Mare Engineering Group — Regulatory Filings 2025

Jan 30, 2025

BOARD OF DIRECTORS OF MARE GROUP:

• 2025 FINANCIAL CALENDAR;
• GUIDANCE APPROVAL: MARCH 28, 2025;
• INCREASE IN SHARE BUYBACK AUTHORIZATION UP TO €10 MILLION;
• NEW INCENTIVE MEASURES FOR 2025-2027.

Pomigliano d'Arco (NA), January 29, 2025 – The Board of Directors of Mare Group S.p.A. (ticker MARE.MI), listed on Euronext Growth Milan, a leader in digital engineering working with large enterprises in Italy and abroad to drive innovation through enabling technologies ("Mare Group", the "Company" or the "Group"), met today and approved, pursuant to Article 17 of the Euronext Growth Milan Issuers' Regulations, the corporate events calendar for 2025. Additionally, in line with its strategy of maintaining an open and transparent dialogue with the market, the Company has also scheduled investor meetings.

Date	Evente
February 28, 2025	Board of Directors meeting for the approval of preliminary results as of December 31, 2024
March 28, 2025	Board of Directors meeting for the approval of the draft annual financial statements and consolidated financial statements as of December 31, 2024, and for the approval of 2025 guidance
April 28, 2025	Shareholders' Meeting (first call) for the approval of the annual financial statements as of December 31, 2024, and presentation of the consolidated financial statements as of December 31, 2024
April 29, 2025	Shareholders' Meeting (if necessary, second call) for the approval of the annual financial statements as of December 31, 2024, and presentation of the consolidated financial statements as of December 31, 2024
September 26, 2025	Board of Directors meeting for the approval of the Consolidated Half-Year Financial Report as of June 30, 2025, voluntarily subject to limited audit review

Data	Evento	Luogo
February 18, 2025	EnVent Winter Conference - Westin Palace	Milan
April 07, 2025	IRTOP EGM Investor Day	Milan
May 13, 2025	Equity Forum German Spring Conference	Frankfurt
October 7-8, 2025	Investor Access	Paris
October 10, 2025	IRTOP Lugano Investor Day	Lugano
November 12, 2025	IRTOP EGM Investor Day	Milan
December 2-3, 2025	Virgilio Mid&Small Cap	Milan

During the same meeting, in compliance with the shareholders' resolution of March 1, 2024, the Board approved an increase in the share buyback program initially authorized on June 17, 2024, extending the limit to a maximum of 2,990,000 shares to create a socalled "treasury stock" to support the Company's growth projects and any incentive plans. Share repurchases may be executed up to a maximum total amount of €10,000,000, while maintaining all other provisions of the shareholders' authorization and the approved program.During the same meeting, in compliance with the shareholders' resolution of March 1, 2024, the Board approved an increase in the share buyback program initially authorized on June 17, 2024, extending the limit to a maximum of 2,990,000 shares to create a so-called "treasury stock" to support the Company's growth projects and any incentive plans. Share repurchases may be executed up

Tel. +39 081 8036677 Fax +39 081 3177513

to a maximum total amount of €10,000,000, while maintaining all other provisions of the shareholders' authorization and the approved program.

The Board of Directors also approved new incentive measures for directors and employees in senior roles. These measures, aimed at supporting the achievement of strategic corporate objectives for the 2025-2027 period, include a Stock Grant Plan ("Mare Group 2025- 2027 Stock Grant Plan") and a Stock Option Plan ("Mare Group 2025-2027 Stock Option Plan"), (also "the Plans") and the definition of a variable remuneration component for directors holding specific executive roles. If fully executed, the two Plans will result in the issuance of up to 1,000,000 new shares, with a maximum dilution of 6.69%. The approved measures aim to align the beneficiaries' compensation with the execution of the corporate strategy, thereby creating medium-to-long-term value for shareholders, incentivizing key resource retention to ensure business continuity and sustainability, and maintaining competitive remuneration in the market.

The Stock Grant Plan, dedicated to executives in key roles, provides for the allocation of up to 400,000 rights, convertible into shares upon achieving defined performance targets. If the shares are not available from the Company's own share buybacks, they will be issued through a free capital increase of up to €99,600.00, to be executed in tranches pursuant to Article 2349 of the Italian Civil Code using available reserves.

The Stock Option Plan, intended for directors holding specific executive responsibilities within the Company and its subsidiaries, provides for the allocation of up to 600,000 options, allowing the purchase of shares at a price equal to the net asset value per share. To implement the plan, the Board will propose to the Extraordinary Shareholders' Meeting a paid divisible capital increase of up to €852,000, through the issuance of 600,000 new shares with the same characteristics as those currently in circulation, with exclusion of pre-emptive rights pursuant to Article 2441 of the Italian Civil Code. The shares may also be sourced from existing treasury shares.

The Board will also propose to the Shareholders' Meeting a variable compensation component for executive directors of up to €500,000 (total amount due across all financial years until the end of the mandate), linked to the achievement of new objectives, potentially payable in treasury shares and/or to offset the costs associated with the Stock Option Plan.

These resolutions were adopted following the favorable opinion of the Related Parties Committee, issued on January 29, 2025.

The Board has delegated the Chairman and the CEO to initiate the procedures for convening the Shareholders' Meeting to deliberate on the necessary approvals.

The corporate events calendar and investor meetings schedule for 2025, along with all accompanying documentation, will be made publicly available within the legally required timeframes and can be accessed at the Company's registered office and in the "Investor Relations" section of the website https://www.maregroup.it.

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

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About the Company

Founded in 2001, Mare Group, a digital engineering company listed on the Euronext Growth Milan market, operates across the entire value chain of technological innovation. With over 2,000 clients, more than 300 employees, and 16 operational and commercial locations, Mare Group is a key player in the Italian innovation ecosystem. Significant investments in R&D and the 11 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 market presence

Contact Info

Emittente - 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

Tel. +39 081 8036677 Fax +39 081 3177513