PROPOSED DISTRIBUTION OF €0.585 DIVIDEND PER SHARE TOTALLING €188 MILLION, PAY-OUT INCREASED TO 66%

STRATEGIC PLAN UPDATED TO 2035 WITH UPGRADED GROWTH TARGETS, SUPPORTED BY THE RISING ENERGY DEMAND

• Significant growth in the main economic and financial results in 2025:
• Revenues: €7.1 billion (+20.3%)
• EBITDA: €500.1 million (+29.4%), with a margin increase from 6.5% to 7.0%
• Net income: €284.5 million (+33.9%), with a margin increase from 3.6% to 4.0%
• Adjusted net cash position of €395.1 million at the end of December, up €19.9 million compared to the end of last year
• Nextchem (Sustainable Technology Solutions) revenues of €495.0 million (+38.4%) and EBITDA of €122.2 million (+42.7%), with a margin increase from 23.9% to 24.7%
• Tecnimont / KT (Integrated E&C Solutions) revenues of €6.6 billion (+19.1%) and EBITDA of €377.9 million (+25.7%), with a margin increase from 5.4% to 5.7%
• Order backlog of €12.7 billion at end of 2025, further strengthened by new projects awarded in the first two months of this year for a total value of €4.7 billion
• Approval of the proposal for the allocation of profit and a dividend distribution of €0.585 per share (+64.3% from 2025), for a total amount of €187.6 million, increasing the pay-out to 66%
• Headcount close to 10,800 employees, up by more than 1,000 people from the end of 2024
• With reference to the current situation in the Middle East, the Company confirms that all its personnel are safe and that, at present, projects are continuing their activities in line with the applicable security protocols and the directives issued in the various countries
• In light of the above, 2026 guidance envisages another year of growth and margin expansion
  • Revenues between €7.5 and €7.7 billion 
  • EBITDA between €545 and €575 million, margin 7.3-7.5%
  • Capex between €250 and €300 million, including the purchase price of Ballestra Group and additional selected M&A opportunities
  • Adjusted Net Cash in line with year-end 2025, also after the proposed dividend and the share buybacks dedicated to the employee incentive plans
  • New orders of around €9 billion, of which around €4.7 billion already awarded since the beginning of the year 
• The 2026-2035 Strategic Plan upgrades the financial targets of last year’s plan:
  • Expected Group revenues in excess of €13 billion in 2035, almost double the 2025 figure, with EBITDA margin set to reach 10-11% at the end of the plan
  • €1.2-1.4 billion of cumulated capex, including bolt-on M&A to boost the technology portfolio, concentrated in the first five years
  • Dividend pay-out assumed at 66% throughout the plan, in line with 2026
  • Robust balance sheet, with adjusted net cash expected to be at around €2.1 billion in 2035, after accounting for cumulated capex and dividends
• Approved the Sustainability Statement (CSRD) and the 2026-2035 Sustainability Plan, which reinforces MAIRE’s commitment to delivering positive environmental and social impacts and fostering a sustainable economy

Milan, 4 March 2026 – The Board of Directors of MAIRE S.p.A. (“MAIRE” or the “Company”) met today to review and approve the 2025 Draft Statutory and the Group’s Consolidated Financial Statements, which include the Sustainability Statement pursuant to Legislative Decree n.125/2024 in implementation of the EU Corporate Sustainability Reporting Directive (CSRD), as well as the 2026-2035 Strategic Plan, which will be both presented today by the Top Management during the “RESHAPING ENERGIES” Capital Markets Day.

Alessandro Bernini, MAIRE Chief Executive Officer, commented: “2025 has been a year of further growth for MAIRE. We delivered record results, surpassing our guidance in both revenues and EBITDA and confirming the robustness and resilience of our industrial model. This is even more true today, given the increasingly complex energy and geopolitical landscape, particularly in the Middle East, where the safety of our personnel is our priority and no significant impacts on our operations have occurred.

Looking at the future, the energy system is experiencing strong growth, particularly in the Global South, where gas monetization and transitional solutions will continue to play a pivotal role. In this context, we are positioned to grow by leveraging our two complementary engines: Nextchem, which is expanding its technology portfolio in fast-growing segments, and Tecnimont, which is enhancing its global competitive positioning, also in the LNG segment, by leveraging its unparalleled engineering and execution capabilities, also benefiting from the use of Artificial Intelligence.

Our ten‑year plan aims to almost double Group revenues by 2035 and reach an EBITDA margin of up to 11%, while maintaining a solid financial structure and a dividend pay-out ratio of 66%. It is an ambitious path, grounded in distinctive capabilities, operational excellence and a proven ability to translate market complexity into concrete and scalable industrial solutions.”

FY 2025 CONSOLIDATED RESULTS HIGHLIGHTS

CONSOLIDATED FINANCIAL RESULTS AS OF 31 DECEMBER 2025

Revenues were €7.1 billion, up 20.3%, thanks to the consistent progress of projects under execution.

EBITDA was €500.1 million, up 29.4%, driven by higher revenues and the efficient management of overhead costs. EBITDA margin was 7.0%, up 50 basis points, also thanks to the stronger contribution from higher value-added services generated by Nextchem.

Amortization, Depreciation, Write-downs, and Provisions were €69.1 million, up €4.4 million, due to the marketing of new patents and technological developments, as well as the start into operation of assets for the digitalization of industrial processes.

EBIT was €431.0 million, up 34.0%, with a margin of 6.1%, up 60 basis points.

Net financial charges were €15.6 million, up €5.3 million, due to higher financial expenses, partially offset by the positive contribution of derivative instruments.

Pre-tax Income was €415.4 million and the tax provision was €130.9 million. The tax rate was 31.5%, reflecting the various jurisdictions in which the Group’s operations have been carried out.

Net Income was €284.5 million, up 33.9%, with a 4.0% margin, up 40 basis points, the highest ever recorded by the Group. Group Net Income, after the result attributable to minority shareholders – mainly related to Nextchem and projects in joint venture – was €260.3 million, up 31.0%.

Adjusted Net Cash5 as of 31 December 2025 was €395.1 million, up by €19.9 million compared to 31 December 2024. Operating cash generation more than compensated the outflows for dividends of €120.0 million, the share buy-back program of €90.4 million and capital expenditures of €66.2 million, which were mainly dedicated to supporting the expansion of the technology portfolio, including deferred price components of previous acquisitions and the internal development of proprietary technologies, as well as digital innovation projects.

Consolidated Shareholders’ Equity as of 31 December 2025 was €773.8 million, up €132.7 million compared to 31 December 2024, positively impacted by the profit of the period, net of the share buy-back program, dividend payments and the impact of exchange rate fluctuations.

PERFORMANCE BY BUSINESS UNIT

SUSTAINABLE TECHNOLOGY SOLUTIONS (STS)

Revenues were €495.0 million, up 38.4%, mainly driven by technological solutions and services for the production of low-carbon and circular chemicals, as well as fertilizers. 

EBITDA was €122.2 million, up 42.7%, supported by higher volumes, with a margin of 24.7%, up 80 basis points, as a result of the contributions from licensing and high value-added engineering services in the product mix during the period.

INTEGRATED E&C SOLUTIONS (IE&CS)

Revenues were €6.6 billion, up 19.1%, thanks to the steady execution of the backlog, including the Hail and Ghasha project in Abu Dhabi, the other main contracts in the Middle East, the ramp-up of projects acquired in Algeria in 2024, as well as the early contribution of the projects acquired in Kazakhstan during the year.

EBITDA was €377.9 million, up 25.7%, with a margin of 5.7%, up 30 basis points, benefitting also from a higher operating leverage. 

ORDER INTAKE AND BACKLOG

ORDER INTAKE

Order Intake in 2025 was €6.8 billion.

In particular, the Sustainable Technology Solutions business unit, led by Nextchem, generated new orders for €500.0 million. The main projects awarded to this business unit in the fourth quarter include a licensing, process design package and supply of proprietary equipment contract based on the NX STAMI™ Urea technology in China, a feasibility study from Röhm for a chemical recycling plant for PMMA polymer in Germany, based on the proprietary NX Re™ technology, and a feasibility study from Mana Group and Equinor for the production of sustainable fuels in Norway using the NX Circular™ technology.

The Integrated E&C Solutions business unit generated new orders for €6.3 billion. The main contracts awarded to this business unit in the fourth quarter include additional works related to previously announced orders and new assignments for a total amount of approximately €700 million, of which around €430 million refer to additional work mainly located in Sub‑Saharan Africa and the Middle East, while €270 million relate to new awards for the execution of renewable energy projects in the Middle East, as well as contractual integrations for energy efficiency projects in Italy.

For the details on the awards of the first three quarters of 2025, please refer to the corresponding Financial Results press releases.

BACKLOG

As a result of the order intake of the period, the Group's Backlog at 31 December 2025 amounted to €12.7 billion.

UPDATE ON THE HAIL AND GHASHA PROJECT

The Hail and Ghasha project, awarded to Tecnimont in October 2023 for $8.7 billion, is progressing as planned. As of the end of December 2025, the project team has reached an overall progress of approximately 60%. Engineering activities have achieved 92% completion, with some work streams ahead of schedule. Procurement activities are moving toward completion, while manufacturing and bulk material deliveries are ongoing. Construction works have reached 39% progress, driven by the completion of the facilities and the coordinated progress of civil works, mechanical and electrical installation, heavy lifting operations, piping activities and cabling. The completion is expected in the first half of 2028.

ACQUISITION OF BALLESTRA GROUP

On 24 December 2025, MAIRE announced that Nextchem has signed a binding agreement for the acquisition of the entire share capital of Ballestra Group (“Ballestra”) for a purchase price of approximately €126.5 million, subject to customary adjustments at closing, which is expected in Q2 2026.

Ballestra relies on a strong technology portfolio and robust R&D capabilities, which will contribute to further enhancing Nextchem’s value proposition, particularly into fertilizers and inorganic chemistry for critical minerals and metals processing.

SIGNIFICANT EVENTS AFTER THE CLOSE OF THE PERIOD

Strategic Agreement with Argent LNG

On 21 January 2026, Tecnimont signed a preliminary agreement with Argent LNG for the provision of integrated engineering services in the development of a 25 million tons per year LNG export facility project in Louisiana. The agreement covers activities starting from the Federal Energy Regulatory Commission (FERC) permitting and the development of the Front-End Engineering Design (FEED), supporting the project’s final investment decision.

Memorandum of Understanding with Baker Hughes

On 3 February 2026, MAIRE announced the signing of a Memorandum of Understanding between Tecnimont and Baker Hughes to collaborate on modular and scalable LNG projects globally. The agreement aims to evaluate joint initiatives combining Tecnimont’s EPC expertise with advanced liquefaction technologies to meet the growing demand for flexible, efficient and lower‑carbon LNG infrastructure.

Update and closure of the treasury share buy-back program

On 26 February 2026, MAIRE – having reached the amount of shares required to serve the Group’s Share Incentive Plans – announced it completed the share buy-back program dedicated to the employee incentive plans launched on 1 December 2025. Under the program, the Company purchased no. 7,700,000 shares at a weighted average price of €14.05 per share, for a total amount of €108.2 million, of which €79.3 million related to purchases made during the current financial year.

Main projects granted year-to-date

In the first two months of 2026, Tecnimont was awarded new EPC orders with a cumulative value of approximately €4.7 billion, with completion scheduled between 2030 and 2031. Further details on these orders will be disclosed in due course, following the completion of certain formalities currently being finalized between the parties involved.

Furthermore, the Company announced today an initiative in West Africa for which Nextchem has been awarded licensing, process design package (PDP) and critical proprietary equipment supply contracts for the development of three fertilizer plants based on Nextchem proprietary technologies.

The overall package is worth €485 million, of which €10 million related to engineering activities already started will be recognized in the pre‑FID phase, while the remaining part at Final Investment Decision. In particular, two nitrogen fertilizer plants will consist of four hydrogen units, four ammonia units, four urea-units and six urea-granulation units, for a urea production above 3 million tons per annum. The third plant combines ammonia production, for above 900 thousand tons per annum, and methanol, for above 600 thousand tons per annum production. 

OUTLOOK

With reference to the recent geopolitical developments in the Middle East, the Company informs that all personnel, including subcontractors’ workforce, is operating under safe conditions, and that projects in the Gulf area are proceeding in line with the instructions received from clients. The Group has promptly activated its security protocols and, while maintaining constant contact with local authorities, is closely monitoring the evolution of the situation.  

In light of the above, and based on the information currently available, the Group expects consolidated revenues of €7.5-7.7 billion and an EBITDA profitability between 7.3% and 7.5%.

Assuming the consolidation of Ballestra for the full year, STS’ revenues are expected to reach €670 -700 million, with an EBITDA margin between 22% and 24%, taking into account the evolving service mix of this business unit.

The IE&CS business unit is expected to generate revenues of €6.8-7.0 billion, predominantly driven by projects already under execution. An improvement in profitability is forecast, with an EBITDA margin between 5.8% and 5.9%, with an EBITDA margin between 5.8% and 5.9%, benefiting from operating leverage and ongoing efficiencies.

To support this growth trajectory, the Group plans total investments of €250-300 million, mainly aimed at expanding its technology portfolio. These investments include the payment of the Ballestra acquisition price, as well as other selected acquisitions currently under evaluation.

Year-end net cash is expected to be in line with the amount as of December 2025, after taking into consideration capex, the proposed dividend and the share buy-backs to service the Group’s incentive plans.

2026 guidance

PROPOSAL FOR THE ALLOCATION OF PROFIT AND A DIVIDEND DISTRIBUTION OF €0.585 PER SHARE

The Board of Directors resolved today to propose to the Ordinary Shareholder’s Meeting to allocate the €170,248,895.78 net income for the year to shareholders as dividend.

In addition, considering the “Retained earnings reserve” available on the balance sheet for a total amount of €39,278,889.15, to be deemed entirely attributable to retained earnings generated in the financial year ended 31 December 2024, the Board of Directors resolved to propose the distribution of a dividend of €0.585 per share, gross of withholding taxes, for each of the 320,688,272 outstanding ordinary shares and entitled to the dividend, for a total amount of €187,602,639.12 of which €17,353,743.34 will be drawn from the “Retained Earnings Reserve” and €170,248,895.78 from the 2025 net income.

The proposed dividend per share represents a 64.3% increase compared to the one distributed in 2025 and corresponds to a pay-out ratio of 66% of consolidated net profit, up from 55% in 2025.

The Board of Directors resolved to propose that the dividend will be paid from 22 April 2026 (so-called payment date) with coupon (coupon no. 11) detachment on 20 April 2026 (so-called ex-date). In accordance with Article 83-terdecies of the Italian Legislative Decree 24 February 1998 no. 58, the entitlement to the dividend payment is determined with reference to the evidence in the intermediary's accounts pursuant to Article 83-quater, paragraph 3, of the same Legislative Decree 58/98, at the end of the business day of 21 April 2026 (so-called record date).

2026-2035 STRATEGIC PLAN

MAIRE presents its 2026-2035 Strategic Plan against the backdrop of a global energy landscape shaped by powerful forces. Global population growth, rising wealth and better living standards are driving a structural increase in energy demand, especially from developing countries. At the same time, electrification and AI are generating additional power needs and intensifying pressure on global energy systems. 

The world is shifting to an energy addition paradigm, driving a substantial expansion of installed capacity, expected to reach ~20 TW in 2035. This scenario requires significant investments in infrastructure and critical materials, thus creating significant opportunities for companies like MAIRE. This emerging energy system will be multi‑source and multi‑speed, with all energy sources contributing to ensure security and resilience, and characterized by differentiated regional pathways based on economic and political priorities, and access to capital.

MAIRE positions itself as a global, asset‑light engineering partner capable to manage complex projects and scaling technologies quickly. Leveraging an integrated model built on two complementary engines, the Group supports customers in diversifying energy systems, upgrading existing infrastructures and developing lower‑carbon industrial value chains – delivering pragmatic, scalable solutions for a fast‑growing and increasingly complex energy world.

Nextchem further strengthens its value proposition thanks to an unmatched portfolio of market‑ready technologies and superior process‑design capabilities, allowing the delivery of end‑to‑end, economically viable solutions, able to create value in an ever‑changing market environment. Nextchem is expanding its footprint in fertilizers, achieving a 95% coverage of all relative products, unlocking new opportunities in technologies for the processing of critical raw materials, and advancing solutions for new‑generation nuclear. At the same time, the business unit is enhancing its R&D capabilities, accelerating technology innovation and scalability through a pan‑European platform of specialized development centers. Growth will continue to be supported also by a program of selected acquisitions aimed at reinforcing the technology portfolio and accelerating time‑to‑market.

Within the IE&CS business unit, Tecnimont further consolidates its leadership in the execution of large‑scale EPC projects, with a particular focus on gas monetization opportunities coming from the Global South, alongside selective diversification into adjacent areas such as LNG. Under the plan, it accelerates the evolution of its business model, maintaining a strong focus on operational excellence and increasing the adoption of artificial intelligence to drive quality and efficiency and unlock new business opportunities. This evolution is further supported by the launch of a program aimed at standardizing and industrializing the way plants are delivered for clients, leveraging modular and increasingly automated solutions, and designed to strengthen competitiveness in a market where efficiency and project execution timelines will continue to play a critical role. 

2026-2035 Financial Targets

The 2026-2035 Strategic Plan outlines a trajectory of sustained and disciplined growth, targeting consolidated revenues of over €13 billion and EBITDA profitability between 10% and 11% in 2035. The contribution of Nextchem is expected to increase significantly, reaching approximately 45% of Group EBITDA in 2035.

The plan foresees cumulative investments of €1.2 to €1.4 billion over the 2026-2035 period, primarily dedicated to technology development, innovation and co‑investments in selected projects. These investments will be fully funded through the Group’s operating cash generation. MAIRE intends to preserve a solid financial structure, with a structurally positive net cash position even in the presence of capex, M&A transactions and dividend distributions. The plan also includes a progressive reduction in gross debt and assumes a dividend pay‑out ratio of 66%, in line with 2026.

Overall, the 2026-2035 Strategic Plan reinforces MAIRE’s ambition to generate long‑term value and increasing shareholder returns by delivering growth, profitability and financial discipline in a complex and continuously evolving energy landscape.

UPDATE ON THE ORGANIC GROWTH OF THE GROUP 

To support the Group’s growth, MAIRE continues to invest in acquiring new talent. Headcount reached 10,755 employees as of 31 December 2025, an increase of 1,016 professionals compared to 31 December 2024.

2025 SUSTAINABILITY STATEMENT AND 2026-2035 SUSTAINABILITY PLAN APPROVED

The Board of Directors of MAIRE S.p.A. has also approved the 2025 Sustainability Statement, included in the Annual Financial Report, and the Sustainability Plan, both developed on the basis of a double‑materiality analysis. Sustainability represents a structural pillar of the Group’s strategy and a key driver supporting its growth. In 2025, the Group further strengthened the integration of environmental, social and governance factors into its business model and decision‑making processes, in line with the evolution of the industrial and regulatory context and with the expectations of stakeholders.

The Sustainability Plan consolidates MAIRE’s commitment to generating a positive environmental and social impact, fostering a more sustainable and resilient economy while mitigating potential negative impacts of its activities, through a long‑term value‑creation approach grounded in technological innovation, operational resilience, skills development and responsible resource management along the entire value chain.

Environmental Impact

In 2025, the Group further strengthened its role as an enabler of the energy transition and industrial sustainability, leveraging a portfolio of 32 technologies supporting decarbonization, microplastic pollution reduction and circularity. The Group’s solutions enable the achievement of 1.2 Mt of avoided emissions in 2025, confirming the tangible impact of low‑carbon technologies for its clients and the target of 4.5 Mt by 2028.

In this context, in 2025 Scope 1 and Scope 2 emissions decreased by 6% versus last year, in line with our emission‑reduction trajectory aiming to achieve carbon neutrality by 2029. As to Scope 3 emissions all relevant categories have been fully reported, in line with the Group commitment to information transparency. Scope 3 emissions increased in absolute terms, reaching about 5 million tonnes of CO₂, mainly due to the procurement peak associated with the Hail and Ghasha megaproject. To strengthen upstream climate action, in 2025 MAIRE adopted a structured supplier-engagement programme aimed at supporting the decarbonisation of its supply chain. setting the goal of reaching 20% of its suppliers having adopted science-based targets by 2028.

In a context of growing water stress in operational areas, the Group achieved in 2025 92,000 m³ of fresh water saved. These result supports the targets of 160,000 m³ of fresh water saved in 2026, also thanks to a dedicated task force that developed a catalogue of 20 solutions for water‑efficiency and reuse in operating plants.

Social Impact

In 2025, MAIRE further strengthened its social impact through workforce expansion and a structured investment in skills development. Female representation within the Group’s workforce reached 20%, confirming the commitment toward greater inclusion and diversity enhancement.

Organizational resilience is supported by a strong focus on training, with approximately 200,000 hours of continuous professional development of the employees. Of these, 8.3% were dedicated to new skills required by the energy and digital transition, contributing to enhancing workforce adaptability and preparedness amid the evolving industrial landscape. 

During the year, 7.5 million hours of HSE training were delivered to employees and subcontractor workers. Health and safety performance has a Lost Time Injury Rate (LTIR) of 0.036, a result that is 4.4 times better than the reference average, confirming a solid and widespread safety culture throughout the value chain.

In terms of supply‑chain engagement, MAIRE involved more than 76,000 indirect workers, generating significant local impact across its supply chains, with 55% of project costs allocated to the purchase of goods and services at local level (in‑country value). The Group also promoted 29 social initiatives across 10 countries, reaching more than 18,000 beneficiaries through corporate programs. In addition, the activities carried out by Fondazione MAIRE ETS reached approximately 2,000 beneficiaries in 2025.

Governance

Engagement along the value chain is confirmed by the fact that 90% of spending is directed toward suppliers assessed according to ESG criteria, demonstrating an integrated approach to sustainability as a lever for risk management, competitiveness and long‑term value creation.

UPDATE ON NEXTCHEM’S VALORIZATION PATH 

The Company informs that it is carrying out preliminary assessments of strategic alternatives aimed at supporting the development path and enhancing the value of Nextchem. Such alternatives could include, by way of example and without limitation, third-party equity transactions and/or access to capital markets. As of today, no decision has been taken in this respect. Any updates will be communicated in accordance with applicable regulations.

***

“RESHAPING ENERGIES” CAPITAL MARKETS DAY – CONFERENCE CALL AND WEBCAST

The top management of MAIRE will present the FY 2025 Results and the 2026-2035 Strategic Plan during its “RESHAPING ENERGIES” Capital Markets Day today at 3:00pm CET.

The live stream of the event can be accessed at the following link:

MAIRE “Reshaping Energies” Capital Markets Day 

Alternatively, you may join by phone using one of the following numbers:

Italia: +39 02 8020911

UK: +44 1 212818004

USA: +1 718 7058796

The presentation will be available at the start of the event in the “Investors/Financial Results” (Financial Results | Maire) section of MAIRE’s website (groupmaire.com). The presentation shall also be made available on the “1info” storage mechanism (www.1info.it).