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Franchetti

Share Issue/Capital Change Aug 1, 2024

4244_rns_2024-08-01_d5a97267-790d-4f3a-ac79-5a8a1b8dcf70.pdf

Share Issue/Capital Change

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Franchetti S.p.A., announcement of change in share capital

Arzignano (VI), August 1, 2024 - Franchetti S.p.A. (BIT:FCH) (the "Company" or "Franchetti"), listed on the Italian Stock Exchange's Euronext Growth Milan market and parent of a multinational software development and engineering design Group delivering solutions for safety and the predictive scheduling of maintenance activities on infrastructural network structures, - announces that the certificate pursuant to Article 2444, paragraph 1 of the Civil Code following the paid capital increase carried out on July 17, 2024 - resolved on the same date by the Board of Directors in exercise of the powers granted by the Shareholders' Meeting of July 1, 2024 and addressed to qualified/institutional investors - was today filed with the competent Companies Register.

The new composition of the share capital (fully subscribed and paid-in) is therefore as follows:

Current Previous Change
Euro No. of
Shares
Euro No. of
shares
Euro No. of
Shares
Total, of which: 400,362.50 8,007,250 349,512.50 6,990,250 50,850.00 1,017,000
Ordinary Shares 250,362.50 5,007,250 199,512.50 3,990,250 50,850.00 1,017,000
Multi-vote shares* 150,000.00 3,000,000 150,000.00 3,000,000 - -
*10 votes per share

For the purposes of clarity, a summary table of the number of Warrants currently outstanding is provided below:

No. of Warrants exercised* No. of Warrants outstanding
Warrants 157,250 1,217,500

*In the first exercise period between October 2, 2023 and October 16, 2023 inclusive.

Pursuant to Article 26 of the Euronext Growth Milan Issuers' Regulation, the Company announces, from the latest information in its possession, the updated composition of its shareholder structure:

Shareholder No. of
shares
tot.
No. of
ordinary
shares
No. of multi
vote
shares
% of
total
shares
% of
ordinary
shares
% of voting
share capital
Franchetti
Holding S.r.l.
6,152,000 3,152,000 3,000,000 76.83% 62.95% 94.70%
Axon Partners
Group
678,000 678,000 - 8.47% 13.54% 1.94%
Algebris
Investments Ltd.
339,000 339,000 - 4.23% 6.77% 0.97%

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Market 838,250 838,250 - 10.47% 16.74% 2.39%
Total 8,007,250 5,007,250 3,000,000 100.00% 100.00% 100.00%

According to Article 26 of the aforementioned Euronext Growth Milan Issuers' Regulation, the names of significant Shareholders are also listed on the Company's website at www.franchetti.tech in the section "Investor Relations/Shareholders and Share Capital".

Following on from the announcement of July 19, 2024, the Company also confirms that, as a result of the resolution adopted by the Shareholders' Meeting of July 1, 2024 to amend Article 5 of the Company's By-Laws by increasing the number of votes attributed to multi-voting shares issued by the Company from 3 to 10 votes each, no declarations of withdrawal were received from eligible shareholders. As such, the aforementioned amendment to the By-Laws has therefore become effective.

The Company's By-Laws, updated to take into account the new composition of the share capital and the new text of Article 5, have been filed with the competent Companies Register and will be made available at the Company's registered office and on its website at www.franchetti.tech, in the section "Governance/Corporate Documents".

This Press Release is available at www.franchetti.tech, in the "Investor Relations/Financial press releases" section.

***

***

Franchetti S.p.A.

Franchetti S.p.A. heads the Franchetti Group, a pioneer in the management, diagnostics and predictive maintenance of infrastructure (bridges and viaducts in particular). Founded in 2013 in Arzignano (VI), with subsidiaries in Brazil and Canada and operations in the US and India, Franchetti is an innovative SME that has worked on over 40,000 equivalent motorway and railway bridges worldwide. The Group boasts a technical and scientific track record that places it among the industry's leading international experts. Operations are broken into two main business lines: diagnosis and planning for infrastructure maintenance, with inspections and assessments, intervention planning and construction management and ICT services for the predictive programming of infrastructure maintenance. Franchetti has in fact developed two proprietary software programs that leverage the potential of artificial intelligence and predictive data analysis: Argan® can estimate an infrastructure's life cycle and automatically assess safety levels over time for a range of maintenance scenarios and contexts, Pathwork© ensures the optimized management of road and highway works on infrastructure and to support sustainable mobility, while SIDECHECK© can intelligently compare collected data related to inspections, inspectors, schedules, and work estimates to make the evaluation process as objective and complete as possible. With a workforce of 70 professionals, more than 90% of whom are engineering graduates, the Group achieved a Value of Production of Euro 7.0 million in 2023 (+42.9% on 2022) and EBITDA of Euro 2.5 million (+38.9% on 2022).

Pag. 2

Contacts: Franchetti S.p.A. TWIN Tel. +39 0444 671443

Issuer Investor & Media Relations Advisor

[email protected] [email protected]

Mara Di Giorgio || +39 335 7737417 Federico Bagatella|| +39 331 8007258 Chiara Bortolato || +39 347 8533894

Euronext Growth Advisor & Specialist Integrae Sim S.p.A. || + 39 02 96846864

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