• Powers granted to the Chairman Fabrizio Di Amato
  • Alessandro Bernini confirmed as Chief Executive Officer and Chief Operating Officer[1] and relevant powers granted
  • Set up of Internal Committees within the Board confirmed and relevant members appointed
  • The new 231 Supervisory Body appointed
  • The new Group Chief Financial Officer appointed

Milan, 14 April 2025 – The Board of Directors of MAIRE S.p.A. (the “Company” or “MAIRE”), which met today following the ordinary Shareholders' Meeting, acknowledged the confirmation of Fabrizio Di Amato as Chairman of the Board of Directors, conferring upon him, in addition to the powers granted by the law and MAIRE’s By-laws, certain powers including, among others, management of institutional and external relations as well as initiatives regarding Corporate Governance, Ethics, Diversity & Inclusion, Compliance, and the supervision of the implementation of the strategic and sustainability plans approved by the Board of Directors.

The Board of Directors has also confirmed Alessandro Bernini as Chief Executive Officer (CEO) and Chief Operating Officer1, granting him the executive powers of attorney in order to manage and coordinate the Group’s activities, in his capacity as CEO, i.e. the officer responsible for the Company’s management, and, as such, in charge of the institution and management of the internal control and risk management system.

The Board of Directors has also determined, on the basis of available information and the statements made by those involved, and confirmed that all the Directors meet the requirements to hold the office of Director of the Company in accordance with the current law and regulations and MAIRE’s By-laws. Furthermore, considering the recommendation No. 7 of the Corporate Governance Code (the "Code") and the quantitative and qualitative criteria defined by the Board of Directors to implement the same recommendation, the Board has confirmed the independence requirements under the law and the Code for the following Directors: Valentina Casella, Paolo Alberto De Angelis, Cristina Finocchi Mahne, Isabella Nova and Michela Schizzi.

The Board of Statutory Auditors also met today, upon verification of the proper application of the criteria and procedures to assess the independence of its non-executive members adopted by the Board of Directors, has verified that its members Raffaella Annamaria Pagani, Pietro Carena and Andrea Bonelli meet the professional, integrity and independence requirements laid down by the law and the Code, provided also the quantitative and qualitative criteria defined by the Board of Directors to implement the recommendation No. 7, also applicable to the Statutory Auditors.

Therefore, the Board of Directors of MAIRE S.p.A., which will remain in office for the period 2025-2027 until the approval of the financial statements as at 31 December 2027, is composed by the following members:

Fabrizio Di Amato                Chairman of the Board of Directors, executive

Alessandro Bernini                     Chief Executive Officer and Chief Operating Officer 1

Luigi Alfieri                                  Non-executive Director

Valentina Casella                        Non-executive Director and Independent

Paolo Alberto De Angelis           Non-executive Director and Independent

Cristina Finocchi Mahne            Non-executive Director and Independent

Stefano Fiorini                             Non-executive Director

Isabella Nova                               Non-executive Director and Independent

Michela Schizzi                            Non-executive Director and Independent

The Board of Directors has also confirmed that the following Committees are set up, appointing as well relevant members:

  • (i) the Control, Risk and Sustainability Committee, consisting of non-executive Directors and independent Valentina Casella(Chairman) and Isabella Nova and non-executive Director Stefano Fiorini, all of them with appropriate expertise and knowledge in accounting and finance or risk management;
  • (ii) the Remuneration Committee, consisting of non-executive Directors and independent Paolo Alberto De Angelis (Chairman) and Michela Schizzi and non-executive Director Luigi Alfieri, all of them with appropriate expertise and knowledge in financial matters and remuneration policies;
  • (iii) the Related-Party Committee, consisting of the following Directors all non-executive and independent, Valentina Casella (Chairman), Cristina Finocchi Mahne and Paolo Alberto De Angelis.

The Board of Directors – implementing the recommendation No. 13 of the Code, being the conditions met - has also confirmed the Independent non-executive Director Cristina Finocchi Mahne as the Lead Independent Director.

The Board of Directors has also confirmed, until revocation, Simona Dolce as Secretary of the Board of Directors of the Company.

Finally, following the expiration of the Company’s 231 Supervisory Body mandate, the Board of Directors appointed as members of the Company’s 231 Supervisory Body, Franco Rossi Galante (Chairman), Gabriele Faggioli and Erica Vasini. The 231 Supervisory Body will remain in office until the approval of the financial statements as at 31 December 2027.

Effective today, Mariano Avanzi – currently Manager responsible for the preparation of the Financial Reports of MAIRE with certification responsibilities also regarding sustainability reporting and Deputy Chief Financial Officer, effective from 24 October 2024 – will also take on the role of Group Chief Financial Officer of MAIRE. In his role as Group CFO, Mariano Avanzi will replace Fabio Fritelli, who will therefore exclusively hold the position of Managing Director of the subsidiary company NextChem S.p.A., thus fully implementing the organizational structure that NextChem S.p.A. and NextChem Group have adopted in 2024, with the aim of ensuring an increasingly effective and efficient management, and the continuous growth of the STS business unit of MAIRE Group.

As of today, Mariano Avanzi holds no. 1,812 ordinary shares of MAIRE, deriving from the Company's incentive plans. Fabio Fritelli holds no. 13,472 ordinary shares of MAIRE, of which no. 3.472 deriving from the Company's incentive plans, and no. 100 “Senior Unsecured Sustainability-Linked Notes Due 2028” issued by MAIRE.

The curriculum vitae of Mariano Avanzi is available on Company’s website www.groupmaire.com, section “Governance/Governance Model” – “Supervisory Bodies” - “Group CFO and Manager Responsible for the preparation of the Financial Reports” (Supervisory Bodies | Maire).

[1] Alessandro Bernini has been confirmed as Chief Operating Officer with effect from 12 May 2025.