Launch of the Treasury Share Buyback program for the Group equity share incentive plans
PRESS RELEASEMilan, 28 November 2025 – Pursuant to Art. 144-bis of the Consob Regulation no. 11971/1999 (the “Issuers’ Regulation”) as well as to Art. 2, paragraph 1 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 (the “1052 EU Regulation”), MAIRE S.p.A. (the “Company” or “MAIRE”) announces that, on 1 December 2025, the treasury share buyback program (the “Program”) will be launched, pursuant to Art. 5 of the Regulation (EU) no. 596/2014 (the “MAR”). The program will be used to serve the “2021-2023 Long-term Incentive Plan” (with reference to the so-called “Second Deferred Quota”), the “2022-2024 Long-term Incentive Plan” (with reference to the so-called “First Deferred Quota”), the “2023-2025 Long-term Incentive Plan” (with reference to the so-called “Immediate Quota”) and the Third Cycle (2025) of the "Employees Share Ownership Plan 2023-2025dedicated to all employees” (jointly, the “Share Incentive Plans”).
The Program - launched in accordance with the resolution adopted by the Ordinary Shareholders’ Meeting held on 14 April 2025, that authorized the purchase and the disposal of treasury shares for 18 months - shall be carried out, under the safe harbor provided for by the MAR, in accordance with the following terms and conditions:
- the purchases will be made on the Euronext Milan market organized and managed by Borsa Italiana S.p.A., through Intesa Sanpaolo S.p.A. as the authorized intermediary in charge of implementing the Program, in compliance with the instructions and limits set out in the above-mentioned Shareholders’ resolution on the authorization to purchase and dispose of treasury shares, the Art. 5 of the MAR, the Articles 3 and 4 of the 1052 EU Regulation as well as with the any other applicable Italian or European regulation;
- the maximum number of ordinary shares to be purchased is equal to no. 10,000,000, corresponding to 3.04% of the total number of outstanding ordinary shares of the Company as of the authorization date, to serve the Share Incentive Plans;
- taking into consideration the current market price of MAIRE shares (at the end of the market trading session of 28 November 2025), the maximum outlay for the purchase is estimated to be around Euro 126,900,000;
- the purchases will be made at a price not exceeding the higher between the price of the last independent transaction and the price of the highest current independent purchase offer at the Euronext Milan Market organized and managed by Borsa Italiana S.p.A., and provided that the above price may not be less than the minimum of 10% and higher by more than 10% of the reference price of MAIRE’s share on the stock exchange session prior to each individual transaction;
- purchases of treasury shares must be executed on any trading day for a volume not exceeding 25% of the average daily volume of MAIRE’s shares traded on the Euronext Milan market organized and managed by Borsa Italiana S.p.A., based on the average daily volume traded during the 20 trading days preceding the date of purchase;
- the buyback must be completed by 30 June 2026.
The Company will timely notify the public of any subsequent amendments to the buyback Program.
Pursuant to Art. 5, par. 1(b) and 3 of the MAR and to Art. 2, par. 2 and 3 of the 1052 EU Regulation, MAIRE S.p.A. will inform Consob and the market, in aggregate form and in detail, also by means of publication on its website, about any share purchase transactions that have been executed in relation to the Program, according to the timing under the applicable regulation.
At the date of the present press release, MAIRE holds no. 252,160 treasury shares equal to approximately 0.08% of share capital.