Launch of the Treasury Share Buyback Program for the Group equity share incentive plans
PRESS RELEASEMilan, 23 September 2026 – Pursuant to Article 144-bis of the Consob Regulation No. 11971/1999 (the “Issuers’ Regulation”) as well as to Article 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 the launch, on 24 September 2026, of a treasury share buyback program (the “Program”) pursuant to Article 5 of the Regulation (EU) No. 596/2014 (the “MAR”). The program will be used to serve the outstanding share incentive plans of the Group (the “Share Incentive Plans”).
The Program - launched in accordance with the resolution adopted by the Ordinary Shareholders’ Meeting on 15 April 2026, which authorized the purchase and disposal of treasury shares for a period of 18 months - will be carried out, under the safe harbor provided for by the MAR and in accordance with the following terms and conditions:
- the purchases will be carried out on the Euronext Milan market organized and managed by Borsa Italiana S.p.A., through Intesa Sanpaolo S.p.A. as the authorized intermediary appointed to execute the Program, in compliance with the terms and limits set out in the above-mentioned Shareholders’ resolution authorizing the purchase and disposal of treasury shares, Article 5 of the MAR, Articles 3 and 4 of the 1052 EU Regulation as well as any other applicable Italian and European regulations;
- the maximum number of ordinary shares that may be purchased under the Program is 5,000,000, representing 1.52% of the total number of outstanding ordinary shares of the Company as of the authorization date, to serve the Share Incentive Plans;
- based on the closing price of MAIRE shares (at the end of the market trading session of 23 September 2026, the maximum aggregate consideration for the purchases is estimated at approximately Euro 60,950,000;
- 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 bid on the Euronext Milan Market organized and managed by Borsa Italiana S.p.A., and in any event at a price no more than 10% lower and no more than 10% higher than the reference price of MAIRE’s shares recorded in the trading session preceding each individual purchase transaction;
- purchases of treasury shares will be carried out on any trading day for a volume not exceeding 25% of the average daily trading volume of MAIRE shares traded on the Euronext Milan Market organized and managed by Borsa Italiana S.p.A., calculated on the basis of the average daily trading volume during the 20 trading days preceding the date of each purchase;
- the buyback must be completed by 31 March 2027
Any subsequent amendments to the Program will be promptly disclosed to the market.
Pursuant to Article 5, paragraph 1(b) and 3 of the MAR and to Article 2, paragraph 2 and 3 of the 1052 EU Regulation, MAIRE S.p.A. will inform Consob and the market of the transactions executed under the Program, including by means of publication on the Company's website, within the timeframes set out in the applicable regulations.
At the date of the present press release, MAIRE holds no. 579,355 treasury shares, corresponding to approximately 0.18% of its share capital.