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.
BOARD OF STATUTORY AUDITORS
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
Sustainability Report
Procedures
INTERNAL DEALING
SHAREHOLDERS MEETINGS
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.
BOARD OF STATUTORY AUDITORS
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
Sustainability Report
Procedures
INTERNAL DEALING
SHAREHOLDERS MEETINGS
INVESTOR RELATIONS
(Price Sensitive)
(Non Price Sensitive)
(Price Sensitive)
PRESS RELEASES (Price Sensitive)
2024
(Non Price Sensitive)
PRESS RELEASES (Non Price Sensitive)
2024
31 Gennaio 2024
18 Gennaio 2024
15 Gennaio 2024
28 Dicembre 2023
16 Novembre 2023
7 Novembre 2023
5 Ottobre 2023
26 Settembre 2023
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
2022
2021
INFO FOR SHAREHOLDERS
SHARES
Share capital and shareholders
The following table illustrates the composition of the shareholder structure.
| SHAREHOLDERS | N. of Shares | % Share Capital |
|---|---|---|
| Antonio Maria Zinno | 3.036.545 | 25,20% |
| Marco Bellucci | 2.217.385 | 18,40% |
| Valerio Griffa | 1.782.293 | 14,79% |
| Other partners | 2.963.777 | 24,60% |
| Invitalia S.p.A. | 614.999 | 5,10% |
| Market | 1.435.001 | 11,91% |
| Total | 12.050.000 | 100,00% |
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.
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
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)
INVESTOR RELATIONS
PRESS RELEASES (Price Sensitive)
2024
PRESS RELEASES (Non Price Sensitive)
2024
31 Gennaio 2024
18 Gennaio 2024
15 Gennaio 2024
28 Dicembre 2023
16 Novembre 2023
7 Novembre 2023
5 Ottobre 2023
26 Settembre 2023
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
2022
2021
INFO FOR SHAREHOLDERS
SHARES
Share capital and shareholders
The following table illustrates the composition of the shareholder structure.
| SHAREHOLDERS | N. of Shares | % Share Capital |
|---|---|---|
| Antonio Maria Zinno | 3.036.545 | 25,20% |
| Marco Bellucci | 2.217.385 | 18,40% |
| Valerio Griffa | 1.782.293 | 14,79% |
| Other partners | 2.963.777 | 24,60% |
| Invitalia S.p.A. | 614.999 | 5,10% |
| Market | 1.435.001 | 11,91% |
| Total | 12.050.000 | 100,00% |
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.
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
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)