PRESS RELEASE
Mare Group S.p.A. – VAT IT07784980638 – Share Capital € 4,748,467.00 fully paid up Tel. +39 081 8036677 – Fax +39 081 3177513 – www.maregroup.it – info@maregroup.it
MARE GROUP APPROVES MERGER PLAN BY INCORPORATION OF RACK PERUZZI
Salerno, July 13, 2026
Mare Group S.p.A. (ticker MARE.MI), a high-tech engineering company listed on Euronext Growth Milan and active in Italy and abroad in innovation through proprietary platforms (“Mare Group” or the “Company”), announces that, as of today, the Company’s Board of Directors has approved the merger plan by incorporation pursuant to art. 2505 of the Italian Civil Code of Rack Peruzzi S.r.l. (“Rack Peruzzi” and, together with Mare Group, the “Companies Participating in the Merger”) into the Company (the “Merger Plan”).
The merger operation (the “Merger”) continues Mare Group’s path of integration and corporate reorganization, aimed at simplifying the governance structure and enhancing operational, administrative, and management synergies between Mare Group and its subsidiaries.
Since the share capital of Rack Peruzzi is wholly owned by Mare Group, the Merger qualifies as the incorporation of a wholly-owned company, pursuant to and for the effects of Article 2505 of the Italian Civil Code. Therefore, the simplifications provided for by the applicable regulations will apply to the Merger. In particular, the shares representing the share capital of Rack Peruzzi will be cancelled as a result of the Merger without any exchange or cash adjustment and consequent issuance of new shares for the sole shareholder Mare Group, which will instead see its direct participation in Rack Peruzzi cancelled due to its 100% ownership of the latter’s share capital. Furthermore, Mare Group will not make any changes to its share capital and will assume the assets and liabilities of the Company being Incorporated into its own assets once the Merger is completed.
For further information regarding the Merger, please refer to the content of the relevant Merger Plan, available at the registered office and on Mare Group’s website, along with the complete financial statements of each of the Companies Participating in the Merger for the last three fiscal years. In this regard, it is stated that Mare Group and Rack Peruzzi do not fall within the conditions of impediment provided for in Article 2501, paragraph 2, of the Italian Civil Code.
Furthermore, it is stated that the decision regarding the Merger will be adopted: (i) for Mare Group by the Board of Directors, as provided for by Article 24.1 of the Company’s Articles of Association, subject to the possibility for Mare Group shareholders holding shares representing at least 5% of the share capital to request (pursuant to art. 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 decision be made by the shareholders’ meeting (the “Exercise of Rights under Art. 2505 of the Italian Civil Code”); and (ii) for Rack Peruzzi, the decision regarding the Merger will be adopted by its shareholders’ meeting in notarial form. In the absence of the request relating to the Exercise of Rights under Art. 2505 of the Italian Civil Code, Mare Group’s Board of Directors will proceed to approve the Merger. Requests (together with certification of ownership of Mare Group shares issued by a legally authorized intermediary) must be received within 8 days of the registration of the Merger Plan with the competent Companies Register via certified email to maregroup@pec.it.
The civil effects of the Merger will take effect, pursuant to art. 2504-bis, paragraph 2, of the Italian Civil Code, alternatively, (i) on the date of the last registration of the merger deed with the Companies Register, or (ii) on a subsequent date identified in the merger deed. The accounting and tax effects of the Merger, however, will take effect from the first day of the financial year in progress on the date on which the Merger becomes legally effective.
Finally, it is noted that pursuant to the “Related Party Transactions Procedure”, approved by the Company’s Board of Directors on May 10, 2024 (the “RPT Procedure”), Rack Peruzzi qualifies as a related party of Mare Group, being wholly controlled by the Company. However, it is noted that, pursuant to art. 2 (Scope of Application) of the RPT Procedure, the Merger in question is exempt from the application of the RPT Procedure as it is carried out with a company controlled by Mare Group and there are no significant interests of other related parties of the Company, except for the fulfillment of the information obligations incumbent upon it as an issuer of securities admitted to trading on Euronext Growth Milan.
Mare Group S.p.A. – VAT IT07784980638 – Share Capital € 4,748,467.00 fully paid up Tel. +39 081 8036677 – Fax +39 081 3177513 – www.maregroup.it – info@maregroup.it 2 The Merger Plan, filed today by Mare Group and Rack Peruzzi with the Companies Register of Naples and Turin, is available to the public at Mare Group’s registered office and on the Company’s website www.maregroup.it in the Investor Relations section.
*** This press release is available on the Company’s website https://www.maregroup.it/investor-relations and on the authorized information transmission and storage system “1INFO” available at https://www.1info.it/.
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Mare Group
With a history dating back to 2001, Mare Group is a High-Technology Engineering company operating in strategic sectors such as Aerospace and Defense, Industry and Transport, Critical Infrastructure and Construction, with over 2,000 clients and a subsidiary dedicated to SMEs. Listed on Euronext Growth Milan, the company operates through an asset-light model based on proprietary platforms, thanks to over 700 people, 35 locations in 5 countries, and the experience of more than 30 research projects completed with Italian and foreign universities. The 19 acquisitions and subsequent integrations carried out since 2019 make Mare Group one of the leading independent players in innovative engineering in Italy and Europe.
Contacts
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 Milan tel. +39 0245473883
e-mail ir@irtop.com
Business Media Relations Advisor: My Twin Communication Via Monferrato, 13 – 20144 Milan 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 Milan tel. +39 0282849699 – e-mail maregroup@furstenberg.com
Specialist: MIT SIM S.p.A.
Corso Venezia 16, 20121 Milan tel. +39 0230561270 – e-mail investor.relations@mitsim.it