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Mare Engineering Group M&A Activity 2025

Oct 24, 2025

6591_rns_2025-10-24_7e388264-e5bb-4d26-8ab3-2e827d0ebd48.pdf

M&A Activity

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IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION**

MARE GROUP: CONSIDERATION AND TENDER PERIOD OF THE TENDER OFFER LAUNCHED BY MARE GROUP ON ELES WARRANTS

Salerno, October 24,2025

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"), with reference to the voluntary Tender Offer (the "Warrants Offer") for all the warrants named "Warrant Eles 2019–2026" (the "Warrants") of Eles Semiconductor Equipment S.p.A. ("Eles" or the "Issuer"), announced by means of a press release on 6 October 2025 (the "Warrants Announcement") and launched, on 10 October 2025, through the voluntary publication of an information document (the "Information Document"), reminds that, as communicated on 23 October 2025 by the press release titled "Mare Group: increase of the consideration and extension of the tender period of the offer launched by Mare Group on Eles Warrants", available on Mare Group's website at www.maregroup.it, to which reference is made for further information, the per-unit consideration of the Warrants Offer is Euro 0.205 and the Tender Period of the Warrants Offer will end at 5:30 p.m. on 28 October 2025.

Consequently, the Payment Date is set for 31 October 2025.

It is understood that Mare Group reserves the right to further extend the Tender Period by the Trading Day preceding the end of the Tender Period as so extended, namely by 27 October 2025. In such event, Mare Group will give notice by means of a specific press release.

The updated timetable of the Mare Group Warrants Offer is set out below:

Date and time (CET) Event
13 October 2025, 8:30 a.m. Start of the Tender Period
28 October 2025, 5:30 p.m. (unless the Tender Period is further extended) End of the Tender Period
By 7:29 a.m. on 29 October 2025 (unless the Tender Period is further
extended)
Press release on the provisional results of the
Mare Group Warrants Offer
By 7:29 a.m. on 30 October 2025 (unless the Tender Period is further
extended)
Press release on the final results of the Mare
Group Warrants Offer
31 October 2025 (unless the Tender Period is further extended) Payment Date

This press release must be read together with the Information Document, available on Mare Group's website at www.maregroup.it, section "Investor Relations".

***

***

This communication does not constitute and is not 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.

The publication or dissemination of this communication in countries other than Italy may be subject to restrictions under applicable law and, therefore, any person subject to the laws of any country other than Italy must independently obtain information on any restrictions provided for by applicable legal and regulatory provisions and ensure compliance with them. Any failure to observe such restrictions may constitute a violation of the applicable laws of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Mare Group Warrants Offer shall be deemed exempt from any liability or adverse consequence arising from the breach of the above restrictions by such interested parties. This communication has been prepared in accordance with Italian law and the information disclosed herein may differ from that which would have been disclosed had the communication been prepared in accordance with the laws of countries other than Italy.

No copy of this communication or any other document relating to the Mare Group Warrants Offer will be, nor may it be, sent by mail or otherwise transmitted or distributed in or from any country where the provisions of local law may create civil, criminal, or regulatory risks where information concerning the Mare Group Warrants Offer is transmitted or made available to holders of financial instruments of ELES or Mare Group in such country or in other countries where such conduct would constitute a violation of the laws of such country, and any person who receives such documents (including as custodian, trustee, or nominee) must not mail, transmit, or distribute them into or from any such country.

***

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, 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]