THIS PRESS RELEASE AND ANY INFORMATION CONTAINED IN THIS DOCUMENT MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, TO "PERSONS RESIDENT IN THE UNITED STATES" (ACCORDING TO THE DEFINITION OF THE UNITED STATES SECURITIES ACT OF 1933) OR IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW


Milan, 19 December 2024 – The Extraordinary Shareholders' Meeting of MAIRE S.p.A. (the "Company"), convened today on first call, approved the proposed amendments to Article 6-bis ("Increased Voting Rights") of the By-Laws aimed at enhancing the currently applicable increased voting rights mechanism (the "Resolution").

The aforementioned amendments to the By-laws shall be effective as of the date of registration of the Resolution with the competent Companies’ Register. From that same date, shareholders who did not participate in the adoption of the Resolution (i.e., those who were absent, dissenting, or abstained) will have the right (but not the obligation) to exercise their right of withdrawal, pursuant to Article 2437-bis of the Italian Civil Code, as referenced in Article 127-quinquies of the Consolidated Finance Act (the "Withdrawing Shareholders"). The settlement value for the purpose of withdrawal is EUR 7.385 per MAIRE share. 

The registration of the Resolution with the competent Companies’ Register, along with the terms and procedures for exercising the right of withdrawal, will be communicated to the market by the Company in accordance with applicable laws and regulations.

It should be noted that the effectiveness of the Resolution will cease (and, therefore, the enhancement of increased voting rights and the related right of withdrawal will also cease) if:

  • (i) the total cash amount, if any, to be paid by MAIRE to the Withdrawing Shareholders ("Withdrawal Amount") exceeds EUR 35 million in aggregate, and/or
  • (ii) the difference between (x) the value of the MAIRE share for the purposes of the withdrawal settlement (equal to EUR 7.385 per MAIRE share) and (y) the closing price of MAIRE share on the last day of the offer period to shareholders of the shares of the Withdrawing Shareholders, multiplied by the number of non-pre-empted MAIRE shares subject to withdrawal, exceeds a total amount of EUR 2.5 million.

As said, it should be noted that the Withdrawal Amount shall be calculated net of the amounts payable by shareholders exercising their option and pre-emption rights pursuant to Article 2437-quater, paragraphs 1 and 3, of the Italian Civil Code, or (if applicable) by third parties purchasing the Withdrawal Shares pursuant to Article 2437-quater, paragraph 4, of the Italian Civil Code (the “Resolutive Condition”). The Company may in any case waive the Resolutive Condition, even if it is fulfilled. Further information on the fulfilment or non-fulfilment (or waiver, where applicable) of the Resolutive Condition will be communicated in the manner and within the terms provided by the applicable legal and regulatory provisions.

For further information on the amendments to the By-Laws approved today, please refer to the documentation available on the websitewww.groupmaire.com ("Governance" section/" Shareholders' Meeting Documents" Shareholders Meeting Documents | Maire), as well as on the authorised storage mechanism "1info" (www.1info.it), where the new By-laws of the Company, as amended by today's Shareholders' Meeting, along with the minutes of the Extraordinary Shareholders' Meeting will also be made available within the terms established by the applicable regulations.                                                                                  

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The summary account of voting shall be made available on the Company website www.groupmaire.com (“Governance” section “Shareholders’ Meeting Documents” Shareholders Meeting Documents | Maire) in accordance with Article 125-quater of the Consolidated Finance Act, by the required deadline of five days after the Shareholders’ Meeting.                                                                                  

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This press release is for informational purposes only and is not intended and does not constitute an offer or invitation to exchange, sell, or solicit an offer to subscribe to or purchase, or an invitation to exchange, purchase, or subscribe to any financial instrument or any part of the business or assets described herein, any other participation, or a solicitation of any vote or approval in any jurisdiction, in relation to this transaction or otherwise, nor will any sale, issuance, or transfer of financial instruments take place in any jurisdiction in violation of applicable law. This press release should not be construed in any way as a recommendation to anyone reading it. No offer of financial instruments will be made. This press release is not a prospectus, a financial product information document, or any other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017. The provision, publication, or distribution of this document in certain jurisdictions may be restricted by law, and therefore, persons in jurisdictions where this document is released, published, or distributed must inform themselves and comply with such restrictions. This press release does not constitute an offer to sell financial instruments in the United States under the U.S. Securities Act of 1933 (the “Securities Act”) or in any other jurisdiction where it is illegal to do so, or a solicitation of votes. The financial instruments referred to in this press release have not been and will not be registered under the Securities Act or the laws concerning financial instruments of any state of the United States, and any statement to the contrary constitutes a violation of the law. The financial instruments referred to in this press release may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, as defined in Regulation S under the Securities Act, except pursuant to an exemption or in a transaction not subject to the registration requirements of the Securities Act and applicable state or local laws regarding financial instruments.