Registration of the minutes of the Extraordinary Shareholders' Meet...

THIS PRESS RELEASE AND ANY INFORMATION CONTAINED IN THIS DOCUMENT MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN, TO "PERSONS RESIDENT IN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, 30 December 2024 - The Extraordinary Shareholders' Meeting of MAIRE S.p.A. ("MAIRE" or the "Company") held on 19 December 2024 (the "Shareholders’ Meeting") approved the proposal of enhancement of the increased voting rights mechanism adopted by the Company (the "Resolution"). The Resolution was registered with the Companies’ Register of Rome on 30 December 2024 (the “Registration Date”).

As of the Registration Date, Shareholders who did not participate in the approval of the Resolution are entitled to exercise their right of withdrawal in accordance with applicable law (the “Withdrawing Shareholders”). For the purposes of exercising the right of withdrawal, any legal or natural person in whose favour the registration of shares was completed after the record date (as defined in Article 83-sexies, paragraph 2, of Legislative Decree 58/1998, corresponding to 10 December 2024) and prior to the opening of the Shareholders' Meeting shall also be considered as not having participated in the approval of the Resolution.

Pursuant to Article 2437-ter of the Italian Civil Code, the settlement value at which the right of withdrawal is exercised is equal to Euro 7.385 per MAIRE share.

The effectiveness of the Resolution will cease (and, therefore, the enhancement of the 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 exceeds Euro 35 million in aggregate ("Withdrawal Amount"), and/or
(ii) the difference between (x) the value of 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 option 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, 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 Civil Code, or (if applicable) by third parties purchasing the withdrawal shares pursuant to Article 2437-quater, paragraph 4, of the Civil Code (the “Resolutive Condition”). The Company may in any case waive the Resolutive Condition, even if it has been fulfilled.

MAIRE shall promptly notify the market of the fulfilment or non-fulfilment (or waiver, if applicable) of the Resolutive Condition.

Terms and modalities for exercising the right of withdrawal

Pursuant to Article 2437-bis of the Italian Civil Code, the right of withdrawal may be exercised by eligible shareholders, in relation to all or part of the shares they hold, by submitting – within 15 calendar days from the Registration Date, and therefore no later than 14 January 2025 – a notice either via certified e-mail to corporatesecretary@pec.mairetecnimont.it or by registered letter with return receipt sent to the following address: MAIRE S.p.A., Via Gaetano De Castillia 6A, 20154 Milan (MI), for the attention of the Group Corporate Affairs and Governance Department (the "Withdrawal Declaration"). In the case of a Withdrawal Declaration sent by registered mail, Withdrawing Shareholders are encouraged to promptly share its content in advance via e-mail to segreteria.ufficiosocietariocompliance@groupmaire.com.

The Withdrawal Declaration may be submitted using the form available on the Company's website at www.groupmaire.com ("Governance" section - Shareholders' Meeting Documents" Shareholders Meeting Documents | Maire) as well as on the authorised storage mechanism "1info" (www.1info.it). In any case, the Withdrawal Declaration must include the following information: (i) the general information of the Withdrawing Shareholder; (ii) the number of shares for which the right of withdrawal is being exercised; and (iii) the intermediary with which the shares subject to the right of withdrawal is exercised are deposited, along with the relevant account details (the "Intermediary").

The Withdrawing Shareholder must also request the Intermediary, simultaneously with sending the Withdrawal Declaration to the Company, to issue the communication pursuant to Article 43, paragraph 1, of the Consolidated Post-Trading Provision of Consob and the Bank of Italy dated 13 August 2018, as subsequently amended (the "Communication"). This Communication must certify: (i) the uninterrupted ownership of the shares subject to withdrawal by the Withdrawing Shareholder from the opening of the Shareholders' Meeting until the date of the Communication, and (ii) the absence of pledges or other encumbrances on the shares for which the right of withdrawal has been exercised. If the shares subject to the right of withdrawal are pledged or otherwise encumbered in favour of third parties, the Withdrawing Shareholder must include, along with the Declaration of Withdrawal, a statement from the pledgee (or the party in whose favour the encumbrance has been established). This statement must provide the pledgee's (or such party's) irrevocable and unconditional consent to the release of the shares from the pledge and/or encumbrance, as well as to the liquidation of the shares subject to withdrawal in accordance with the withdrawing shareholder's instructions.

The Intermediary shall send the Communication via certified electronic mail to corporatesecretary@pec.mairetecnimont.it and shall render the MAIRE shares subject to the Withdrawal Declaration unavailable until the completion of the liquidation procedure.

It is the responsibility of the Shareholders that exercise the right of withdrawal: (i) to ensure the completeness and accuracy of the information provided in the Declaration of Withdrawal, and (ii) to ensure that the declaration is submitted to MAIRE no later than the deadline of 14 January 2025 (inclusive), as specified above. The Company assumes no responsibility in this regard. Withdrawal Declaration submitted after the aforementioned deadline, not in compliance with the prescribed procedures, lacking the required information, and/or not accompanied by the relevant Communication within the specified timeframe, will not be considered, and the right of withdrawal shall not be deemed to have been validly exercised.

Liquidation of shares for which the right of withdrawal has been exercised

If one or more of MAIRE's Shareholders exercise their right of withdrawal, the liquidation process will be conducted in compliance with the provisions of Article 2437-quater of the Italian Civil Code.

If the right of withdrawal is exercised by the eligible Shareholders, the Company will offer the withdrawal shares to the other shareholders on an option and pre-emptive basis. The Company will outline the terms of acceptance of the offer and provide all relevant information regarding the liquidation procedure for such shares in the offer notice, which will be filed with the Companies’ Register of Rome and published in a daily newspaper.

The terms and conditions of the liquidation procedure will be communicated within the timeframes and in the manner prescribed by the applicable laws and regulations.

In the event of fulfilment (in the absence of waiver) of the Resolutive Condition, the effectiveness of the Resolution will cease and consequently the liquidation of the withdrawal shares will not occur.

Unavailability of the shares subject to withdrawal

MAIRE's Shareholders are reminded that, in accordance with mandatory legal provisions, the right of withdrawal is irrevocable, and the shares for which the right of withdrawal has been exercised may not be sold or otherwise disposed of until they are transferred as part of the liquidation procedure or until the fulfilment (in the absence of waiver) of the Resolutive Condition has been verified.

***

MAIRE furthermore announces that the minutes of the Extraordinary Shareholders’ Meeting held on 19 December 2024 is available to the public at the registered office in Rome, the operational office in Milan, on the Company’s website www.groupmaire.com ("Governance" section - Shareholders' Meeting Documents" Shareholders Meeting Documents | Maire), as well as on the authorised storage mechanism "1info" (www.1info.it). With the same formalities and following the registration with the Companies Register of Rome on today’s date, the updated By-Laws of MAIRE is also available to the public.

***

This notice is available on the website www.groupmaire.com (Governance" section - Shareholders' Meeting Documents" Shareholders Meeting Documents | Maire) and will be published in the newspaper "Milano Finanza" of 31 December 2024.

***

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.