Mare Engineering Group — Major Shareholding Notification 2025

Jul 2, 2025

MARE GROUP EXCEEDS 20% OF ELES' SHARE CAPITAL OBJECTIVE: BECOME THE LEADING SHAREHOLDER OF ELES TO PROPOSE AN AMBITIOUS INDUSTRIAL GROWTH PLAN PUBLIC OFFER TO LAUNCH IN JULY

Salerno, July 2, 2025

Mare Engineering Group S.p.A., an engineering company listed on Euronext Growth Milan (ticker MARE.MI) and active in Italy and internationally in innovation through enabling technologies ("Mare Group" or the "Offeror"), in the context of the voluntary partial public purchase and exchange offer (the "Offer") for the ordinary and multiple voting shares of Eles Semiconductor Equipment S.p.A. ("Eles"), announced on June 10, 2024, announces that it has exceeded the threshold of 20% of Eles' share capital.

Following purchases made on July 1, the Offeror now holds a total of 3,586,000 Ordinary Shares, representing approximately 20.1694% of Eles' share capital and 18.9172% of voting rights.

Antonio Maria Zinno, CEO of Mare Group, stated: "Exceeding the 20% threshold in less than three weeks speaks for itself: the market has responded decisively to our proposal. We are now entering the final phase, and the offer will be launched swiftly, with the acceptance period for the public purchase and exchange offer set to begin in July. Our goal is to become the largest shareholder and quickly implement an ambitious industrial growth plan, giving Eles a new and more dynamic growth trajectory through commercial, technological, and operational synergies with Mare Group".

Upon satisfaction of the Offer Conditions, as set out in the announcement pursuant to Article 102 of the Italian Consolidated Finance Act (TUF), Mare Group will grant:

• a Mixed Consideration consisting of
  • (i) a cash component of €2.05985, and
  • (ii) a component represented by ordinary shares of Mare Group, equal to 0.05 newly issued ordinary shares without nominal value and with regular dividend entitlement,

or, alternatively, at the option of the shareholders participating in the Offer,

• a Cash Consideration of €2.25 for each share tendered in the Offer.

The Offer is aimed at reaching 29.99% of the voting rights in Eles.

As this is a voluntary partial offer, if, during the acceptance period, the number of shares tendered exceeds the number of shares subject to the Offer, the Allocation will be applied on a pro-rata basis. Accordingly, the Offeror will purchase from all shareholders who have tendered shares into the Offer the same proportion of shares tendered by each of them.

The Allocation will apply exclusively to shares tendered into the Offer. Any purchases made, or that may be made, outside the Offer—at a price not exceeding the Offer consideration, i.e., €2.25—will not be subject to allocation.

For all details and terms of the offer, the announcement pursuant to Article 102 of Legislative Decree No. 58/1998 (TUF) is available on the website https://www.maregroup.it/investor-relations. More comprehensive information, including financial data, in accordance with legal and regulatory requirements, will be published in the Offer Document within the timeframe and according to the procedures set forth by the applicable regulations.

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

About the Company

Founded in 2001, Mare Group is an engineering company listed on Euronext Growth Milan, with a business model based on proprietary technology platforms. With over 2,000 clients, a team of more than 500 people, and 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, followed by 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 s.n.c., 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