we receive e we publish the following press release issued by Mare Group.
Mare Group SpA (ticker SEA.MI), a high-tech engineering company listed on Euronext Growth Milan and active in Italy and abroad in innovation through proprietary platforms (“Mare Group"Or the"Society”), signed on 24 July 2026 a binding agreement for the acquisition of the entire share capital (the “Operation") Of CTMAVIO Srl ( "CTMAVIO"), precision manufacturing operator for engines, aircraft, and drones in the aeronautical and aerospace sectors. The execution of the acquisition (the “Closing”), expected by November 15, 2026, is subject, among other things, to the positive outcome of the legal obligations regarding Golden Power.
Antonio Maria Zinno, CEO of Mare GroupSaid: “After the operations onNIDO, in uncrewed self-driving systems, and on GMSPAZIO, in the spatial domain, with CTMAVIO we add proprietary manufacturing capacity for engine and aircraft components and structuresand drones: a further step in the Consolidation of an integrated industrial platform for Aerospace & Defense. The evolution of the The European market and industrial policies reward operators capable of overseeing the entire value chain, from design to production to certification. This is the direction Mare Group has chosen to follow. The acquisition immediately strengthens our production capacity, increases the contribution of high value-added manufacturing activities and creates the conditions for doublingofcapacityproductivedowntownilfirstsemesterof the2027".
Davide Napolitano, CEO of CTMAVIOSaid: Joining Mare Group brings the manufacturing expertise we've built over the years on engines, aircraft, and drones to a supply chain that designs, produces, and certifies under a single management. It's an opportunity to grow, invest, and tackle large-scale programs that today require critical mass, industrial capacity, and a long-term vision..
CTMAVIOwas formed on December 29, 2025, from the transfer of the aerospace division of CTM Srl ("CTM") and has not yet completed its first financial year. Therefore, the 2025 financial figures for the transferor, CTM, are reported: value of production of €8,3 million and EBITDA of €3,2 million. The transfer was made with a substantially zero net financial position. As of June 30, 2026, CTMAVIO's net financial position is positive by approximately €0,1 million (net cash).
With five plants in Italy, CTMAVIO designs and manufactures precision components, equipment, and structures in metal and composite materials for aeronautical, engine, and unmanned aerial vehicle (UAV) applications, overseeing the entire production cycle: from design and industrialization to production, surface treatments, assembly, maintenance, and quality control, supporting the Aeronautics, Space, and Defense sectors.
Mare Group plans, following the acquisition, to concentrate all production activities in a single site dedicated to Aerospace and Defense in the Naples metropolitan area, on an existing 25.000 sq m CTM site, integrating the activities currently distributed between Pomigliano d'Arco, Capua, Acerra, and Limatola. The investment, to be completed in the first half of 2027 for a maximum amount of €2 million, will allow to rationalize production, develop economies of scale and double current production capacity.
1CTMAVIOIt is bornfromconfermentofwholenessof thebouquetdicompanyaerospacediCTMS.r.l.happenedindata29December2025, no still has its own complete financial year, and therefore the 2025 financial data of the transferor CTM are reported.
Structure of the operation
The consideration for 100% of CTMAVIO's share capital is €9 million. Mare Group will pay this amount as follows: €4 million at closing, €2 million deposited in an escrow account, with release according to the contractual terms within 24 months, and €3 million through the issuance of up to 535.714 new Mare Group ordinary shares, valued at €5,60 each, subscribed by CTM through a capital increase reserved for it, and subject to a 24-month lock-up from the delivery date.
Representations, warranties and indemnities
CTM has provided Mare Group with a package of representations, warranties, and indemnities consistent with best market practices.
Financing methods
The cash component is financed by Mare Group's own resources; the share component is paid through the issuance of new shares to service the capital increase reserved for CTM.
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The transaction does not constitute a related-party transaction under the applicable regulations. It is not a significant transaction pursuant to Article 12 of the Euronext Growth Milan Issuers' Regulation, nor does it constitute a reverse takeover pursuant to Article 14 of the same Regulation.
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This press release is available on the Company's website https://www.maregroup.it/investor-relations and on the authorised system for the transmission and storage of regulated information “1INFO” available at the address https://www.1info.it/.
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Mare Group
With a history dating back to 2001, Mare Group is a high-tech engineering company operating in strategic sectors such as Aerospace and Defense, Industry and Transportation, Critical Infrastructure, and Construction, with over 2.000 clients and a subsidiary dedicated to SMEs. Listed on Euronext Growth Milan, the company operates through an asset-light model based on proprietary platforms, with over 700 employees, 35 offices in 5 countries, and the experience of more than 30 research projects completed with Italian and international universities. The 19 acquisitions and subsequent integrations completed since 2019 make Mare Group one of the leading independent innovative engineering companies in Italy and Europe.
