PRESS RELEASE
Mare Group S.p.A. – P.IVA IT07784980638 – Cap. Soc. € 4.748.467,00 i.v. Tel. +39 081 8036677 – Fax +39 081 3177513 – www.maregroup.it – info@maregroup.it MARE GROUP EXPANDS ITS DRONE SUPPLY CHAIN FOR AEROSPACE & DEFENCE: ACQUIRED CTMAVIO - Design, production and certification of engines and UAV systems integrated on a single industrial platform - CTM figures1 in 2025: Production value €8.3 million, EBITDA €3.2 million - NFP as at 30/06/2026 equal to €0.1 million (net cash) - Closing by 15 November 2026 for €9.0 million: €6.0 million in cash (of which €4.0 million at closing and €2.0 million in an escrow account) and €3.0 million in new Mare Group shares valued at €5.60 per share - Investments of up to €2 million to double production capacity by the first half of 2027 Salerno, 24 July 2026 Mare Group S.p.A. (ticker MARE.MI), a high-technology engineering company listed on Euronext Growth Milan and active in Italy and abroad in innovation through proprietary platforms (“Mare Group” or the “Company”), on 24 July 2026 signed a binding agreement for the acquisition of the entire share capital (the “Transaction”) of CTMAVIO S.r.l. (“CTMAVIO”), a precision manufacturing operator for engines, aircraft and drones in the aeronautical and aerospace sector. The completion of the acquisition (the “Closing”), expected by 15 November 2026, is subject, among others, to the positive outcome of the legal requirements on Golden Power. Antonio Maria Zinno, CEO of Mare Group, stated: “Following the operations on NIDO, in uncrewed autonomously guided systems, and on GMSPAZIO, in the space domain, with CTMAVIO we are adding proprietary manufacturing capacity for components and structures for engines, aircraft and drones: a further step in the consolidation of an integrated industrial platform forAerospace & Defence. The evolution of the market and of European industrial policies rewards operators able to oversee the entire value chain, from design to production through to certification. This is the direction Mare Group has chosen to follow. The acquisition immediately strengthens our production capacity, increases the contribution of high-value-added manufacturing activities and creates the conditions for doubling production capacity by the first half of 2027”. Davide Napolitano, CEO of CTMAVIO, stated: “Joining Mare Group brings the manufacturing expertise we have built over these years in engines, aircraft and drones into a supply chain that designs, produces and certifies under a single direction. It is an opportunity to grow, invest and take on programmes of a scale that today requires critical mass, industrial capacity and a long-term vision”. CTMAVIO was established on 29 December 2025 through the contribution of the aerospace business unit of CTM S.r.l. (“CTM”) and has not yet completed its first financial year. Therefore, the 2025 economic figures of the contributing company CTM are reported: production value of €8.3 million and EBITDA of €3.2 million. The contribution was carried out with a substantially nil net financial position. As at 30 June 2026, CTMAVIO’s NFP is positive by approximately €0.1 million (net cash). With five plants in Italy, CTMAVIO designs and produces precision components, tooling and structures in metal and composite materials for aeronautical, engine and remotely piloted (UAV) systems applications, following the entire production cycle: from design and industrialisation to production, surface treatments, assembly, maintenance and quality control, in support of the Aeronautics, Space and Defence sectors. Mare Group plans, following the acquisition, to concentrate all production activities at a single site dedicated to Aerospace and Defence in the metropolitan area of Naples, at an existing CTM site of 25,000 sqm, integrating the activities currently distributed across Pomigliano d’Arco, Capua, Acerra and Limatola. The investment, to be completed in the first half of 2027 for a maximum amount of €2 million, will make it possible to rationalise production, develop economies of scale and double the current production capacity. Structure of the transaction The consideration for 100% of the share capital of CTMAVIO is €9 million. The amount will be paid by Mare Group as follows: €4 million paid at Closing, €2 million deposited in an escrow account, released according to the contractual terms over 24 months, and €3 million through the issue of a maximum of 535,714 new Mare Group ordinary shares, valued at €5.60 each, subscribedby CTM through a capital increase reserved to it, and subject to a 24-month lock-up from the delivery date. 1 CTMAVIO was established through the contribution of the entire aerospace business unit of CTM S.r.l. which took place on 29 December 2025, it does not yet have a complete financial year of its own, and therefore the 2025 economic figures of the contributing company CTM are reported.
Mare Group S.p.A. – P.IVA IT07784980638 – Cap. Soc. € 4.748.467,00 i.v. Tel. +39 081 8036677 – Fax +39 081 3177513 – www.maregroup.it – info@maregroup.it 2 Representations, warranties and indemnities CTM has granted Mare Group a package of representations, warranties and indemnities in line with market best practice. Financing arrangements The cash component is financed with Mare Group’s own resources; the share component is paid through the issue of new shares serving the capital increase reserved to CTM. *** The transaction does not qualify as a related-party transaction under the applicable rules. The transaction does not fall among the significant transactions referred to in Art. 12 of the Euronext Growth Milan Issuers’ Regulation, nor does it determine a reverse take-over pursuant to art. 14 of the same Regulation. *** This press release is available on the Company’s website https://www.maregroup.it/investor-relations and on the authorised system for the transmission and storage of regulated information “1INFO” available at the address https://www.1info.it/. *** Mare Group With a history that began in 2001, Mare Group is a High-Technology Engineering company operating in strategic sectors such as Aerospace and Defence, 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 offices 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. 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