Slides
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1 The Next Growth Chapter in Underground Engineering S TR I CTL Y P R I V A TE A N D CO N F I D E N TI A L 20 TH JULY 2026 ICOP – 2026-2029 Business Plan
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2 Today’s speakers Piero Petrucco CEO Paolo Copetti CFO Giacomo Petrucco Board Member & IR Luca Fontana COO
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3 3 • ICOP today • Snapshot of our journey as a public company • The next growth chapter in underground engineering • Our organic growth plan • Creation of a global leader Agenda 1 2 3 3.1 3.2
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4 Over 100 years of history and growth 1 ICOP today Alvise Petrucco in 1920 signs his first draws as engineer. The company existence is first documented in January 1920 1920 Paolo Petrucco specializes the business toward special Foundation works and the design of reinforced concrete structures 1965 Paolo's sons - the third generation of engineers - Piero and Vittorio join the company. ICOP becomes a S.p.A. in 1987 1977-1980 First introduction of microtunneling in Italy and development of patented systems for railway and road underpasses 1991 Launch of a structured internationaliza- tion process, with the acquisition of ISPs (Switzerland) 2009 The 4th generation, Giacomo and Francesco, joins the BoD. ICOP becomes a Benefit Company, the first in the infra sector 2020 ICOP joins the Eteria consortium and strengthens its maritime presence with a stable base in the Port of Trieste 2021 ICOP successfully completes its IPO on the Italian stock market, marking a historic step in its evolution journey 2024 ICOP acquires AGH for US expansion and Palingeo to strengthen its leadership in national foundations market 2025 Establishment of the "Paolo Petrucco ETS Foundation", dedicated to his memory 2022 Alvise's three sons, Giovanni, Antonio and Paolo join the Ing. Petrucco Company, focused on a broad range of construction works 1947 Source: Company information
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5 The Italian market leader in underground works with an established and growing global presence 1. Pro-Forma aggregated figures including 12 months of ICOP, AGH and Palingeo, excluding extraordinary and transaction costs; 2. Simple rate appreciation Source: Company information Geographical presence 2025A, boosted by two recent acquisitionsKey figures, 2025PF1 1.5 B€ Backlog 93 M€ EBITDA 503 M€ Revenues 18.5% EBITDA % Project-base presence Established presence 1 ICOP today Listed on Euronext Growth Milan since July 2024 +375% Since IPO2 A3.1 Credit Rating 1.1k Employees Italy; 66% America; 22% Europe; 12% 2025A Revenues ➢ In the process of uplisting to Euronext Milan
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6 A vertical specialized player, benefitting from a better risk profile compared to traditional general contractors A vertical specialized player, benefitting from a better risk profile compared to traditional general contractors 1 ICOP today Key success factors Role Avg EBITDA (%) Avg EBIT (%) Risk profile Margins Time Financial Technical • Oversee and coordinate the entire construction project, directly executing part of the works & managing subcontractors Lower margins and high erosion risks (claims) • Deliver end-to-end projects on time, on budget and on quality • Effectively coordinate clients, suppliers subcontractors • Manage claims effectively High General Contractors Full schedule accountability, delays end with GC High WC needs and long payment cycles Broad technical responsibility, intense competition 7-8% 3-5% Risk profile Source: Company information 15-18% 7-10% • Focus on specific highly specialized project activities, limited in scope and duration under the supervision of General Contractors • Push own specifications in project requirements • Deliver innovative engineering solutions • Deliver superior execution through an articulated assets base Specialists Concentrated involvement early in the project lifecycle, reduced risk of delays Shorter activity cycle and faster financial turnaround Specialistic scope of work and lower competition Low Higher margins thanks to deep specialization 18.5% 12.1% 2025PF
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7 Unique expertise and track record in multiple complementary segments within underground engineering Unique expertise and track record in multiple complementary segments within underground engineering 1. % Revenues 2025PF Source: Company information Microtunneling Technologies Foundations Specialised Work General Work Tunneling solutions (0.5 - 3.5m diameter) applied to complex underground interventions, generating limited environmental impact (e.g. Microtunneling, Direct Piping) Advanced underground works, including: • Special foundations; • Diaphragm walls; • Soil improvement Other Infrastructure Work Constructions and refurbishment of infrastructures such as bridges, viaducts, roads, railway underpasses Public Private Partnership Works Construction and refurbishment of significant relevance projects in which the company is also shareholder in the company managing the assets (often also with public intervention) Maritime Works Specialty construction activities performed in marine environment (water piling, dredging, robotic solutions for bridge deck repairs, foundation piles, and underwater demolition) ~84%1 ~16%1 1 ICOP today
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8 8 Eteria Consortium structure and key aspects 9.1%~5%~40%~45% • Pooling industrial capabilities & credentials to deliver complex works across Italy • Projects lasting 1.5–2 years, each >50 M€ with ≥6% profitability • ICOP holding 9.1% of Eteria, with variable workload by project scope • ICOP directly executes only special foundation and tunneling works, but benefits from the participation to the overarching project Source: Eteria company presentation 2.2 B€ Backlog as of FY 2025 …providing visibility on major national works 1 ICOP today A key partner of Eteria representinga strategic platform enabling ICOP to capture complex infrastructural development demand in Italy… A key partner of Eteria representing a strategic platform enabling ICOP to capture complex infrastructural development demand in Italy… Linea 10 Napoli – New metro line linking center to Afragola AV station (0.7 B€) Milano Linea M1 – Extension for 3.3km underground tracks+new stations (0.4 B€) Key Projects (by value) Nodo di Catania – Undergrounding the railway to extend to the airport (0.3 B€) St. Jonica – 16 km highway upgrade, incl. 15 viaducts and 2 overpasses (0.4 B€)
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9 101 65 63 533 433 293 High productivity compared to the main specialist competitors, in particular with regards to EBITDA generation 538 527 384 374 334 291 257 229 217 173 115 74 57 52 42 29 27 21 18 15 Note: The flags reflect the nation of the headquarters of the relevant reference competitor Source: S&P Capital IQ, Orbis, Annual Reports, LSEG, Team Analysis Revenues/Employee 2025, k€ EBITDA/Employee 2025, k€ 1 ICOP today +16% +15% +14% +21% Revenues/Employee 2024, k€ EBITDA/Employee 2024, k€ 2025 vs 2024 growthx%
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10 10 Agenda • ICOP today • Snapshot of our journey as a public company • The next growth chapter in underground engineering • Our organic growth plan • Creation of a global leader 1 2 3 3.1 3.2
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11 2023A-25PF growth Revenues +349% EBITDA +533% +375% +51% +28% 50 100 150 200 250 300 350 400 450 500 550 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Feb-26 Mar-26 Apr-26 May-26 Jun-26 Jul-26 0 FTSE MIB EURO STOXX Construction & Materials A successful growth story, supported by strong and visible fundamentals 2 Snapshot of our journey as a public company 1. Simple rate appreciation Source: Company information January 2026 Successful completion of Palingeo acquisition and subsequent delisting October 2024 ICOP Wins 3 microtunneling projects worth +20 M€ 1 December 2024 Entered Electricity Grid Market with 30 M€ contract 2 February 2025 ICOP announces acquisition of 100% AGH (closed in Mar-25) 3 June 2025 ICOP announces takeover bid on Palingeo post agreement with FLS 6 July 2025 Launch of RoboGO 4 June 2026 ICOP announces takeover bid on Trevi 75 30-Sep-24 H1-24 financial results 15-Apr-25 AR-24 financial results 30-Sep-25 H1-25 financial results 23-Mar-26 AR-25 financial results ICOP performance1 | IPO – 2026YTD 1 2 3 4 5 6 7
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12 Consistently achieving all IPO strategic objectives in less than 24 months Consistently achieving all IPO strategic objectives in less than 24 months 2 Snapshot of our journey as a public company All June 2024 IPO objectives have been met... … and even more! Source: Company information New microtunneling machine developed in partnership with Cogeis. Several other ongoing R&D projects, including the deployment of RoboGO, massive, semi-submersible robotic platform for underwater port maintenance R&D projects 30 M€ contract awarded by TenneT for renewable energy distribution in Germany Enter Electricity Grid Market ICOP gained a core role in the infrastructural development of the port of Trieste, a long-awaited initiative for a key logistic gateway into Eastern Europe Trieste expansion Successfully acquired AGH, a leading U.S. geotechnical engineering group with 114 M$ in revenues Acquisition in USA Successfully acquired and delisted Palingeo, an integrated provider of Specialized Foundation Services leader in Italy with 76 M€ revenues Acquisition in Italy Oct-24 / Ongoing Dec-24 Mar-25 Jan-26 Ongoing
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13 Two successful acquisitions driving internationalization into high-growth markets and boosting Group’s operational capabilities AGH and Palingeo – two successful acquisitions allowing ICOP to access the large and high-growth US market and strengthen its competitive positioning in Italy AGH and Palingeo – two successful acquisitions allowing ICOP to access the large and high-growth US market and strengthen its competitive positioning in Italy 2 Snapshot of our journey as a public company Source: Company information Deeply entrenched Italian player with national coverage enhancing ICOP ability to tackle a larger number of projects Further addressable Eteria backlog (~2.2 B€) to sustain future growth Strong workforce, lean execution and large machinery portfolio boosting ICOP operational capabilities and enabling more efficient resource management Strong financials with (i) proven track record of growth and EBITDA margin consistently above 20% in the Foundations sector and (ii) a strong balance sheet Highly successful and synergistic transactions with Palingeo’s shareholders (FLS). Clear alignment of interest with FLS also acquiring a 5.4% stake in ICOP Deep expertise in Design-Build Soil Improvement, Deep Foundations, and Retaining Structure Enables ICOP to enter the Large and High-growth U.S. market for the first time Long-term growth track-record with 19% CAGR from 2017-2024 and margins ~15% Integration process smoothly underway, preserving local competencies, aligning to Group’s key processes, pursuing local leads in new technologies space Full suite of best-in-class offerings for critical needs and with differentiated Design-Build capabilities
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14 Port of Trieste: a fast-growing hub where ICOP has built a distinctive position, as indicated at IPO on EGM, and now sits centrally in works delivered and future development Port of Trieste: a fast-growing hub where ICOP has built a distinctive position, as indicated at IPO on EGM, and now sits centrally in works delivered and future development ➢ Port of Trieste is among most strategic port infrastructures in Northern Italy and a key gateway to Center and East Europe ➢ Port traffic in Trieste is growing steadily and has posted a >10% CAGR over 2010-20 period MOLO V, VII, PLT: Port electrification project MISP: environmental restoration project of former steel production facility MOLO VI: Dock construction – expansion of existing dock MOLO VII: Restoration of existing dock NOGHERE: Dock construction – expansion of existing dock ICOP at the centre of the works delivered and of the port's future development A strategic, fast-growing port PORT OF TRIESTE Completed / close to Works delivered and in completion MOLO VIII: planned new container terminal, PPP procedure under way, award expected by 2026 SERVOLA STATION: planned new rail hub serving the port area – tender launched in June EX-AQUILA AREA: planned redevelopment of the former industrial area – tender expected …selected examples among the several initiatives envisaged across the port area The port development plan opens multiple further opportunities – not yet in backlog As promised at IPO, the Trieste development projects have progressed as planned – with ICOP at the centre of the port’s asset management structure 2 Snapshot of our journey as a public company
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15 15 • ICOP today • Snapshot of our journey as a public company • The next growth chapter in underground engineering • Our organic growth plan • Creation of a global leader 1 2 3 3.1 3.2 Agenda
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16 Developed markets are at the core of ICOP's strategy for size, profitability and stability Note: China and India are excluded Source: Global Data's Global Construction Outlook Report 2025, BCG analysis Most attractive geo for ICOP Group Least attractive geo for ICOP Group High High Low Africa Low Australia High South-East Asia Mid Size Growth Profitability Proximity North America Ease of biz. Risk profile Europe Size Growth Profitability Proximity Ease of biz. Risk profile Middle East Mid Size Growth Profitability Proximity Ease of biz. Risk profile South America Size Growth Profitability Proximity Ease of biz. Risk profile Size Growth Profitability Proximity Ease of biz. Risk profile Size Growth Profitability Proximity Ease of biz. Risk profile Size Growth Profitability Proximity Ease of biz. Risk profile 3 The next growth chapter in underground engineering Our organic growth plan ICOP Current Core Market
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17 Special Foundations market by sector, B€ Special Foundations market by geography, B€ 2025 2026E 2027E 2028E 2029E 2030E 41.0 42.9 44.5 46.4 48.2 51.6 4.7% ➢ Special Foundations is an attractive market segment growing +40% more than global constructions ➢ ICOP already strongly positioned in the most relevant sectors and geographies within the special foundations niche Residential Infrastructure Commercial Energy/Utilities Institutional Industrial Special foundations – a niche market segment expected to grow 40% faster than the broader construction industry globally Note: China and India are excluded; data include new construction and renovation, excluding demolition and maintenance; EUR/U SD exchange rate of 1.17; global construction market is expected to grow by 3.3% in 2025-2030E Source: Global Construction Outlook Report 2025 by Global Data, BCG analysis LATAM ME & Africa APAC NAMR EU 2025 2026E 2027E 2028E 2029E 2030E 41.0 42.9 44.5 46.4 48.2 51.6 4.7% 3 The next growth chapter in underground engineering Our organic growth plan
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18 ICOP's technical expertise and Italian leadership in microtunneling open the door to a ~5 B€ high-margin market across the EU and US Italy France Germany Others EU US O&G Water & Sewage Electricity & Power Others ~300 ~200 ~200 ~800 ~3,000 EU Countries (35%) ICOP current market share ~4% US Countries (65%) Untapped market for ICOP ICOP market leader in Italy Environmental regulations and climate change events (hurricanes, river floods,..) triggered demand for deep drainage and coastal defense Major capital investments in energy & utilities corridors, e.g., gas transmission expansion in Italy and Baltic/Germany grid connection Dense urban and industrial areas, favor microtunneling due to minimal surface disruption for critical crossings under roads, rail, ports Ageing infrastructure & capacity shortfalls, with many water and sewer networks with chronic leakage and capacity issues Key Trends EU and US Microtunneling market, M€, 2025 Source: Global Construction Outlook Report 2025 by Global Data, BCG analysis 3 The next growth chapter in underground engineering Our organic growth plan
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19 EU and US microtunneling markets offer significant growth opportunities, driven by water, O&G & emerging electric demand across key regional hubs 43% 27% 15% 15% ~1,500 ~2,100~8% Others Electricity & Power Water/Sewage Oil & Gas Based on Real US dollars adjusted to 2022, Exc EUR/USD 1.152 Source: Global Data's Global Construction Outlook Report 2025, IHS US Construction Data, BCG analysis Microtunneling market in EU 2025-2030E by sector, M€ Microtunneling market in US 2025-2030E by sector, M€ 2025 2030E ~3,000 ~4,000 41% 59% ~6% Rest of US East Coast ~3,000 ~4,000 4%10% 59% 26% ~6% Others Electricity & Power Oil & Gas Water/Sewage Microtunneling market in US 2025-2030E by area, M€ 3 The next growth chapter in underground engineering Our organic growth plan 2025 2030E ~1,500 ~2,100 13% 13% 57% 17% ~8% Others EU Italy France Germany Microtunneling market in EU 2025-2030E by geo, M€
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20 Maritime works is a promising market with ~9 B€ projects in motion in Italy and ~35 B€ opening-up in the US 20+ Major Projects in Pipeline Ports of national relevance1 Top 25 Container Ports by TEUs 70+ Major Projects in Pipeline Ports projects | Ongoing and in Pipeline 2026E-2033E Ports projects | Ongoing and in Pipeline 2026E-2033E ~9 B€ investments through 2026E-’33E, with a significant share (~4 B€) potentially addressable by Eteria/ICOP Maritime Works market in US worth ~35 B€ in 2026E- 2033E, of which approx. 10% potentially addressable by ICOP (only special foundations and only East Coast) 1. Ports handling arrivals and departures of ships with gross tonnage>= 300, for which port management and traffic control sy stems send arrival and departure information to other European States, 2022 mapping Note: TEU stands for Twenty-foot Equivalent Unit. Volume of a standard 20 -foot shipping container and is commonly used to quantify containerized cargo and port throughput Source: GlobalData CIC; Bureau of Transportation Statistics; Natural Earth Country boundaries without boundary lakes, Open PN RR Portal, Ministero delle Infrastrutture e dei Trasporti, BCG analysis Port of Livorno Major terminal expansion into logistics hub Port of Taranto Upgrading the naval station in the Mar Grande Port of Venice New container terminal, road/rail access Port of Genova Breakwater works (ongoing) + other interventions in pipeline Port of Trieste Major expansion in phases (new docks, railway-link, etc.) Port of La Spezia New terminal (won), military marina + other interventions Oregon New container terminal and new intermodal terminal Alaska Port modernization and new terminals California Floating pier terminal construction Maine Naval shipyard upgrade ICOP ALREADY STRATEGICALLY POSITIONED New Expansion South Carolina New Jasper Ocean Terminal New Expansion Expansion Houston Several interventions of restoration and wharves reconstruction Restoration ICOP ALREADY STRATEGICALLY POSITIONED ~2 B€ Italian Ministry of Defence program ("Basi Blu") to upgrade infrastructure of Italian Navy bases within 2033 Port of Augusta Modernization of Italian Navy infrastructure Ports projects | Ongoing and in pipeline 3 The next growth chapter in underground engineering Our organic growth plan
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21 Rendering of the new Molo VIII terminal 55Y DIRECT DEVELOPER, ALONGSIDE HHLA ICOP sits inside the PLT concession alongside HHLA, Hamburg’s port operator: direct development of the area, terminal dividends over years, a structural role in every future phase 2026 IN PIPELINE — NOT YET IN BACKLOG The process is on track: PPP proposed by ICOP, public funds confirmed, award expected by 2026. Until then the business plan prudently books it as pipeline — upside, not backlog >500 M€ VISIBILITY AHEAD of potential direct maritime works across the programme 2027 269 M€ Phase 1 · first dock · 550k TEU 2031 630 M€ Phase 2 · 1m TEU TBD 180 M€ Phase 3 · 1.3m TEU 2040 220 M€ Phase 4 · 1.6m TEU ICOP at the center of Molo VIII — the flagship expansion of Italy's #1 port Sources: Company information (June 2026); Kepler Cheuvreux ( Feb 2025). Trieste, Italy’s #1 freight port, will build a new 1.4B€ container terminal — promoted, co-owned and built by ICOP if awarded Four phases, tender on track for Phase 1: PPP proposed by ICOP/HHLA ✓ · public funds confirmed ✓ · award expected by 2026 One award away: phase 1 in 2026 would turn pipeline into multi-year, high-visibility backlog 3 The next growth chapter in underground engineering Our organic growth plan
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22Note: Including new construction and refurbishment data, excluding demolition and repair & Maintenance; Based on Real US doll ars adjusted to 2022 Source: Global Data's Global Construction Outlook Report 2025, IHS US Construction Data, BCG analysis -6% -4% -2% 0% 2% 4% 6% -6% -4% -2% 0% 2% 4% 6% CAGR 2026E-2030E CAGR 2020-2025 United Kingdom Austria Sweden Norway Finland Netherlands Portugal Denmark Slovakia Poland Switzerland Belgium Spain Germany France Ireland ICOP Core Others Italy 8.4% growth in 2020-25 Decelerators Accelerators Within EU construction market the Nordics and Germany are set to outpace the regional growth After a strong post-covid growth, Italian market is set for moderate growth at ~1.3% CAGR in 2026- 2030 as the “Superbonus” ends and PNRR inflows reduce Beyond the ICOP core, other EU countries are set to grow, introducing new tactical opportunities (e.g. Spain) Strategically well positioned in Europe, with ICOP core markets set to accelerate growth through to 2030E 3 The next growth chapter in underground engineering Our organic growth plan
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23 In the US the recent acquisition (AGH) provides ICOP with the right platform to capture an untapped market potential Market size by sector, T€ ICOP positioning after AGH acquisition 2026E 2027E 2028E 2029E 2030E ~2.0 2025 ~1.7 2.7% NAMR ~2 T€ construction market is nearly as large as EU East-coast representing about 40% of the market, with substantial investments in infrastructure (roads, bridges, ports, coastal resilience), with AGH physically present in Virginia and Florida but operating across the entire east-coast Low High Investment by Area Source: Project Atlas Market Report, Global Data's Global Construction Outlook Report 2025, HIS Data, United States Census 20 23, BCG analysis Residential Infrastructure Commercial Energy/Utilities Institutional Industrial 3 The next growth chapter in underground engineering Our organic growth plan
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24 Major infrastructure investments planned by key national players in Italy and US will boost the underground works market over the next five years Infrastructure Investments Programs Infrastructure Investments Programs Special Foundations Special Foundations Microtunneling Microtunneling Bolzano Padova Verona Genova Bologna Rimini Torino Ventimiglia Olbia Sassari Cagliari Brindisi Brindisi Reggio Calabria Catania MessinaPalermo Salerno Napoli Potenza Taranto BariRoma Pescara AnconaFirenze Venezia TriesteMilano Principale rete attuale AV Avvio interventi AV su piano decennale Rete attuale (esemplificativa ) 100+ B€ in 2025-2029 • >60 B€ for network transformation • <14 B€ residual PNRR perimeter • 95+ B€ investments exp. '29-'34 2.5+ B€ yearly in 2025 • +21% YoY for network maintenance, regeneration and upgrades • 30+ B€ investments in the next 15y A4 IV Corsia dinamica (V.le Certosa - Sesto S.G) Svincolo Dalmine A1 Milano sud - Lodi (IVo Corsia) A8 Milano- Gallarate (VO Corsia) Passante di Bologna (e viabilita connessa)A1 3 p a d o v a-M o n s e l i c e (IIIo Corsia) A1 3 F e r r a r a-B o l o g n a (IIIo Corsia) Tangenziale di Modena A 1 4 B o l o g n a S . L a z z o r a- D i r a m . R a v e n n a ( I Vo C o r s i a ) Galleria Montemario Opere compensative Persaro Riqualifca A1 Barberino- CalenzanoPREVAM ToscanaA11 Firenze- Pistoia (IIIo Corsia)A 1 F i r e n z e S u d-I n c i s a (IIIo Corsia) A1 Incisa- Valdarno (IIIo Corsia)A12 Cerveteri - Torrimpetra (IIIo Corsia dinamica) Gronda di Genova Nodo S.Benigno Tunnel sub- portuale xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxxxxx xxx xxx xxxxxx xxx xxx xxx xxx xxx xxx xxxxxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxxxxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx Passo Gries TARVISIO GORIZIA CAVERZERE(Adriatic LNG) RAVENNA (LNG) PANIGAGLIA (LNG) LIVORNO (OLT LNG)PIOMBINO (LNG) MELENDUGNO GELA MAZARA DEL VALLO Malb orgh etto Mine rbio Pogg io Rena tico Mes sina Transport Storage Entry points Sett ala Fium e Tres te • ~850km of pipelines replacement • 10 bcm/y of additional capacity • Export to Austria increaseby x1.5 13+ B€ in 2025-2029 • Ageing water network, 60% is 30+ years old, 25% is 50+ old • Hist. under-investment in South-Italy Acquedotto del Peschiera ~25km Acquedotto Marcio ~8km Ottavia Trionfale ~5km 8+ B€ in 2025-2029 • 18+ B$ to repair critical structures (deficient bridges, tunnels, stations) • 5+ B$ to rebuild in NY the grand central artery & key infrastructures 68+ B$ in 2025-2029 50+ B$ in 2025-2029 • >30 B$ for electric distribution • >15 B$ for renewables plants • 7+ B$ more vs 2024 estimates to support data center demand boom 120+ B$ in 2025-2029 17-18+ B$ in 2025-2029 • >60% into renewables network • ~121 GW ren.&storage capacity built • Support Data Centers growth • >70% investments in water infra • 40-42+ B$ in the next 9y • East Coast footprint tackling an aging US water infra network Source: BCG analysis 3 The next growth chapter in underground engineering Our organic growth plan
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25 Source: BCG analysis R&D and innovation as the backbone of ICOP’s growth ICOP’s approach to R&D Four core pillars underpinning targeted R&D strategy Right scale to invest in R&D opportunities that are too capital intensive for smaller players and not prioritized by large general contractors Funding capacity for sustained R&D and innovation initiatives – thanks to solid historical profitability (25+ M€ capex in R&D in L5Y) Innovation culture and successful track record in tech-driven solutions alongside a clear ambition to accelerate R&D-led growth Focus on efficiency and productivity to always target a marginality improvement Supported by long-term partners OEM & automation companies AI & Data Analytics start-up Consortium / Large Projects Universities & R&D centers Increase productivity and safety and reduce human exposure to critical conditions Automation & robotics Create high-performance, low-impact materials for demanding environments Sustainable & advanced materials Use digital tools and data to improve control and predictability Digitalization focus Improve productivity and efficiency through process innovation Innovation in construction processes 3 The next growth chapter in underground engineering Our organic growth plan
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26 Notes: Numbers based on real project experience (Molo VII Port of Trieste); BCG analysis A winning example of how innovation and R&D are shaping ICOP’s future growth: RoboGo Self-propelled pontoon capable of moving underneath existing docks AI-enabled arms for detecting cracks and structural damages Remotely operated robot for deep maintenance of submerged dock foundations Four clamps for precise positioning and two robotic arms for maintenance activities .. reduction in execution time, a game- changer in underwater infra maintenance ..of initial Capex to customize RoboGo for new projects (investment already fully recovered) .. recovery of wastewater, reducing disposal costs and environmental impacts .. Full coverage of R&D cost within execution of the first contract -50% <10% Full 100% RoboGo transforming the future of ports maintenance… …by boosting productivity and enabling new capabilities Higher security of the performance and lower direct involvement of employees 3 The next growth chapter in underground engineering Our organic growth plan
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27 A winning example of how innovation and R&D are shaping ICOP’s future growth: RoboGo cont’d 3 The next growth chapter in underground engineering Our organic growth plan
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28 ICOP industrial plan focuses on international expansion, group synergies (AGH and Palingeo) and technological leadership HOW TO WIN Selective M&A strategy to accelerate growth in high-potential regions WHERE TO PLAY Special Foundations Microtunneling Maritime Works Infrastructure Works and PPP Prioritize US expansion across core foundation technologies Strengthen EU leadership and accelerate US entry by exporting ICOP know-how and technology Focus on priority Italian ports and pursue growth opportunities in major US ports Target selected high-margin infrastructure projects via Eteria Consortium and PPP Ensure profitable backlog execution as a robust platform for growth Leverage Eteria Consortium partnership Scale-up organization and capabilities, improving coordination across entities to extract synergies Align workforce capacity, invest in innovation and in a scalable digital backbone Accelerate growth in key geographies through know- how synergies and selective M&A as opportunities arise Boost market reach with technical marketing and technological leadership Build early engagement with key institutions and authorities Leverage the new developed robotic technology (RoboGo) and targeted R&D strategy Source: Company Business Plan, BCG analysis 3 The next growth chapter in underground engineering Our organic growth plan
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29 Backlog underpin revenue stability and visibility enabling sustained growth… Source: Company Business Plan, BCG analysis • Backlog coverage stands at 2.9x revenues, providing solid multi-year visibility ICOP backlog evolution (M€) 850 960 128 1,255 2023 2024 2025PF 1,462 79 ICOP AGH Palingeo Revenues, M€ 112 187 503 PNRR: 53 M€ PNRR: 44 M€ PNRR: 20 M€ 3 The next growth chapter in underground engineering Our organic growth plan
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30 …and covering a significant portion of future revenues including hot pipeline Concentration of backlog in the first 3 years reflecting the relatively short lifecycle of specialist projects Source: Company Business Plan, BCG analysis • Growth supported by a solid foundation of secured backlog and a substantial hot pipeline, covering 75% of '27 revenues • Backlog & pipeline coverage remains solid across the plan horizon, while new wins progressively expand the topline • From 2028 onward, growth increasingly driven by new projects, with strategic initiatives becoming a material contributor 2026E 40-45% 30-34% 13-15% 10-12% 2027E 24-28% 28-32% 8-10% 34-36% 2028E 13-15% 18-20% 9-11% 2029E 503 57-59% Backlog Hot Pipeline Cold Pipeline New Projects 2025PF ~ 100% ICOP group backlog and pipeline coverage (M€) 3 The next growth chapter in underground engineering Our organic growth plan
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31 2025PF 2026E 2029E 503 610-640 900-950+15-17% ~1.5 B€ backlog (~2.9x revenues 2025) ensure solid multi-year visibility 93 2025PF 2026E 2029E 105-115 170-190+16-20% Stabilization at ~19-20% reflects solid operational discipline 30% 70% 2025PF 8% 92% 2026E 2029E 35 30-35 40-45 RoboGo ~15-20 M€ cumulated expenditure in R&D expected through 2026E- 2029E EBITDA Margin 18% 17-18% 19-20% Incidence % on revenues1 9% 5-7% 5-7% 1. The impact is assessed net of the revenues from consortium fees, since these do not require any investment in new machiner y; 2. defined as (EBITDA – Capex) / EBITDA Source: Company Business Plan, BCG analysis Book to Bill Target >1x Cash Conversion Target2 ~70% ICOP's 2026-29 business plan targeting high-teens revenue growth and ~150 bps EBITDA margin expansion over the period CAGR 2025PF-2029E Revenues 2025PF-2029E, M€ EBITDA 2025PF-2029E, M€ CAPEX 2025PF-2029E, M€ Profitability from R&D capex is not yet factored-in in margins 3 The next growth chapter in underground engineering Our organic growth plan
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3232 Beyond the organic business plan… 2025PF 2026E 2029E 503 610-640 900-950+15-17% …ICOP aims to accelerate growth through targeted M&As in high-potential regions Regions with stable multiyear investments expected to boost infrastructure sectors (e.g., NAMR, EU, APAC) Strong presence in high-potential regions To rapidly penetrate new markets by forming alliances with local contractors and leveraging existing client relationships Mature and long-standing relationships Industrial rationale and complementarity Niche underground engineering capabilities enhancing ICOP ability to bid for complex and higher-value projects Recognized technical excellence Recognized technical excellence to ensure fast integration with the ICOP Group culture Scale up opportunity Increased scale enables the company to compete for larger and more complex contracts, while strengthening its track record and technical credentials ICOP's key requisites for selective M&A transactions Revenues 2025PF-2029E, M€ Source: Company Business Plan, BCG analysis 3 The next growth chapter in underground engineering Our organic growth plan CAGR 2025PF-2029E
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33 ESG at the heart of ICOP strategy - 2029 key targets ESG Area Objectives KPIs E1 Achieve a 50% reduction in Scope 1 & 2 GHG emissions (vs. 2019 baseline) through fleet renewal, low-emission technologies and alternative fuels Reduce the Group's carbon footprint E2 Accelerate the electrification of construction sites Invest in electrical infrastructure and technologies to accelerate construction site electrification by 2029 S1 Develop people, skills and inclusion Maintain an average of ≥20 training hours per employee per year and ensure 100% completion of mandatory D&I, ethics and safety training S2 Foster an inclusive, safe and engaging workplace Maintain SA8000, UNI/PdR 125 and ISO 30415 certifications while expanding employee wellbeing and community engagement programs G1 Strengthen sustainable supply chain management Assess at least 80% of strategic suppliers (representing more than 1 million in annual procurement value) against ESG criteria by 2029 G2 Embed ESG into people performance and rewards Extend to the entire Group and all subsidiaries the ESG objectives already embedded in the ICOP incentive plan since 2026, implementing an ESG-linked performance evaluation and incentive system covering all employees by 2029 Source: Company Business Plan, BCG analysis 3 The next growth chapter in underground engineering Our organic growth plan
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34 34 Agenda • ICOP today • Snapshot of our journey as a public company • The next growth chapter in underground engineering • Our organic growth plan • Creation of a global leader 1 2 3 3.1 3.2
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35 Trevi: main terms of the offer and timing • Voluntary public exchange offer on all the ordinary shares of Trevi – Finanziaria Industriale S.p.A. (up to 65,578,216 shares – 100% of share capital), aimed at delisting from Euronext Milan • ICOP to offer 0.133 shares for each Trevi share • Offer price of 4.163 for each Trevi share, representing a total consideration of ~273 M€ • Closing of the transaction is expected by 4Q 2026 • ICOP shares uplisting on Euronext Milan concurrently with the offer Notes: Please refer to the communication pursuant to Article 102 of Legislative Decree No. 58 of 24 February 1998 for further inform ation regarding the Offer. Source: Company information Premium vs. Trevi share price 26/06/2026 (last undisturbed date before 102) +20.1% L1M before 26/06/2026 +21.9% L3M before 26/06/2026 +28.9% Premium vs.: TERP of the Rights Issue recently closed +35.4% Share price of the Rights Issue recently closed +108.1% Transaction summary 3 The next growth chapter in underground engineering Creation of a global leader
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36 Up-listing and OPS strongly enhancing free float Market2 16.2% Cifre Srl 78.4% F.L.S. 5.4% Today Post up-listing and OPS1 Current listing venue: New listing venue: Cifre Srl 61.6% Market2 38.4% Up-listing and Free Float increase to unlock liquidity enhancement • The platform for high-growth companies in their scaling up phase • Strengthening investor confidence and sharing value creation • Flexible regulatory and governance framework facilitating access to growth capital • The natural home market for ICOP • Increased free float and improved liquidity, enhancing investor audience • Reinforced governance and increased visibility +22% Free Float increase 1. Assuming full conversion of Trevi shares in ICOP at 0.133x; 2. Market is defined as any stake below 5.0% Source: Company information 36 3 The next growth chapter in underground engineering Creation of a global leader
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37 The integration of Trevi and ICOP has a solid industrial and financial rationale, creating a global leader with distinctive scale and capabilities Industrial rationales Financial rationales Creation of a global specialist leader Combined Entity among the top global players in Underground Engineering • Relevant scale, strong global competitive positioning Sizeable and growing financial profile • Combined Entity with revenues >1 B€ in 2025 • More diversified and sizeable backlog (>2 B€) Geographical complementarity Global platform with limited overlap in IT and EU • ICOP: solid positioning in IT/EU, scaling up in US (private sector) • Trevi: established footprint in high-growth geos such as US (focus on public infrastructures), APAC and ME Synergies and value creation Value creation at full speed enabled by commercial and cost levers • Revenues: access to new markets and technology cross-selling • Costs: SG&A rationalization and capability sharing Cross-selling and technology enhancement Leveraging distinctive capabilities and sharing best practices • ICOP microtunneling cross-selling via Trevi commercial network • Trevi expertise on complex projects for the benefit of ICOP Cost of debt optimization Potential refinancing of Trevi’s debt at more favorable terms Source: Company information, Company Business Plan, publicly available information 3 The next growth chapter in underground engineering Creation of a global leader
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38 Combining ICOP’s consolidated presence in developed markets with Trevi’s access to emerging geographies to enable the creation of a stronger and more risk-balanced global player Note: Combined Entity's pro-forma is the arithmetic sum of ICOP and Trevi's 2025A revenues Source: ICOP business plan, Trevi business plan, Financial reports 2025 Revenues in M€ (stake of total Revenues %) Combined Entity 207 (18%) NORTH AMERICA 96 (15%) 111 (22%) Most attractive geo for ICOP Group Combined Entity 450 (40%) ITALY 118 (19%) 332 (66%) Combined Entity 97 (9%) EUROPE 37 (6%) 60 (12%) Combined Entity 30 (3%) LATIN AMERICA 30 (5%) Combined Entity 25 (2%) AFRICA 25 (4%) Combined Entity 244 (22%) MIDDLE EAST 244 (39%) Combined Entity 74 (7%) ASIA PACIFIC 74 (12%) 1,127 COMBINED ENTITY 624 503 Revenues 2025A ICOP and Trevi vs. Combined Entity by geography Least attractive geo for ICOP Group 3 The next growth chapter in underground engineering Creation of a global leader
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39 ICOP Trevi Aggregate ICOP Trevi Aggregate The combined entity stands out as a strong industrial and financial player, with >1.1 B€ revenues and expected to grow to ~1.7 B€ by 2029, with tangible benefits for all stakeholders involved Combined Revenues (M€) Combined Capex, (M€) Combined EBITDA, (M€) Source: Publicly available information. Combined numbers calculated assuming the mid -point of the ICOP BP range for 2026E and 2029E numbers and the mid-point of Trevi Business Plan published on March 30th 2026 for 2026E and 2029E % Margin % CAGR '23-’26 % CAGR '25-'29 SYNERGIES NOT FACTORED IN 18% 11% ~19% ~13% ~16%14% ICOP Trevi Aggregate ICOP Trevi Aggregate 77% 3% 22% ~16% ~5% ~11% 610-640 640-670 1,280 900-950 >750 ~1,700 105-115 70-80 185 170-190 ~100 ~280 ICOP Trevi Aggregate ICOP Trevi Aggregate 30-35 ~20 ~52 40-45 ~20 ~60 COMBINED ENTITY COMBINED ENTITY COMBINED ENTITY COMBINED ENTITY COMBINED ENTITY COMBINED ENTITY 2026E 2029E % ICOP weight on combined CAGR '25-'29 54% 64% % ICOP weight on combined 3 The next growth chapter in underground engineering Creation of a global leader 503 624 1,127 2025PF 93 86 179 2025PF 35 21 56 2025PF 2025PF
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40 40 Value creation lever Rationale Complementary expertise and references reinforce group competitivity and enable access to broader tender perimeter Growth in large EU markets (Nordics, Germany, France) leveraging shared commercial platforms Immediate access to US and APAC by exporting ICOP Microtunneling offering through Trevi's commercial platform National Champion and MS1 growth in Italy MS1 increase in Europe Cross-Selling Micro- tunnelling in Geo Trevi Soilmec-related synergies or potential spin-off not yet valued (potential upside) Improved margins through ICOP's cost focus culture and optimized equipment fleet utilization Greater negotiating power given the "new" group scale Given enhanced growth profile of the combined entity ample room for efficiencies and integration Access to capital at more competitive rates vs current Trevi's WACC Best practices (lean) and fleet sharing Scale on procurement and sub-contracting Corporate structure and legal entities Integration Cost of debt reduction2 Revenues synergies Cost synergies Synergies between the two companies unlocking +120- 140 M€ in revenues and +55-75 M€ in EBITDA 1. Market Share; 2. Cost synergy which does not generate EBITDA impact Source: ICOP business plan, Trevi business plan, Financial reports 2025 +120-140 M€ Revenues fully phased in by YEAR 4 +55-75 M€ EBITDA fully phased in by YEAR 4 3 The next growth chapter in underground engineering Creation of a global leader
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4141 Building the Next Global Leader in Underground Engineering 900-950 M€ 170-190 M€ ICOP Organic EBITDA 2029E 19-20% ICOP Organic EBITDA Margin 2029E ~70%1 ICOP Organic Cash Conversion Target ICOP Organic Revenues by 2029E ICOP Uplisting on Euronext Milan Expected by September 2026 Trevi OPS Offer Closing 4Q 2026 ~1,700 M€ Revenues ~280 M€ EBITDA Combined by 2029E 1. Defined as (EBITDA – Capex) / EBITDA
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4242 Appendix
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43 Cross-atlantic leader in specialty construction offering critical foundation and ground engineering services Right platform to tap the enormous potential of the US market Benefitting from structural trends related to energy transition and water savings Solid backlog of ~1.5 B€ enabling high revenue visibility and supported by long-term partnerships with blue-chip clients Track-record of delivering transformational M&A and long-term organic growth Strong financial performance enhanced by the consolidation of new entities ICOP – A unique asset in the specialized construction space ICOP – A unique asset in the specialized construction space 6 Appendix 1 2 5 3 4 Source: Company information
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44 Rigassifier Piombino (It) Isola Farnese Rome (It) Gasduct Ixmiquilpan (Mx) Plt Trieste (It) Na-br Railway Grottaminarda (It) Ariane 6 Launch Station – French Guiana (Fr) Grand Paris Express Paris (Fr) Darse Nord Parking Monaco (Mo) Foundations Microtunneling Technologies Maritime Works Case studies: complex projects are where ICOP has its foundation Case studies: complex projects are where ICOP has its foundation Appendix Source: Company information
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45 AGH is an integrated provider of critical geotechnical engineering services to a large and diverse customer base AGH is an integrated provider of critical geotechnical engineering services to a large and diverse customer base ▪ AGH is a recognized leader in design-build geotechnical construction across the U.S, with deep expertise in soil improvement, deep foundations, and retaining structures – Differentiated design-build capabilities – Modern specialized fleet serving the Eastern U.S. – Customer-centric project delivery model characterized by an in-region technical salesforce, project managers and an experienced engineering team – Deeply ingrained safety culture leading to a demonstrated, and industry- recognized, safety record ▪ AGH has a team of 250+ professionals and generated 126 M$ in revenue in 2025. By product line, ~52% came from Ground Improvement, ~42% from Structures & Earth Retention, and ~6% from Deep Foundations 126 M$ 2025A Revenue 19% CAGR ’17-’24 Source: Company information ~15% 2025A Adjusted EBITDA Margin Business Overview Current Geographic Footprint AGH Robust Suite of Capabilities… Ground Improvement Structures & Earth Retention Deep Foundations Engineering & Design Support ~6% of 2025A Revenue ~52% of 2025A Revenue ~42% of 2025A Revenue ~80% Jobs with Design-Build Component 18 Person Design Engineering Team …and Support Functions Appendix >90 M$ Backlog
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461. As of Mar-25 Source: Company information ▪ Established in 1999, Palingeo is a leading Italian company in the field of special foundations, with over 25 years of experience serving industrial operators and public administrations ▪ The Group is specialized on the following areas: – Foundation works: For industrial complexes, underground parking, and infrastructure – Waterproofing & Consolidation: Ground and rock stabilization – Structural restoration: Landslide and slope stabilization – Geological surveys: Testing and inspection of special foundations ▪ Palingeo has a team of 260+ professionals1, operates from 5 offices/local units, serving 100+ clients with a 90% recurring business rate Italian Footprint Registered and operational headquarters Local units and warehouses - Brescia Local unit and warehouse - Mantova Local units and warehouses - Messina Messina Brescia Mantova KPIs 76.2 M€ 2025A Value of Production +260 Professionals 16.9 M€ 2025A EBITDA Adjusted 22% EBITDA Adjusted Margin +90% On-field Workforce 200+ Additional Machines Palingeo is an integrated provider of specialized foundation services to Italy’s leading industrial and public sector clients Appendix Business Overview Contrada Santa Barbara Snc Fiumedinisi (ME) 265 mq Warehouse with a fully equipped workshop, opened to support the construction site for the doubling of the Messina–Catania railway line (We Build S.p.A. project) Campo Paradiso CM Casalmoro (MN) 12.929 mq (of which covered 3.956) Equipment warehouse and storage with a fully equipped workshop Via Mantova, 307 Montichiari (BS) 7.200 mq (of which covered 2.200) Warehouse and Machinery Storage Via Nazionale, 202 Corteno Golgi (BS) 259 mq (of which uncovered 27) Warehouse and Machinery Storage Via Meucci, 26 Carpenedolo (BS) 365 mq covered It houses the executive offices as well as the administrative and technical departments
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47 Rating scale 2017 2018 2019 2020 2021 2022 2023 2024 2025 A1.1 … A3.1 B1.1 B1.2 B2.1 B2.2 C1.1 C1.2 C2.1 Certified financial solidity, with credit rating constantly increasing from the first rating in 2016 Source: Cerved, BCG analysis Investment Grade First rating November 2016 Upgraded in February 2021 Upgraded in May 2024 Recognized, certified and long-term financial solidity • Investment grade since first rating • Stronger track-record vs. main national competitor Appendix
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48 Environmental Social Governance Innovation and sustainable technologies Inter- national Cooperation Company Welfare Link with the local community 100% green energy contract activation Trenchless technologies Industry 4.0, BIM & Dedalo initiatives Net Zero Strategy Environmentally friendly machinery Emission reduction filters Energy efficiency initiatives South Sudan Social Branch Education, farming, women develop- ment Additional Insurance Maternity Flexibility Summer Camp Zero Accidents Bonus Work- place Health Promotion (WHP) Partnership with universities Cooperation with “Vicini di Casa Onlus” Social Housing Cooperation with local communities Mexico, Colombia, Trieste Cooperation with Social Services Ethical Code for board members, employees and third parties Annual impact evaluation Integrated management of 12 certifications for quality and safety Advisory board to foster intergenerational Corporate governance, ethics and transparency HVO biodiesel transition ICOP is a benefit corporation with ESG at the core of its strategy Source: Company information Appendix
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49 DISCLAIMER This presentation includes certain forward looking statements, projections, objectives and estimates reflecting the current views of the management of I.CO.P. S.p.A. Società Benefit (“ICOP” or “Company”) with respect to future events. Forward looking statements, projections, objectives, estimates and forecasts are generally identifiable by the use of the words “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Company participates or is seeking to participate. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. The group’s ability to achieve its projected objectives or results is dependent on many factors which are outside management’s control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. All forward-looking statements included herein are based on information available to the Company as of the date hereof. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The economic and financial projections for 2026-2029 have been prepared on a stand-alone basis and do not reflect the effects of the public exchange offer for Trevi – Finanziaria Industriale S.p.A., which is expected to close in the fourth quarter of 2026.Moreover, the projections do not take into account external or currently unforeseeable events occurring after the date the Plan was prepared. This presentation is dated 20 July 2026. * * * This presentation does not constitute or form any part of an offer to exchange or purchase, or solicitation of an offer to buy or exchange, any securities. Any such offer or solicitation will be made only pursuant to an official offer documentation approved by the appropriate regulators. * * * The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice. The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither ICOP nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this document. By accessing these materials, you agree to be bound by the foregoing limitations. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR IN OTHER COUNTRIES, AS DEFINED HEREINAFTER). The public voluntary exchange Offer described in this document will be promoted by I.CO.P. S.p.A. Società Benefit (“ICOP” or “Offeror”) over the totality of the ordinary shares of Trevi - Finanziaria Industriale S.p.A. (“Trevi”). This document does not constitute an offer to buy or sell Trevi’s shares. Before the beginning of the Tender Period, as required by the applicable regulations, the Offeror will publish the Offer Document which Trevi’s shareholders shall carefully examine. The Offer will be launched exclusively in Italy and will be made on a non-discriminatory basis and on equal terms to all shareholders of Trevi. The Offer will be promoted in Italy as Trevi’s shares are listed on the Euronext Milan organised and managed by Borsa Italiana S.p.A. and, except for what is indicated below, is subject to the obligations and procedural requirements provided for by Italian law. The Offer is not and will not be made in the United States (or will not be directed at U.S. Persons, as defined by the U.S. Securities Act of 1933, as subsequently amended), Canada, Japan, Australia and any other jurisdictions where making the Offer therein would not be allowed without any approval by any regulatory authority or without any other requirements to be complied with by the Offeror (such jurisdictions, including the United States, Canada, Japan and Australia, are jointly defined “Other Countries”), neither by using national or international instruments of communication or commerce of the Other Countries (including, for example, postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Other Countries’ financial intermediaries or in any other way. A copy of any document that the Offeror will issue in relation to the Offer, or portions thereof, is not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce) in the Other Countries. Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted. This document and any other document issued by the Offeror in relation to the Offer do not constitute and are not part neither of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange financial instruments in the United States or in the Other Countries. Financial instruments cannot be offered or sold in the United States unless they have been registered pursuant to the U.S. Securities Act of 1933, as subsequently amended, or are exempt from registration. Financial instruments offered in the context of the transaction described in this document will not be registered pursuant to the U.S. Securities Act of 1933, as subsequently amended, and ICOP does not intend to carry out a public offer of such financial instruments in the United States. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant provisions applicable in such countries or without exemption from such provisions. This document may only be accessed in or from the United Kingdom (i) by persons having professional experience in matters relating to investments falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (“Order"), or (ii) by companies having high net assets and by persons to whom the document can be legitimately transmitted because they fall within the scope of Article 49(2) paragraphs from (a) to (d) of the Order (all these persons are jointly defined “relevant persons”). Financial Instruments described in this document are made available only to relevant persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be directed exclusively at such persons). Any person who is not a relevant person should not act or rely on this document or any of its contents. Tendering in the Offer by persons residing in jurisdictions other than Italy may be subject to specific obligations or restrictions imposed by applicable legal or regulatory provisions of such jurisdictions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.
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