Maire S.p.a.MIL: MAIRE

FY Press Release (https: //www.groupmaire.com/media/filer public/86/85/8685b516-172e-4db1-bb9c-e79e192eb2d9/pr 14 maire cmd fy 2025 results 04032026 final

· Issued by Maire S.p.a.


PRESS RELEASE - No. 14

04/03/26

MAIRE FY 2025 CONSOLIDATED FINANCIAL RESULTS: REVENUES AND EBITDA EXCEEDING GUIDANCE, HIGHEST NET PROFIT EVER 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

      Registered Office: Viale Castello della Magliana, 27, 00148 Rome, Italy T +39 06 412235300 F +39 06 412235610

      Share Capital € 19.920.679,32, fully paid-up Tax Code, VAT number and Rome Company register number: 07673571001 https://www.groupmaire.com

    • 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

(in euro millions, margins as % of revenues) FY 2025 FY 2024 Change

Revenues

7,096.5

5,900.0 +20.3%

EBITDA1

500.1

386.4 +29.4%

EBITDA Margin

7.0%

6.5% +50 bps

Net Income

284.5

212.4 +33.9%

Capex2

68.44

91.93

-25.6%

of which disbursed

66.24

51.6

+28.4%

Order Intake

6,827.9

3,982.0 +2,845.9

(in euro millions) 31 December 2025 31 December 2024 Change

Adjusted Net Cash5

395.1

375.1 +19.9

Backlog

12,730.7

13,823.4 -1,092.7

CONSOLIDATED FINANCIAL RESULTS AS OF 31 DECEMBER 20256

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%.

‌1EBITDA is net income for the period before taxes (current and deferred), net financial expenses, gains and losses on the valuation of holdings, amortization and depreciation and provisions.

‌2Deferred price and earn-out components related to M&A transactions are included at closing of the transactions and may result in a cash outflow in the following periods.‌

3FY 2024 figure includes the total acquisition price for HyDEP, GasConTec, APS Group, as well as for the additional stakes in MyReplast and MyReplast Industries.

‌4FY 2025 figure includes the deferred price for the acquisitions of MyRemono and Conser, closed in 2023, as well as Gascontec and APS Group, closed in 2024.

‌5Excluding leasing liabilities - IFRS 16 (€111.2 million as of 31 December 2025 and €136.6 million as of 31 December 2024) and other

minor items.

‌6The changes reported refer to FY 2025 compared with FY 2024, unless otherwise stated.

Adjusted Net Cash5as 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 million7, 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)

(in euro millions, margins as % of revenues)

FY 2025

FY 2024

Change

Revenues

495.0

357.6

+38.4%

EBITDA

122.2

85.6

+42.7%

EBITDA Margin

24.7%

23.9%

+80 bps

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)

(in euro millions, margins as % of revenues)

FY 2025

FY 2024

Change

Revenues

6,601.5

5,542.5

+19.1%

EBITDA

377.9

300.7

+25.7%

EBITDA Margin

5.7%

5.4%

+30 bps

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

(in euro millions)

FY 2025

FY 2024

Change

Sustainable Technology Solutions

500.0

337.8

+162.2

Integrated E&C Solutions

6,327.9

3,644.2

+2,683.7

Order Intake

6,827.9

3,982.0

+2,845.9

‌7Of which €114.5 million paid to MAIRE shareholders and €5.5 million paid on minority interests.

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

(in euro millions)

31 December 2025

31 December 2024

Change

Sustainable Technology Solutions

366.0

331.8

+34.2

Integrated E&C Solutions

12,364.7

13,491.6

-1,126.9

Backlog

12,730.7

13,823.4

-1,092.7

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

Sustainable Technology Solutions

Integrated E&C Solutions

Group

Revenues

€670 - 700 million

€6.8 - 7.0 billion

€7.5 - 7.7 billion

EBITDA

% of Revenues

€150 - 165 million

22% - 24%

€395 - 410 million

5.8% - 5.9%

€545 - 575 million

7.3% - 7.5%

Capex

€190 - 220 million

€60 - 80 million

€250 - 300 million

Adjusted Net Cash

In line with 2025 YE

(€395.1 million)

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 €0.5858 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).

‌8The proposed dividend of €0.585 per share takes into account the 7,952,160 Treasury Shares held in portfolio by MAIRE as of 4 March 2026, the date of approval by the Company's Board of Directors of the proposals herewith. In this regard, it should be noted that, without prejudice to the amount of the dividend per share, the total amount of the dividend could vary according to the number of Treasury Shares held in the Company's portfolio at the ex-date, with a consequent increase or decrease in the amount to be allocated to the "Retained Earnings Reserve".

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 20359. 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.

‌9IEA World Energy Outlook 2025, CPS scenario.

2026-2035 Financial Targets

Sustainable Technology Solutions

Integrated E&C Solutions

Group

Revenues 2030

Revenues 2035

€1.2 - 1.3 billion

€2.5+ billion

€7.8 - 8.2 billion

~€10.5 billion

€9.0 - 9.5 billion

€13+ billion

EBITDA 2030

EBITDA 2035

€260 - 320 million

~€600 million

€480 - 540 million

~€750 million

€740 - 860 million

€1.3+ billion

EBITDA margin 2030

EBITDA margin 2035

22-25%

22-25%

6.2-7%

7-8%

8-9%

10-11%

Cumulated capex10 2026-2035

Of which 2026

Of which 2027-2030

Of which 2031-2035

€650 - 750 million

€190 - 220 million

€310 - 330 million

€150 - 200 million

€550 - 650 million

€60 - 80 million

€290 - 320 million

€200 - 250 million

€1,200 - 1,400 million

€250 - 300 million

€600 - 650 million

€350 - 450 million

Dividends

Assumed pay-out ratio

66%

Adjusted Net Cash

2030 Adjusted Net Cash 2035 Adjusted Net Cash

~€900 million

~€2.1 billion

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

‌10Gross amount not including dividends and divestment proceeds from equity investments in projects and potential transformational M&A transactions.

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).

***

Mariano Avanzi, as Executive for Financial Reporting with, also, responsibility for certification as per paragraph 5-ter regarding Sustainability reporting - declares - in accordance with paragraph 2, Article 154-bis of Legislative Decree No. 58/1998 ("Consolidated Finance Act") - that the accounting information included in this press release corresponds to the underlying accounting records.

The 2025 Draft Statutory and 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), will be available to the public at the registered office in Rome, at the operative office in Milan, on the Company's website www.groupmaire.com in the "Investors/Financial Results" section (Financial Results | Maire), and on the authorized storage device "1info" (www.1info.it), according to the timing allowed by law.

This document makes use of some alternative performance indicators. The management of the Company considers these indicators key parameters to monitor the Group's economic and financial performance. As the represented indicators are not identified as accounting measurements according to IFRS standards, the Group calculation criteria may not be uniform with those adopted by other groups and, therefore, may not be comparable.

This press release includes forecasts. The declarations are based on current estimates and projections of the Group concerning future events and, by their nature, are subject to risk and uncertainty. Actual results may differ significantly than the estimates made in such declarations due to a wide range of factors, including altered macroeconomic conditions and growth trends and other changes in business conditions, in addition to other factors, the majority of which outside the control of the Group.

***

MAIRE S.p.A. is a leading engineering group providing technology solutions and project execution in the downstream segment of energy services, as well as in the chemicals and fertilizers industries. The Group operates through two business units: Integrated E&C Solutions and Sustainable Technology Solutions, the latter active in sustainable fertilizers, low carbon energy vectors, and innovative materials and circular solutions. With operations in around 50 countries, MAIRE employs approximately 10,800 people engaged in its projects worldwide. MAIRE is listed on the Milan Stock Exchange (ticker "MAIRE"). For further information: www.groupmaire.com

Group Media Relations

Tommaso Verani

Tel +39 02 6313-7603

Investor Relations

Silvia Guidi

Tel +39 02 6313-7823

mediarelations@groupmaire.com investor-relations@groupmaire.com

The Income Statement, Balance Sheet and Cash Flow Statement are presented below.

MAIRE GROUP - CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Income Statement

(in euro thousands)

31 December 2025

31 December 2024

Revenues

6,957,870

5,861,113

Other operating revenues

138,644

38,925

Total Revenues

7,096,514

5,900,038

Raw materials and consumables

(2,719,960)

(2,316,606)

Service costs

(2,905,572)

(2,359,902)

Personnel expenses

(808,939)

(720,674)

Other operating costs

(161,912)

(116,492)

Total costs

(6,596,384)

(5,513,674)

Amortization, depreciation and write-downs

(67,390)

(60,530)

Write-down of current assets

(1,755)

(4,226)

Provision for risks and charges

0

0

EBIT

430,985

321,608

Financial income

77,450

62,891

Financial expenses

(91,788)

(71,457)

Investment income/(expenses)

(1,243)

(1,718)

INCOME BEFORE TAX

415,405

311,324

Income taxes, current and deferred

(130,894)

(98,921)

NET INCOME

284,510

212,403

Group

260,267

198,682

Minorities

24,244

13,721

Basic earnings per share

0.798

0.605

Diluted earnings per share

0.798

0.605

(in euro thousands)

31 December 2025

31 December 2024

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

69,180

53,655

Goodwill

364,740

368,105

Other intangible assets

191,272

152,506

Right-of-use - Leasing

108,864

134,482

Investments in associates

36,970

14,030

Financial instruments - Derivatives (non-current assets)

1,532

0

Other non-current financial assets

96,265

80,757

Other non-current assets

71,142

44,498

Deferred tax assets

78,124

83,020

Total Non-Current Assets

1,018,090

931,053

CURRENT ASSETS

Inventories

12,595

10,273

Advance payments to suppliers

718,969

694,158

Contractual assets

2,857,823

2,560,082

Trade receivables

1,480,334

1,508,009

Current tax assets

310,022

276,526

Financial instruments - Derivatives (current assets)

80,707

39,624

Other current financial assets

30,704

16,999

Other current assets

278,282

218,779

Cash and cash equivalents

1,372,616

1,153,779

Total Current Assets

7,142,055

6,478,229

Non-current assets classified as held for sale

0

0

TOTAL ASSETS

8,160,145

7,409,282

(in euro thousands)

31 December 2025

31 December 2024

SHAREHOLDERS' EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

Share capital

19,921

19,921

Share premium reserve

272,921

272,921

Other reserves

(133,173)

(97,263)

Valuation reserve

(5,345)

(43,765)

Total shareholders' equity and reserves

154,325

151,814

Retained earnings/(accumulated losses)

298,243

245,298

Net income/(loss)

260,267

198,682

Total Group net equity

712,835

595,794

Minorities

60,963

45,275

Total net equity

773,798

641,069

NON-CURRENT LIABILITIES

Financial debt - non-current portion

399,055

397,869

Provisions for charges - beyond 12 months

4,307

11,161

Deferred tax liabilities

75,920

60,842

Post-employment and other employee benefits

13,353

12,583

Other non-current liabilities

231,206

178,416

Financial instruments - derivatives (non-current liabilities)

1,719

6,104

Other non-current financial liabilities

292,695

234,461

Non-current financial liabilities - Leasing

82,323

108,135

Total non-current liabilities

1,100,577

1,009,571

CURRENT LIABILITIES

Short-term debt

250,829

99,023

Current financial liabilities - Leasing

28,865

28,460

Provisions for charges - within 12 months

60

63,085

Tax payables

140,810

140,822

Financial instruments - derivatives (current liabilities)

2,509

15,381

Other current financial liabilities

231,537

185,172

Client advance payments

541,360

901,914

Contractual liabilities

646,266

396,656

Trade payables

3,992,404

3,497,337

Other current liabilities

451,129

430,792

Total current liabilities

6,285,770

5,758,642

Liabilities associated with non-current assets classified as held for sale

0

0

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES

8,160,145

7,409,282

(in euro thousands)

31 December 2025

31 December 2024

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR (A)

1,153,779

915,501

OPERATIONS

Net Income of Group and Minorities

284,510

212,403

Adjustments:

- Amortisation of intangible assets

28,356

22,801

- Depreciation of non-current tangible assets

8,552

7,663

- Depreciation of right-of-use - Leasing

30,481

30,066

- Provisions

1,755

4,226

- (Revaluations)/Write-downs on investments

1,243

1,718

- Financial charges

91,788

71,457

- Financial (Income)

(77,450)

(62,891)

- Income and deferred tax

130,894

98,921

- Capital (gains)/losses

47

6,134

- Translation of financial statements in foreign currency

(30,430)

(29,379)

- (Increase)/decrease inventories/supplier advances

(27,133)

(341,987)

- (Increase)/decrease in trade receivables

25,919

(322,678)

- (Increase)/decrease in contract assets receivables

(332,329)

(11,834)

- Increase/(decrease) in other liabilities

73,231

43,971

- (Increase)/decrease in other assets

(120,448)

(13,773)

- Increase/(decrease) in trade payables/advances from clients

129,229

753,244

- Increase/(decrease) in payables for contract liabilities

249,610

(203,784)

- Increase/(decrease) in provisions (including post-employment benefits)

11,548

77,626

- Income taxes paid

(153,847)

(58,960)

CASH FLOW FROM OPERATIONS (B)

325,529

284,944

INVESTMENTS

(Investment)/disposal of non-current tangible assets

(18,065)

(10,211)

(Investment)/disposal of intangible assets

(46,505)

(29,975)

(Investment)/disposal in associated companies

2,144

(571)

(Investments)/disposal of companies net of cash and cash equivalents acquired

(3,781)

(10,808)

CASH FLOW FROM INVESTMENTS (C)

(66,207)

(51,565)

FINANCING

Repayments of principal of financial leasing liabilities

(30,271)

(28,564)

Payments of financial charges on financial leasing liabilities

(5,461)

(5,845)

Financial income received

24,921

48,179

Financial charges paid

(89,199)

(61,266)

Increase/(decrease) in short-term debt

105,304

2,531

Repayments of long-term debt

(44,497)

(229,114)

Proceeds from long-term debt

95,056

198,403

Proceeds from bonds

765,502

362,100

Repayment of bonds

(642,300)

(220,800)

Change in other financial assets and liabilities

(9,092)

68,670

Dividends

(120,028)

(82,085)

Treasury shares-buyback

(90,421)

(47,310)

CASH FLOW FROM FINANCING (D)

(40,484)

4,900

INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D)

218,837

238,279

CASH AND CASH EQUIVALENTS AT YEAR END (A+B+C+D)

1,372,616

1,153,779

of which cash and cash equivalents of discontinued operations

0

0

CASH AND CASH EQUIVALENTS REPORTED IN THE FINANCIAL STATEMENTS

1,372,616

1,153,779

Income Statement

(in euro thousands)

31 December 2025

31 December 2024

Revenues

239,360

226,826

Other operating revenues

885

5,330

Total Revenues

240,245

232,155

Raw materials and consumables

(39)

(55)

Service costs

(38,397)

(36,811)

Personnel expenses

(69,433)

(59,255)

Other operating costs

(5,256)

(1,676)

Total costs

(113,125)

(97,797)

Amortization, depreciation and write-downs

(1,641)

(1,441)

Write-down of current assets

(1,384)

0

EBIT

124,095

132,918

Financial income

105,320

80,368

Financial expenses

(56,515)

(56,940)

INCOME BEFORE TAX

172,899

156,346

Income taxes, current and deferred

(2,650)

(2,399)

NET INCOME

170,249

153,947

Basic earnings per share

0.522

0.469

Diluted earnings per share

0.522

0.469

(in euro thousands)

31 December 2025

31 December 2024

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

744

747

Other intangible assets

3,954

3,736

Right-of-use - Leasing

6,164

6,980

Investments in subsidiaries

783,780

768,302

Other non-current financial assets

70,452

145,589

Other non-current assets

130

68

Deferred tax assets

3,880

3,982

Total Non-Current Assets

869,104

929,405

CURRENT ASSETS

Trade receivables

205,833

149,391

Current tax assets

81,081

65,906

Financial instruments - Derivatives

71,693

36,297

Other current financial assets

551,792

286,444

Other current assets

2,835

1,338

Cash and cash equivalents

52,281

218,011

Total Current Assets

965,515

757,388

TOTAL ASSETS

1,834,619

1,686,793

(in euro thousands)

31 December 2025

31 December 2024

SHAREHOLDERS' EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

Share capital

19,921

19,921

Share premium account

272,921

272,921

Other reserves

91,158

122,293

Valuation reserve

(31)

(70)

Total capital and reserves

383,969

415,065

Retained earnings/(accumulated losses)

39,279

(206)

Net income for the year

170,249

153,947

Total Shareholders' Equity

593,497

568,806

NON-CURRENT LIABILITIES

Financial debt - non-current portion

299,443

389,169

Deferred tax liabilities

249

197

Post-employment and other employee benefits

555

585

Other non-current liabilities

2,497

0

Other non-current financial liabilities

263,724

197,897

Non-current financial liabilities - Leasing

5,375

6,165

Total non-current liabilities

571,843

594,013

CURRENT LIABILITIES

Short-term debt

194,885

71,215

Short-term financial Leasing liabilities

968

936

Provisions for risk and charges - within 12 months

0

14,776

Tax payables

63,901

67,282

Other current financial liabilities

298,902

287,816

Trade payables

12,158

9,835

Other current liabilities

98,464

72,115

Total current liabilities

669,279

523,974

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES

1,834,619

1,686,793

(in euro thousands)

31 December 2025

31 December 2024

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR (A)

218,011

133,307

OPERATIONS

Net Income

170,249

153,947

Adjustments:

- Amortisation of intangible assets

457

331

- Depreciation of non-current tangible assets

69

62

- Depreciation of right-of-use - Leasing

1,115

1,047

- Provisions

1,384

0

- (Revaluations)/Write-downs on investments

0

0

- Financial charges

56,781

56,940

- Financial (Income)

(105,320)

(80,368)

- Income and deferred tax

2,650

(2,399)

- Capital (gains)/losses

0

0

- (Increase)/decrease in trade receivables

(57,826)

(81,022)

- Increase/(decrease) in other liabilities

28,846

13,772

- (Increase)/decrease in other assets

(1,558)

1,350

- Increase/(decrease) in deferred tax

(18,980)

57,399

- Increase/(decrease) in trade payables

2,323

(5,053)

- Increase/(decrease) in provisions (including post-employment benefits)

32,257

42,734

- Income taxes paid

(2,083)

(5,535)

CASH FLOW FROM OPERATIONS (B)

110,363

153,205

INVESTMENTS

(Investment)/disposal of non-current tangible assets

(65)

(74)

(Investment)/disposal of intangible assets

(675)

0

(Increase)/decrease in other investments

(3,126)

26,482

CASH FLOW FROM INVESTMENTS (C)

(3,866)

26,408

FINANCING

Repayments of principal of financial leasing liabilities

(1,056)

(1,038)

Payments of financial charges on financial leasing liabilities

(265)

(283)

Financial income received

52,806

60,943

Financial charges paid

(59,324)

(52,238)

Increase/(decrease) in short-term debt

77,078

(153,232)

Repayments of long-term debt

(40,000)

(228,125)

Proceeds from long-term debt

0

198,941

Proceeds from bonds

765,502

362,100

Repayment of bonds

(642,300)

(220,800)

Change in other financial assets and liabilities

(219,707)

49,600

Dividends

(114,540)

(63,467)

Treasury shares-buyback

(90,421)

(47,310)

CASH FLOW FROM FINANCING (D)

(272,227)

(94,908)

INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D)

(165,730)

84,704

CASH AND CASH EQUIVALENTS AT YEAR END (A+B+C+D)

52,281

218,011