term Italian industrial investor in Eles and the industrial and strategic soundness of the Mare Group Offers. Consequently, based on the information currently available, it intends to retain the stake held in Eles' share capital to enhance the value of the investment made.

Mare Group Offers and the shareholders' meeting convened for 7 November 2025 remain confirmed.

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

No copy of this communication, nor of any other document relating to the Mare Group Offers, shall be, nor may be, mailed, transmitted or distributed in, into, from or within any country where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the Mare Group Offers is transmitted or made available to shareholders of Eles or Mare Group in such country, or in any other countries where such conduct would constitute a violation of the laws of such country. Any person who receives such documents (including as custodian, fiduciary or trustee) must not mail, transmit or distribute them in, into, from or within any such country.

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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:///.

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About 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, it 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, establishing itself as one of the main innovation aggregators in Italy and Europe.

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 [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]