Investor Relations maregroup 6 May 2024

GOVERNANCE

GOVERNANCE

CORPORATE BODIES

BOARD OF DIRECTORS

The Board of Directors is composed of 5 members and will remain in office for 3 fiscal years, until the approval of the financial statements as of December 31, 2025.

Marco Bellucci

Chairman and R&D Strategy

Antonio Maria Zinno

Chief Executive Officer

Giovanni Caturano

Innovation and Communication Director

Francesco Grillo

Independent director

Valeria Conti

Independent director

BOARD OF STATUTORY AUDITORS

Fabrizio Fiordiliso

Chairman of the board of auditors

Dario Gravagnola

Standing auditor

Federico Gruarin

Standing auditor

Alessio Severino

Alternate auditor

Federico Albini

Alternate auditor

AUDITING FIRM

The statutory audit assignment has been entrusted to BDO Italia S.p.A., with registered office in Milan, Viale Abruzzi No. 94, until the date of the Shareholders’ Meeting convened for the approval of the financial statements as of December 31, 2024.

CORPORATE DOCUMENTS

By-Laws

By-Laws (in italian)

Sustainability Report

Sustainability Report 2023 (in italian)

Sustainability Report 2022 (in italian)

Procedures

2024-2027 Stock Option Plan Mare Group S.p.A. (in italian)

2024-2027 Stock Grant Plan Mare Group S.p.A. (in italian)

Internal Dealing Procedure (in italian)

Procedure for the internal management and external communication of price sensitive information (in italian)

EGA communication obligations procedure (in italian)

Related Parties Procedure (in italian)

Independence Assessment Criteria (in italian)

INTERNAL DEALING

July 15, 2024

Internal Dealing Announcement by Marco Bellucci (in italian)

July 15, 2024

Internal Dealing Announcement by Giovanni Caturano (in italian)

July 14, 2024

Internal Dealing Announcement by Antonio Maria Zinno (in italian)

July 12, 2024

Internal Dealing Announcement by Marco Bellucci (in italian)

July 12, 2024

Internal Dealing Announcement by Antonio Maria Zinno (in italian)

July 08, 2024

Internal Dealing Announcement by Marco Bellucci (in italian)

July 05, 2024

Internal Dealing Marco Bellucci (in italian)

July 04, 2024

Internal Dealing Antonio Maria Zinno (in italian)

July 03, 2024

Internal Dealing Antonio Maria Zinno (in italian)

Jun 28, 2024

Internal Dealing Announcement by Antonio Maria Zinno (in italian)

Jun 27, 2024

Internal Dealing Announcement by Antonio Maria Zinno (in italian)

Jun 26, 2024

Internal Dealing Announcement by Marco Bellucci (in italian)

Jun 18, 2024

Internal Dealing Communication Antonio Maria Zinno (in italian)

Jun 18, 2024

Internal Dealing Communication Marco Bellucci (in italian)

Jun 18, 2024

Internal Dealing Communication Giovanni Caturano (in italian)

SHAREHOLDERS MEETINGS

SHAREHOLDERS’ MEETING MINUTES (IN ITALIAN)

NOTICE OF FULL CALL OF THE ORDINARY SHAREHOLDERS’ MEETING (IN ITALIAN)

Delegation pursuant to art. 135-novies TUF (in italian)

Delegation pursuant to art. 135-undecies TUF (in italian)

EXTRACT OF THE NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS’ MEETING (IN ITALIAN)

Consolidated Financial Statements Dossier as of 31/12/2023 (in italian)

Civil Financial Statements Dossier as of 31/12/2023 (in italian)

Illustrative Report of the Board of Directors on the Agenda Items (in italian)

INVESTOR RELATIONS

INVESTOR RELATIONS

PRESS RELEASES (Price Sensitive)

2024

July 11, 2024

The Board of Directors approves the stock plan and changes to the company calendar (in italian)

July 10, 2024

THE IMPROVE RESEARCH PROJECT APPROVED BY MIMIT (in italian)

July 08, 2024

COMMERCIAL AGREEMENT FOR TERRITORIAL MONITORING USING DRONES (in italian)

Jun 28, 2024

Approval of the 2023 Financial Statements Announcement (in italian)

Jun 18, 2024

Launch of the Share Buyback Program (in italian)

Jun 12, 2024 

Notice calling the shareholders’ meeting (in italian)

May 29, 2024

MARE GROUP: THE BOARD OF DIRECTORS HAS APPROVED THE CONSOLIDATED FINANCIAL STATEMENTS, THE DRAFT FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023, AND THE 2023 SUSTAINABILITY REPORT (IN ITALIAN)

May 28, 2024

MARE GROUP SUCCESSFULLY DEBUTS ON EURONEXT GROWTH MILAN (IN ITALIAN)

May 28, 2024

MARE GROUP: 2024 CORPORATE EVENTS CALENDAR (IN ITALIAN)

May 24, 2024

MARE GROUP ADMITTED TO TRADING ON EURONEXT GROWTH MILAN TRADING TO COMMENCE ON MAY 28 (in italian)

PRESS RELEASES (Non Price Sensitive)

2024

June 26, 2024

Mare Group Shareholding Disposal (in italian)

31 Gennaio 2024

LOREM IPSUM DOLOR SIT AMET, CONSECTETUER ADIPISCING ELIT, SED DIAM NONUMMY

18 Gennaio 2024

LOREM IPSUM DOLOR SIT AMET, CONSECTETUER ADIPISCING ELIT, SED DIAM NONUMMY

15 Gennaio 2024

LOREM IPSUM DOLOR SIT AMET, CONSECTETUER ADIPISCING ELIT, SED DIAM NONUMMY

28 Dicembre 2023

LOREM IPSUM DOLOR SIT AMET, CONSECTETUER ADIPISCING ELIT, SED DIAM NONUMMY

16 Novembre 2023

LOREM IPSUM DOLOR SIT AMET, CONSECTETUER ADIPISCING ELIT, SED DIAM NONUMMY

7 Novembre 2023

LOREM IPSUM DOLOR SIT AMET, CONSECTETUER ADIPISCING ELIT, SED DIAM NONUMMY

5 Ottobre 2023

LOREM IPSUM DOLOR SIT AMET, CONSECTETUER ADIPISCING ELIT, SED DIAM NONUMMY

26 Settembre 2023

LOREM IPSUM DOLOR SIT AMET, CONSECTETUER ADIPISCING ELIT, SED DIAM NONUMMY

INVESTOR PRESENTATIONS

2024

Mare Group presentation

CORPORATE EVENTS

Events 2024

May 29, 2024

BOARD OF DIRECTORS MEETING FOR THE APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 AND THE DRAFT FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023.

June 28, 2024

Ordinary Shareholders’ Meeting for the Approval of the Financial Statements as of December 31, 2023.

September 26, 2024

Board of Directors Meeting for: (a) Approval of the Half-Year Financial Report as of June 30, 2024, subject to a voluntary limited audit; (b) Approval of the FY 2024 Guidance, limited to (1) Production Value (2) EBITDA Margin (3) Net Financial Position (NFP).

November 14, 2024

Review of selected information (Revenue, EBITDA Margin, NFP) indicative of business performance for the third quarter of 2024.

FINANCIAL STATEMENTS AND REPORTS

2023

Civil Financial Statements Dossier 2023 (in italian)

Consolidated Financial Statements Dossier 2023 (in italian)

Consolidated half-yearly financial statements as of 30 June 2023 (in italian)

2022

Consolidated financial statements 2022 (in italian)

Annual Financial Statements 2022 (in italian)

2021

Consolidated financial statements 2021 (in italian)

Annual Financial Statements 2021 (in italian)

INFO FOR SHAREHOLDERS

SHARES

IT0005588626
– ISIN Code cum Bonus Share: IT0005588642
MARE.MI

Share capital and shareholders

The following table illustrates the composition of the shareholder structure.

SHAREHOLDERSN. of Shares% Share Capital
Antonio Maria Zinno3.036.54525,20%
Marco Bellucci2.217.38518,40%
Valerio Griffa1.782.29314,79%
Other partners2.963.77724,60%
Invitalia S.p.A.614.9995,10%
Market1.435.00111,91%
Total12.050.000100,00%

Obligations of significant shareholders

According to the Euronext Growth Milan Issuers’ Regulation, Mare Group S.p.A. (the “Company”) must promptly disclose and make available to the public any Substantial Change communicated by Significant Shareholders in their ownership structure.

According to the Euronext Growth Milan Issuers’ Regulations and Article 15 of the Company’s Articles of Association, anyone holding at least 5% of a class of financial instruments of the Company is a “Significant Shareholder”.

The exceeding of the 5% threshold and the reaching or exceeding of the 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% thresholds constitute, according to the Transparency Discipline, a “Substantial Change” that must be communicated, pursuant to Article 15 of the Articles of Association, by the Significant Shareholders to the Company’s Board of Directors.

In this regard, each Significant Shareholder must notify the Company of the following information within four trading days, starting from the day on which the transaction resulting in the Substantial Change was carried out:

The communication can be made using the form attached below, sent in advance by e-mail to direzione.lasia@pec.it and subsequently sent by PEC or in original by registered mail with return receipt to the Company.

Substantial change form (in italian)

Euronext growth advisor and listing advisors

illimity Bank

Euronext Growth Advisor & Global Coordinator

Zephiro Investments

Financial Advisor

Legance Avvocati Associati

Deal Counsel

BDO

Audit Firm & Financial Due Diligence

BDO

Tax & Labor Due Diligence

IRTOP Consulting

Investor & Media Relations Advisor

COVERAGE

Financial Analyst Coverage from KT&Partners

IPO

Terms and conditions

In order to access this section of the website, you must read and accept the following notice, which you must consider carefully before reading, accessing or otherwise using the information provided below. By accessing this section of the website you agree to be subject to the following terms and conditions set out below, which may be amended or updated (and, for this reason, should be read in full each time you access it).

The admission document published in this section of the website (the “Admission Document“) has been drafted in compliance with the Issuers Regulation of Euronext Growth Milan (the “Issuers Regulation“) for the purpose of the admission of the ordinary shares of Mare Group S.p.A. (the “Shares” and the “Company“) on that multilateral trading facility organized and managed by Borsa Italiana S.p.A.

The issuance of the Shares envisaged in the Admission Document and any other information contained herein does not constitute an “offer to the public” (offerta al pubblico), as defined by Legislative Decree No. 58 of February 24, 1998 (“Consolidated Law on Finance“), and therefore it is not mandatory to draft a prospectus in accordance with the formats provided for by Regulation (EU) 2019/980. Accordingly, the Admission Document does not constitute a prospectus, and its publication does not need to be authorized by CONSOB pursuant to Regulation (EU) 2017/1129 or any other rule or regulation governing the drafting and publication of prospectuses, pursuant to Articles 94 and 113 of the Consolidated Law on Finance, including the Issuers’ Regulation adopted by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented. The information contained in this section of the website is disclosed in accordance with Articles 17 and 26 of the Issuers’ Regulation.

This section of the website, the Admission Document and any other information contained herein may only be accessed by persons who: (i) are resident in Italy and/or in another country of the European Union and are not currently domiciled or located in the United States, Australia, Japan, Canada or in any other country where the distribution of the Admission Document and/or such information requires the approval of the competent local authorities, or is in breach of local rules or regulations (“Other Countries“); and (ii) are not “U.S. Persons”, according to the definition set form in Regulation S of the United States Securities Act of 1933 (the “Security Act”), as subsequently amended, nor are persons acting on their behalf or for their benefit, absent registration or an applicable exemption from the registration requirements pursuant to the Securities Act and current legislation.

“U.S. Persons” are prohibited from accessing this section of the website, from downloading, storing and/or temporarily or permanently saving the Admission Document and any other information contained in this section of the website. The information contained in this section of the website may not be copied or forwarded. For no reason and under no circumstances may the Admission Document and any other information contained in this section of the website be circulated, directly or through third parties, to persons in the conditions set forth in points (i) and (ii) above and, in particular, in the United States, Australia, Japan, Canada or Other Countries.

The information contained in this website (or any other website accessed by hyperlink from this website) does not constitute an offer, solicitation of an offer or promotional activity in relation to the Shares to any citizen or entity resident in the United States, Australia, Japan, Canada or the Other Countries. In addition, the Shares of the Company are not, nor will they be, registered under the Securities Act, or with any regulatory body of any state or other jurisdiction in the United States and may not be offered or sold in the United States or to, or for the account and benefit of a U.S. Person, absent registration or express exemption from such registration requirements, or in Australia, Japan, Canada or Other Countries.

By accessing this section of the website, the Admission Document and any other information contained herein, I hereby declare under my full responsibility that I am a resident in Italy and that I am not currently domiciled or located in the United States, Australia, Japan, Canada or Other Countries and that I am not a U.S. Person as defined in Regulation S of the Securities Act.



CONTACT INVESTOR RELATOR

MARE GROUP S.p.A.

Via ex Aeroporto, s.n.c. c/o Consorzio “Il Sole” – Lotto XI 80038 Pomigliano d’Arco (NA)

Gennaro Tesone

INVESTOR RELATOR

+39 081 803 6677

investor-relator@maregroup.it

IRTOP Consulting

Via Bigli, 19 – 20121 Milano

INVESTOR & MEDIA RELATIONS ADVISOR

+39 02 45473883

ir@irtop.com (for investors)

ufficiostampa@irtop.com (for media)

Marco Bellucci

Chairman and R&D Strategy

Marco Bellucci was born in Italy in 1973. He graduated in 1998 in Materials Engineering at “Federico II” University of Naples. He gets passionate to industrial research and technology transfer, at the beginning of its career as a researcher and subsequently as entrepreneur. In 2001 is co-founder of Mare Group S.p.A., a company acting in supplying of innovative technology and services to SME, Big Company and Public Administration.

He got direct responsibility in concept, writing, coordination and participation to more than 100 research projects concerning industrial product/process simulation, innovative materials and technologies and Artificial Intelligence.

He is author of scientific publications on journals and conference proceedings, two patents concerning industrial quality control using Artificial Intelligence and a software copyright, named Factory Sketch. He is partner in startups concerning Artificial Intelligence and digital consultancy technologies.

Antonio Maria Zinno

Chief Executive Officer

Antonio Maria Zinno was born in Italy in 1976. After high school classical studies, he graduated in 2001 in Materials Engineering at “Federico II” University of Naples. His passion and aptitude for entrepreneurship led him to create new business driven by innovative ideas.

Antonio published numerous scientific papers and has been relator for various dissertation presentations. He also patented the LinUP Systems for Industry 4.0 and the Innoida methodologies for AI applied in quality production.

In 2001 he founded Mare Engineering, an R&D company that developed new methodologies for industrial products and processes. Both as a shareholder and as a director, Antonio has managed several companies in Digital Engineering field.

In 2022 he received the decoration of Cavaliere al Merito della Repubblica Italiana.

Giovanni Caturano

Innovation and Communication Director

Extended Reality Pioneer, guitarist, programmer and entrepreneur. Born in 1971 in Italy, Giovanni started creating commercial software when he was 14, then, with SpinVector, he designed video games that reached millions of players and received international awards exceeding $500K.

In Mare Group he directs Innovation and Communication, with a focus on Industry and Cultural Heritage.

He holds a class of video games and virtual reality at UniSannio. Speaker in national and international conferences (including two talks at the Mobile World Congress), Giovanni is also active in institutional and social associations (e.g. Confindustria), fostering innovative company startup and development through numerous initiatives. He also wrote technical articles and contributed to scientific proceedings in various fields.

Francesco Grillo

Independent director

Francesco Grillo graduated cum laude in Economics at LUISS University (Rome), before getting an MBA from Boston University as a Fulbright Scholar. He also holds a Ph.D. in Political Economy from the London School of Economics and Political Science.
Francesco is Professor at Bocconi University where he teaches at the Master of Transformative Sustainability (jointly held with the Politecnico Milan) and Visiting Fellow at The European University Institute. He is also Affiliate Professor at Scuola Superiore Sant’Anna of Pisa and teacher at the summer school of University of International Business Economics in Beijing. He has been Visiting Fellow at the Oxford Internet Institute and at St. Antony’s College (University of Oxford).
He is advisor on urban policies to Italy’s Minister of Infrastructure and he has been advisor to Italy’s Minister of Education, Universities and Research. Grillo has been associate of the management consulting firm McKinsey and he is now Managing Director of Vision and Value, which evaluates public policies of major institutions (including the European Commission) and advises multinationals on how digital technologies are changing the nature of industries. He is also columnist for Il Messaggero, Corriere della Sera, Linkiesta, and The Guardian, and a regular guest on La7, SkyTG24 and RaiNews24.
Moreover, Grillo is also Director of the think tank Vision. Together with Vision he leads two annual international conferences, one in Siena on the future of Europe; and the Dolomite conference on global governance of climate change–which act as problem solving platform gathering policy makers, academics, journalist and entrepreneurs from different countries and background. He is author of peer reviewed articles and policy papers: the latest is on a proposal to use electronic voting as an instrument which enables transnational constituencies at the election of the European Parliament. His latest books (2019) are “Democracy and Growth in the 21st century: the diverging cases of China and Italy” edited by Springer Nature and “Lezioni Cinesi” edited by Solferino RCS.

Valeria Conti

Independent director

Graduated with honors in Economics and Commerce from the “La Sapienza” University of Rome and specialized in tax law with a master’s degree from LUISS, she has extensive experience in the field, having worked with Deloitte and Studio Gianni & Origoni before founding CD Tax in 2021.

Expert in acquisition operations, corporate reorganization, and stock market listings, she provides consultancy on international accounting standards IAS-IFRS and represents companies in tax inspections. She holds supervisory roles and is an independent director in listed companies.

Fabrizio Fiordiliso

Presidente del Collegio Sindacale

Fabrizio Fiordiliso si è laureato in Economia e Commercio presso l’Università Federico II di Napoli con il massimo dei voti ed è iscritto all’Ordine dei Dottori Commercialisti di Napoli Nord dal 1984.
Esercita attività professionale di Dottore Commercialista quale consulente di importanti aziende ubicate sull’intero territorio nazionale e svolge attività di Revisore Legale e di Presidente di Collegio Sindacale in diverse Società, alcune quotate.
È componente del Comitato di Sorveglianza di una grande impresa in A.S.
È Presidente della Commissione Finanza Strutturata presso l’Ordine professionale cui è iscritto.
È iscritto all’Albo dei CTU della Procura della Repubblica di Napoli.
Ha insegnato in diverse Università Tecnica Bancaria, Tecnica di Borsa, Tecnica delle Operazioni Finanziarie, Economia degli Intermediari Finanziari e Corporate & Investment Banking.
È autore di numerosi articoli scientifici pubblicati su riviste specializzate e di diversi manuali sulle aree credito e finanza.