I.CO.P.

AGM Information • Dec 19, 2025

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Data/Ora Ricezione : 19 Dicembre 2025 21:38:51

Oggetto : PROVISIONAL RESULTS - TOTALITARIAN

MTO FOR THE ORDINARY SHARES OF

PALINGEO S.P.A

Testo del comunicato

Vedi allegato

Communication issued by I.CO.P. Società Benefit S.p.A., also on behalf of the Persons Acting in Concert

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS

MANDATORY TOTALITARIAN TENDER OFFER FOR THE ORDINARY SHARES OF PALINGEO S.P.A.

END OF THE ACCEPTANCE PERIOD

PROVISIONAL RESULTS OF THE OFFER

Basiliano (Udine), 19 December, 2025 – With reference to the total takeover bid pursuant to Articles 102 et seq. of Legislative Decree No. 58 of 24 February 1998 ("TUF"), and mandatory pursuant to Article 12 of the Issuer's Articles of Association (the "Offer") promoted by I.CO.P. S.p.A. Società Benefit ("ICOP" or the "Offeror") on the ordinary shares ("Shares") of Palingeo S.p.A. (the "Issuer" or "Palingeo"), at a price of €6.61, ICOP announces that, as of today, at 5:30 p.m. (Italian time), the acceptance period for the Offer (the 'Acceptance Period') has ended. It should be noted that on 15 December 2025, the second exercise period of the 'Palingeo 2024 - 2026 Warrants' (ISIN code IT0005575573) ended and that, therefore, the Offer concerns a maximum of 2,994,606 Shares.

Terms used with an initial capital letter in this press release, unless otherwise defined, have the meaning attributed to them in the Offer Document published by the Offeror.

According to the results reported by BPER Banca S.p.A., as the Intermediary responsible for coordinating the collection of acceptances, at the end of the Acceptance Period, 2,536,581 Shares had been accepted under the Offer, representing approximately 34.89% of the Issuer's share capital and approximately 84.70% of the Shares covered by the Offer, for a total value of €16,766,800.41.

Based on the above, and if the provisional results of the Offer are confirmed, upon completion of the Offer, the Offeror, together with the shares purchased outside the Offer up to today's date, will hold a total of 7,037,481 Shares, equal to approximately 96.81% of the Issuer's share capital.

The final results of the Offer will be announced in a specific press release, which will be issued by the Offeror in accordance with the timetable indicated in the Offer Document.

Payment of the Offer Price for the Shares tendered during the Acceptance Period, against transfer of ownership of such Shares to the Offeror, will take place on 2 January 2026.

In view of the above, the Offeror announces that the legal requirements for exercising the Right of Purchase have been met with regard to the remaining 232,125 Shares of the Issuer, equal to 3.19% of the Issuer's share capital (the 'Remaining Shares') and that, therefore, the Reopening of the Terms will not take place.

***

Communication issued by I.CO.P. Società Benefit S.p.A., also on behalf of the Persons Acting in Concert

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS

THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR IN ANY OTHER RESTRICTED JURISDICTIONS AS DEFINED BELOW)

The Offer is not and will not be made or distributed in the United States of America (or directed to U.S. Persons, as defined under the U.S. Securities Act of 1933, as amended), Canada, Japan, or Australia, nor in any other country where such Offer is not permitted without authorization by the competent authorities or other requirements to be fulfilled by the Offeror (such countries, including the United States, Canada, Japan and Australia, collectively the "Restricted Jurisdictions"), nor by using any means or instruments of national or international communication or commerce of the Restricted Jurisdictions (including, without limitation, postal network, fax, telefax, email, telephone and the Internet), nor through any financial intermediary of the Restricted Jurisdictions, nor by any other means.

Copies, whether whole or partial, of any document issued by the Offeror in connection with the Offer are not and must not be mailed, transmitted, or otherwise distributed, directly or indirectly, in the Restricted Jurisdictions. Anyone receiving such documents must not distribute, send or dispatch them (neither by mail nor by any other means of communication or commerce) in the Restricted Jurisdictions.

Any acceptance of the Offer resulting from solicitation activities carried out in violation of the above restrictions will not be accepted.

Participation in the Offer by persons resident in countries other than Italy may be subject to specific legal or regulatory obligations or restrictions. It is the sole responsibility of the recipients of the Offer to comply with such laws, and therefore, before joining the Offer, they should verify the existence and applicability of such provisions with their own advisors. The Offeror shall not be held liable for any breach of such restrictions by any person.

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ICOP

Founded in 1920 by the Petrucco family, ICOP is an underground engineering company active nationally and internationally in the fields of special foundations, microtunnelling and maritime works. As the first benefit company in the sector, ICOP operates in the United States through its subsidiary AGH and directly in major European markets,supporting both private and public players – with a strong focus on long-term partnerships – in highly engineered projects related to the development of critical infrastructures (such as the Paris and Copenhagen metro systems) and the strengthening of energy and water transport networks (gas pipelines, aqueducts). The group has its headquarters in Basiliano (UD) and employs over 1,000 people worldwide.

Contacts

I.CO.P S.p.A. Società Benefit – Investor relations

Giacomo Petrucco

E-mail: giacomo.petrucco@icop.it

mob: +39 348 7820927

Communication issued by I.CO.P. Società Benefit S.p.A., also on behalf of the Persons Acting in Concert

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS

Alantra – Euronext Growth Advisor

E-mail: ega@alantra.com mob: +39 3346267242

Barabino & Partners – Media relations

Stefania Bassi

E-mail: s.bassi@barabino.it mob: +39 335 6282667 Francesco Faenza

E-mail: f.faenza@barabino.it mob: +39 345 8316045