Mare Engineering Group — M&A Activity 2026

Feb 26, 2026

mare group

1INFO THE HOTEL OF THE MARE GROUP

MARE GROUP: NOTICE PURSUANT TO ART. 2408 OF THE ITALIAN CIVIL CODE CONCERNING THE ELES BOARD RESOLUTION ON THE CONTRIBUTION OF TREASURY SHARES IN CONNECTION WITH THE XENON TENDER OFFER

MARE GROUP INVITES ELES SHAREHOLDERS TO VOTE AT THE SHAREHOLDERS' MEETING OF 2/3 MARCH

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"), as a shareholder of Eles Semiconductor Equipment S.p.A. ("Eles"), with reference to the press release published by Eles on 25 February, hereby communicates the following.

Eles announced that, on 25 February, its Board of Directors resolved to adhere to the voluntary public tender offer promoted by EBidCo S.r.l., a corporate vehicle indirectly controlled by Xenon Private Equity, through the contribution of no. 657,000 treasury shares held in portfolio, representing approximately 3.28% of the share capital. This decision affects the shareholding balance and, once the transfer is completed, the distribution of voting rights, with potential implications also for the dynamics of the shareholders' meeting.

Mare Group therefore believes that, at this stage, a particularly rigorous review is necessary as to the existence of the corporate interest, as well as with regard to compliance with the applicable regulatory and statutory provisions and Eles' internal procedures, taking into account the interest of the Chief Executive Officer and the Chairman of Eles, who are involved in the tender offer promoted by Xenon. For these reasons, Mare Group announces that it has filed a formal notice pursuant to Article 2408 of the Italian Civil Code with the Board of Statutory Auditors of Eles.

Mare Group also consequently reserves the right to take any action deemed appropriate and/or advisable before any competent authority, including judicial authorities, for the purpose of ascertaining any liability.

With reference to the Shareholders' Meeting called for 2 March 2026, on first call, and, if necessary, for 3 March 2026, on second call (the "Meeting"), Mare Group reiterates its commitment to solid, transparent governance oriented towards value creation in the medium to long term. In this perspective, the reiterated proposal to expand the Board of Directors with additional independent members is aimed precisely at strengthening balance, independence of judgment and the quality of corporate decisions in a phase characterized by extraordinary transactions and significant changes in the shareholding structure.

Mare Group therefore invites all shareholders to attend the Meeting and exercise their voting rights so that the resolutions reflect the will of the shareholder base and ensure a governance structure suitable for the complexity of the current phase.

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This press release is available on the Company's website https://www.maregroup.it/investor-relations and on the authorised system for the dissemination and storage of regulated information "1INFO" available at https://www.1info.it/.

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Mare Group

With a history dating back to 2001, Mare Group is an Italian High-Tech Engineering Hub active in strategic sectors such as Aerospace and Defense, Industry, Critical Infrastructure, and the Twin Transition, with over 2,000 customers. Listed on Euronext Growth Milan, the Group operates through an asset-light model based on proprietary platforms, thanks to over 700 people, 32 locations across 5 countries, and the experience of more than 30 research projects completed with Italian and foreign Universities. The 19 acquisitions and subsequent integrations carried out since 2019 make Mare Group one of the main innovation aggregators in Italy and Europe.

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 - info@maregroup.it

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Contatti

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

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 – info@maregroup.it
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