PRESS RELEASE
Mare Group S.p.A. – P.IVA IT07784980638 – Cap. Soc. € 5.123.467,00 i.v.
Tel. +39 081 8036677 – Fax +39 081 3177513 – www. maregroup.it – info@ maregroup.it
MARE GROUP APPROVES THE COMMON MERGER PLAN
FOR THE MERGER BY INCORPORATION OF EASYGO AND EMM
Salerno, 17 September 2026 Mare Group S.p.A. (ticker MARE.MI ), a high -technology engineering company listed on Euronext Growth Milan and operating in Italy and abroad in innovation through proprietary platforms (“ Mare Group ” or the “ Company ”), announces that today the Board of Directors of the Company approved the common merger plan for the merger by incorporation, pursuant to Article 2505 of the Italian Civil Code, of EasyGo S.r.l. (“EasyGo”) and of E.M.M. S.r.l. (“ EMM ” and, together with EasyGo, the “ Merging Companies ” and, together with Mare Group, the “Companies Participating in the Merger ”) into the Company (the “ Merger Plan ”).
The mergers by incorporation (the “ Mergers ”) are part of the broader process of integration and corporate reorganisation of Mare Group, aimed at creating new synergies, including through the simplification of the governance structure, and at enhancing the opera ting, administrative and management synergies existing between Mare Group and the companies it controls.
The Mergers qualify pursuant to and for the purposes of Article 2505 of the Italian Civil Code and, therefore, the simplifica tions provided for by the applicable legislation apply.
In particular, as a result of the Mergers, the quotas representing the share capital of the Merging Companies will be cancell ed without any exchange ratio or cash adjustment and without the issue of new quotas to Mare Group, which will instead have its own interest cancelled, held directly in EasyGo and indirectly in EMM, since it holds 100% of the share capital of EasyGo, which in turn holds 100% of the share capital of EMM.
Furthermore, Mare Group will not make any change to its share capital and will take over the assets and liabilities of the Me rging Companies once the Mergers have been completed. For further information on the Mergers, reference is made to the content of t he relevant Merger Plan, which will be made available to the public at the registered office and on the website of Mare Group, together with the compl ete financial statements for the last three financial years of each of the Companies Participating in the Merger. In this respect, it is noted that Mare Group, EasyGo and EMM are not in any of the circumstances preventing the merger set out in Article 2501, paragraph 2, of the Italian Civil Code.
It is also noted that the resolution on the Mergers will be adopted: (i ) for Mare Group, by the Board of Directors, as provided for by Article 24.1 of the by -laws of the Company, without prejudice to the right of the shareholders of Mare Group holding shares representing at least 5% of the share capital to request (pursuant t o Article 2505, paragraph 3, of the Italian Civil Code), within 8 days of the registration of the Merger Plan with the competent Companies’ Register, that such resolution be adopted by the shareholders’ meeting (the “Exercise of t he Right under Article 250 5 of the Italian Civil Code”); (ii) for EasyGo, the resolution will be adopted by its quotaholders’ meeting before a notary; and (iii) for EMM, the resolution will be adopted by its quotaholders’ meeting before a notary. In the absence of a request relating to the Exercise of the Right under Art icle 2505 of the Italian Civil Code, the Board of Directors of Mare Group will proceed to approve the Mergers.
Requests (together with the certification of ownership of the Mare Group shares issued by an intermediary authorised under applicable law) must be received within 8 days of the registration of the Merger Plan with the competent Companies’ Register, by certified el ectronic mail to maregroup@pec.it.
The civil law effects of the Mergers will occur, pursuant to Article 2504 -bis, paragraph 2, of the Italian Civil Code, alternatively (i ) on the date of the last of the registrations of the deed of merger with the Companies’ Register, or (ii) on a later date set out in the d eed of merger. The accounting and tax effects of the Mergers will instead run from the first day of the financial yea r in progress on the date on which the Mergers become effective for civil law purposes.
Finally, it is noted that, pursuant to the “Related Party Transactions Procedure” approved by the Board of Directors of the C ompany on 10 May 2024 (the “RPT Procedure”), EasyGo and EMM qualify as related parties of Mare Group. However, it is noted that, pursuant to Article 2.1, letter (h) of the RPT Procedure, the latter does not apply to transactions with or between companies controlled by Mare Group , as there are no significan t interests of other related parties of the Company in the case at hand, without prejudice to the disclosure obligations incu mbent on the Company as an issuer of securities admitted to trading on Euronext Growth Milan.
The Merger Plan will be filed by Mare Group and EMM with the Companies’ Register of Naples and by EasyGo with the Companies’ Register of Milano Monza Brianza Lodi and will be made available to the public at the registered office of Mare Group and on the we bsite of the Company https://www.maregroup.it in the “Investor Relations” section.
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Mare Group S.p.A. – P.IVA IT07784980638 – Cap. Soc. € 5.123.467,00 i.v.
Tel. +39 081 8036677 – Fax +39 081 3177513 – www. maregroup.it – info@ maregroup.it
2 This press release is available on the Company’s website https://www.maregroup.it/investor -relations and on the authorised storage and dissemination system for regulated information “1INFO”, available at https://www.1info.it/ .
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Mare Group
With a history that began in 2001, Mare Group is a High -Technology Engineering company operating in strategic sectors such as Aerospace & Defence , Industry & Transportation, Critical Infrastructure and Building. Listed on Euronext Growth Milan, the company operates as a n industrial platform built on proprietary technologies and platforms, thanks to more than 700 people, 35 offices in 5 countrie s and the experience of more than 30 research projects completed with Italian and foreign universities. The numerous acquisitions and subsequent integrations carried out since 2019 make Mare Group one of the leading independent players in innovative engineering, in Italy and Europe.
Contact Info
Investor Relations Manager: Gennaro Tesone c/o Mare Group – Via Ex Aeroporto SNC, 80038 Pomigliano d’Arco – T. +39 081 803 6677 – e-mail investor -relator@maregroup.it Investor Media Relations Advisor: IRTOP Consulting Via Bigli, 19 – 20121 Milano tel. +39 0245473883 e-mail ir@irtop.com Business Media Relations Advisor: My Twin Communication Via Monferrato, 13 – 20144 Milano tel. +39 335 5985809 (M. Messori) | +39 375 6115009 (M. Coppola)
e-mail: mare-group@mytwincommunication.com
Euronext Growth Advisor: illimity Bank S.p.A.
Via Soperga 9, 20124 Milano tel. +39 0282849699 – e-mail maregroup@furstenberg.com Specialist: MIT SIM S.p.A.
Corso Venezia 16, 20121 Milano tel. +39 0230561270 – e-mail investor.relations@mitsim.it