1 The Next Growth Chapter in
Underground Engineering
STR ICTLY PR IV A TE A N D CO N F ID E N TIA L
20THJULY 2026
ICOP – 2026 -2029 Business Plan
2Today’s speakers
Piero Petrucco
CEO
Paolo Copetti
CFO
Giacomo Petrucco
Board Member & IR
Luca Fontana
COO
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
Agenda1
2 3 3.1 3.2
4Over 100 years of history and growth1ICOP today Alvise Petrucco in 1920 signs his first draws as engineer.
The company
existence is first
documented in
January 19201920
Paolo Petrucco
specializes the
business toward
special Foundation
works and the design of reinforced
concrete structures1965
Paolo's sons - the
third generation
of engineers -
Piero and Vittorio join the company.
ICOP becomes
a S.p.A. in 1987 1977 -1980First introduction of
microtunneling in
Italy and
development of
patented systems
for railway and road
underpasses1991
Launch of a
structured
internationaliza -
tion process , with the acquisition of ISPs (Switzerland)2009The 4th
generation ,
Giacomo and
Francesco , joins the BoD. ICOP becomes a Benefit Company, the first in the infra sector2020 ICOP joins the
Eteria consortium
and strengthens its
maritime presence
with a stable base in the Port of
Trieste2021
ICOP successfully
completes its IPO on the Italian stock market, marking a historic step in its evolution journey2024ICOP acquires AGH for US
expansion and
Palingeo to
strengthen its
leadership in
national
foundations market2025
Establishment of
the "Paolo
Petrucco ETS
Foundation",
dedicated to his
memory2022
Alvise's three sons,
Giovanni, Antonio
and Paolo join the
Ing. Petrucco
Company, focused
on a broad range of
construction works1947
Source: Company information
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 informationGeographical presence 2025A, boosted by two recent acquisitions Key figures, 2025PF1
1.5 B€
Backlog
93 M€
EBITDA503 M€
Revenues
18.5%
EBITDA %
Project -base
presenceEstablished
presence1ICOP today
Listed on Euronext Growth Milan since July
2024
+375%
Since IPO2
A3.1
Credit Rating1.1k
Employees
Italy ;
66%America ;
22%Europe ;
12%
2025A
Revenues
➢ In the process of uplisting to Euronext
Milan
6A 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 contractors1ICOP today Key
success factorsRole
Avg EBITDA (%)
Avg EBIT (%)Risk
profileMargins
Time
FinancialTechnical•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
HighGeneral Contractors
Full schedule accountability, delays end with GC High WC needs and long payment cyclesBroad technical responsibility,
intense competition
7-8% 3-5%
Risk profile
Source: Company information15-18% 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 baseSpecialists
Concentrated involvement early in the project lifecycle, reduced risk of delays Shorter activity cycle and faster financial turnaroundSpecialistic scope of work and
lower competition
LowHigher margins thanks to
deep specialization
18.5% 12.1%
2025PF
7Unique 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
TechnologiesFoundationsSpecialised 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 improvementOther Infrastructure
Work
Constructions and
refurbishment of
infrastructures such as bridges, viaducts, roads, railway underpassesPublic 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%11ICOP today
8 8Eteria 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
asofFY 2025…providing visibility on major national works 1ICOP today A key partner of Eteria representing a 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 h ighway upgrade, incl.
15 viaducts and 2 overpasses (0.4 B€)
9101
65 63533
433 293High productivity compared to the main specialist competitors, in particular with regards to EBITDA generation
538 527
384 374334291257229 217173 115 74
5752
42 29 2721 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€
1ICOP today
+16% +15% +14% +21%Revenues/Employee 2024, k€ EBITDA/Employee 2024, k€ 2025 vs 2024 growth x%
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 leader1 2 3 3.1 3.2
11
2023A -25PF
growth
Revenues +349%
EBITDA +533%
+375%
+51%
+28%
50100150200250300350400450500550
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-260 FTSE MIB EURO STOXX Construction & MaterialsA successful growth story, supported by strong and visible fundamentals2Snapshot of our journey as a public company 1. Simple rate appreciation Source: Company information
January 2026
Successful completion
of Palingeo acquisition
and subsequent
delistingOctober 2024
ICOP Wins 3
microtunneling projects
worth +20 M€1December 2024 Entered Electricity Grid Market with 30 M€
contract2February 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 RoboGO4
June 2026
ICOP announces
takeover bid on Trevi7 5
30-Sep-24
H1-24 financial results15-Apr-25 AR-24 financial results30-Sep-25 H1-25 financial results23-Mar-26 AR-25 financial resultsICOP performance1 | IPO – 2026YTD
1234567
12Consistently achieving all IPO strategic objectives in less than 24 months Consistently achieving all IPO strategic objectives in less than 24 months2Snapshot 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
13Two successful acquisitions driving internationalization into high-growth markets and boosting Group’s operational capabilitiesAGH 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 Italy2Snapshot 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 ICOPDeep 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
14Port 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 projectMISP: environmental restoration project of former steel production facilityMOLO VI: Dock construction – expansion of
existing dock
MOLO VII: Restoration of existing dock NOGHERE: Dock construction – expansion of existing dockICOP at the centre of the works delivered and of the port's future development A strategic, fast -growing port
PORT OFTRIESTE
Completed / close toWorks delivered and in completion MOLO VIII: planned new container terminal, PPP procedure under way, award expected by 2026SERVOLA STATION: planned new rail hub serving the port area – tender launched in JuneEX-AQUILA AREA: planned redevelopment of the former industrial area – tender expected …selected examples among the several initiatives envisaged across the port areaThe port development plan opens multiple further opportunities – not yet in backlogAs promised at IPO, the Trieste development projects have progressed as planned – with ICOP at the centre of the port’s asset management structure 2Snapshot of our journey as a public company
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 leader1 2 3 3.1
3.2Agenda
16Developed 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 analysisMost attractive geo for ICOP GroupLeast attractive geo for ICOP GroupHigh High Low Africa Low Australia HighSouth -East Asia MidSize
Growth
Profitability
ProximityNorth America
Ease of biz.
Risk profileEurope
Size
Growth
Profitability
Proximity
Ease of biz.
Risk profileMiddle East Mid
Size
Growth
Profitability
Proximity
Ease of biz.
Risk profile
South America
Size
Growth
Profitability
Proximity
Ease of biz.
Risk profileSize
Growth
Profitability
Proximity
Ease of biz.
Risk profileSize
Growth
Profitability
Proximity
Ease of biz.
Risk profile
Size
Growth
Profitability
Proximity
Ease of biz.
Risk profile3The next growth chapter in underground engineering Our organic growth plan
ICOP Current
Core Market
17Special Foundations market by sector, B€ Special Foundations market by g eography , B€
2025 2026 E2027 E2028 E2029 E2030 E41.042.944.546.448.251.64.7%
➢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 IndustrialSpecial 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 analysisLATAM ME & Africa APAC
NAMR EU2025 2026 E2027 E2028 E2029 E2030 E41.042.944.546.448.251.64.7%
3The next growth chapter in underground engineering Our organic growth plan
18ICOP's technical expertise and Italian leadership in microtunneling open the door to a ~5 B€ high -margin market across the EU and US
Italy
FranceGermany Others EU USO&GWater &
SewageElectricity &
PowerOthers~300~200
~200 ~800 ~3,000
EU Countries
(35%)
ICOP current market share ~4%US Countries (65%) Untapped market for ICOPICOP market leader in Italy Environmental regulations and climate change events (hurricanes, river floods,..) triggered demand for deep drainage and coastal defenseMajor 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 issuesKey TrendsEU and US Microtunneling market, M€, 2025 Source: Global Construction Outlook Report 2025 by Global Data, BCG analysis3The next growth chapter in underground engineering Our organic growth plan
19EU 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 analysisMicrotunneling market in EU 2025 -2030E by sector, M€ Microtunneling market in US 2025 -2030E by sector, M€
2025 2030 E~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/SewageMicrotunneling market in US 2025 -2030E by area, M€ 3The next growth chapter in underground engineering Our organic growth plan
2025 2030 E~1,500~2,100
13%13%57%
17%~8%
Others EU
Italy
France
GermanyMicrotunneling market in EU 2025 -2030E by geo, M€
20Maritime 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 TEUs70+
Major Projects
in PipelinePorts projects | Ongoing and in Pipeline 2026E -2033EPorts projects | Ongoing and in Pipeline
2026E -2033E
~9 B€ investments through 2026E -’33E, with a significant share (~4 B €) potentially addressable by Eteria /ICOPMaritime 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 contain erized 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 hubPort of Taranto Upgrading the naval station in the Mar GrandePort 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 interventionsOregon New container terminal and new intermodal terminal
Alaska
Port modernization and new
terminalsCalifornia
Floating pier terminal
construction
Maine
Naval shipyard upgradeICOP ALREADY
STRATEGICALLY POSITIONEDNew
ExpansionSouth Carolina
New Jasper Ocean TerminalNewExpansionExpansion
Houston
Several interventions of restoration and wharves
reconstructionRestorationICOP ALREADY
STRATEGICALLY POSITIONED
~2 B€ Italian Ministry of Defence program ("Basi Blu") to upgrade infrastructure of Italian Navy bases within 2033Port of Augusta Modernization of Italian Navy infrastructurePorts projects | Ongoing and in pipeline 3The next growth chapter in underground engineering Our organic growth plan
21 Rendering of the new Molo VIII terminal55YDIRECT 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
2026IN 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 TEU2031
630 M€
Phase 2 · 1m TEUTBD
180 M€
Phase 3 · 1.3m TEU2040
220 M€
Phase 4 · 1.6m TEUICOP 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 backlog3The next growth chapter in underground engineering Our organic growth plan
22 Note: 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 -2030ECAGR
2020 -2025
United Kingdom
Austria SwedenNorway
FinlandNetherlandsPortugal
DenmarkSlovakiaPoland
SwitzerlandBelgiumSpain
GermanyFrance
Ireland
ICOP Core OthersItaly8.4% growth in 2020 -25
Decelerators
AcceleratorsWithin EU construction market the Nordics and Germany aresetto outpace theregional growth After a strong post -covid growth, Italian market issetformoderate growth at ~1.3% CAGR in 2026 -
2030 asthe“Superbonus” ends and PNRR inflows reduce Beyond theICOP core , other EU countries aresettogrow , introducing new tactical opportunities (e.g. Spain)Strategically well positioned in Europe, with ICOP core markets set to accelerate growth through to 2030E3The next growth chapter in underground engineering Our organic growth plan
23In the US the recent acquisition (AGH) provides ICOP with the right platform to capture an untapped market potential Market size bysector , T€ ICOP positioning after AGH acquisition
2026 E2027 E2028 E2029 E2030 E~2.0
2025~1.72.7%
NAMR ~2 T€ construction market is nearly as large as EUEast -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 analysisResidential Infrastructure Commercial Energy/Utilities Institutional Industrial 3The next growth chapter in underground engineering Our organic growth plan
24Major 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 MicrotunnelingBolzano
Padova
Verona
GenovaBologna
RiminiTorino
Ventimiglia
Olbia
Sassari
CagliariBrindisi
Brindisi
Reggio Calabria
CataniaMessina PalermoSalernoNapoliPotenza
TarantoBari RomaPescaraAncona FirenzeVeneziaTrieste Milano
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 15yA4 IV Corsia
dinamica
(V.le Certosa -
Sesto S.G)
Svincolo DalmineA1 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 li 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
PersaroRiqualifca 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
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Passo Gries
TARVISIO
GORIZIA
CAVERZERE(Adriatic LNG)
RAVENNA (LNG)
PANIGAGLIA
(LNG)
LIVORNO
(OLT LNG)PIOMBINO
(LNG)
MELENDUGNO
GELAMAZARA
DEL VALLOMalb
orgh
etto
Mine
rbio
Pogg
io
Rena
tico
Mes
sinaTransport
Storage
Entry pointsSett
ala
Fium
e
Tres
te •~850km ofpipelines replacement •10 bcm /y ofadditional capacity •Export toAustria increase byx1.5 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$ torepair critical structures (deficient bridges , tunnels , stations ) •5+ B$ torebuild in NY thegrand central artery & keyinfrastructures 68+ B$ in 2025 -2029 50+ B$ in 2025 -2029 •>30 B$ forelectric distribution •>15 B$ forrenewables plants •7+ B$ more vs2024 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 thenext 9y •East Coast footprint tackling an aging US water infra network Source: BCG analysis3The next growth chapter in underground engineering Our organic growth plan
25 Source: BCG analysisR&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 contractorsFunding 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 growthFocus on efficiency and productivity to always target a marginality
improvement
Supported by long -term partners OEM & automation companiesAI & Data Analytics start -up Consortium / Large Projects Universities & R&D centersIncrease productivity and safety and reduce human exposure to critical conditionsAutomation & robotics Create high -performance, low -impact materials for demanding environmentsSustainable & advanced materials Use digital tools and data to improve control and predictabilityDigitalization focus Improve productivity and efficiency through process innovationInnovation in construction processes3The next growth chapter in underground engineering Our organic growth plan
26 Notes: Numbers based on real project experience (Molo VII Port of Trieste); BCG analysisA 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 damagesRemotely 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 3The next growth chapter in underground engineering Our organic growth plan
27A winning example of how innovation and R&D are shaping ICOP’s future growth:
RoboGo cont’d3The next growth chapter in underground engineering Our organic growth plan
28ICOP 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 regionsWHERE TO PLAYSpecial Foundations Microtunneling Maritime WorksInfrastructure Works and PPP Prioritize US expansion across core foundation technologiesStrengthen EU leadership and accelerate US entry by exporting ICOP know -how and technologyFocus on priority Italian ports and pursue growth
opportunities
in major US portsTarget 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 ariseBoost market reach with technical marketing and technological leadershipBuild early engagement with key institutions and authoritiesLeverage the new developed robotic technology (RoboGo ) and targeted R&D strategy Source: Company Business Plan, BCG analysis3The next growth chapter in underground engineering Our organic growth plan
29Backlog 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 visibilityICOP backlog evolution (M€)
850960
1281,255
2023 2024 2025PF1,462
79ICOP AGH Palingeo
Revenues,
M€112 187 503PNRR:
53 M€PNRR:
44 M€PNRR:
20 M€3The next growth chapter in underground engineering Our organic growth plan
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 contributor2026E40-45%30-34%13-15%10-12%
2027E24-28%28-32%8-10%34-36%
2028E13-15%18-20%9-11%
2029E50357-59%Backlog Hot Pipeline Cold Pipeline New Projects 2025PF~ 100%ICOP group backlog and pipeline coverage (M€)3The next growth chapter in underground engineering Our organic growth plan
312025PF 2026E 2029E503610-640900-950+15-17%
~1.5 B€ backlog (~2.9x revenues 2025) ensure solid multi -year
visibility93
2025PF 2026E 2029E105-115170-190+16-20%
Stabilization at ~19-20% reflects solid operational discipline30% 70%
2025PF8%
92%
2026E 2029E3530-3540-45RoboGo
~15-20 M€ cumulated expenditure inR&D expected through 2026E -
2029EEBITDA
Margin18% 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 analysisBook to Bill Target >1xCash 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 -2029ERevenues 2025PF -2029E, M€ EBITDA 2025PF -2029E, M€ CAPEX 2025PF -2029E, M€
Profitability from
R&D capex is not yet factored -in in margins3The next growth chapter in underground engineering Our organic growth plan
3232
Beyond theorganic business
plan…
2025PF 2026E 2029E503610-640900-950+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 relationshipsMature 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 credentialsICOP's key requisites for selective M&A transactions Revenues 2025PF -2029E, M€ Source: Company Business Plan, BCG analysis3The next growth chapter in underground engineering Our organic growth plan
CAGR 2025PF -2029E
33ESG at the heart of ICOP strategy - 2029 key targets ESG Area Objectives KPIs E1Achieve a 50% reduction in Scope 1 & 2 GHG emissions (vs. 2019 baseline) through fleet renewal, low -emission technologies and alternative fuelsReduce the Group's carbon footprint E2Accelerate the electrification of construction sitesInvest in electrical infrastructure and technologies to accelerate construction site electrification by 2029 S1 Develop people, skills and inclusionMaintain an average of ≥20 training hours per employee per year and ensure 100% completion of mandatory D&I, ethics and safety
training
S2Foster an inclusive, safe and engaging workplaceMaintain SA8000, UNI/ PdR 125 and ISO 30415 certifications while expanding employee wellbeing and community engagement
programs
G1Strengthen sustainable supply chain managementAssess at least 80% of strategic suppliers (representing more than 1 million in annual procurement value) against ESG criteria by 2029 G2Embed ESG into people performance and rewardsExtend 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 analysis3The next growth chapter in underground engineering Our organic growth plan
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 leader1 2 3 3.1 3.2
35Trevi: 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 summary3The next growth chapter in underground engineering Creation of a global leader
36Up-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 forhigh-growth companies in their scaling up phase •Strengthening investor confidence and sharing value creation •Flexible regulatory andgovernance 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 3The next growth chapter in underground engineering Creation of a global leader
37The 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 positioningSizeable 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 MESynergies 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 ICOPCost of debt optimization Potential refinancing of Trevi’s debt at more
favorable terms
Source: Company information, Company Business Plan, publicly available information 3The next growth chapter in underground engineering Creation of a global leader
38Combining 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 2025Revenues in M€ (stake of total Revenues %)
Combined Entity
207 (18%)NORTH AMERICA
96 (15%)
111 (22%)
Most attractive geo for ICOP GroupCombined 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%)1,127COMBINED ENTITY
624 503Revenues 2025A ICOP and Trevi vs. Combined Entity by geography Least attractive geo for ICOP Group 3The next growth chapter in underground engineering Creation of a global leader
39ICOP Trevi Aggregate ICOP Trevi AggregateThe 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 20 29E numbers and the mid -point of Trevi Business Plan published on March 30th 2026 for 2026E and 2029E% Margin% CAGR '23 -’26
% CAGR '25 -'29SYNERGIES NOT FACTORED IN
18%11%
~19%~13%
~16% 14%ICOP Trevi Aggregate ICOP Trevi Aggregate77%3%
22% ~16%~5%
~11%610-640640-670 1,280
900-950>750 ~1,700
105-11570-80 185
170-190~100 ~280
ICOP Trevi Aggregate ICOP Trevi Aggregate30-35~20 ~5240-45~20 ~60
COMBINED
ENTITY
COMBINED
ENTITY
COMBINED
ENTITYCOMBINED
ENTITY
COMBINED
ENTITY
COMBINED
ENTITY2026E 2029E
% ICOP weight on combinedCAGR '25 -'2954% 64% % ICOP weight
on combined
3The next growth chapter in underground engineering Creation of a global leader
5036241,127
2025PF
9386179
2025PF
352156
2025PF2025PF
40 40Value 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 platformNational 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 WACCBest practices (lean) and fleet sharing Scale on procurement and
sub-contracting
Corporate structure and legal
entities Integration
Cost of debt reduction2 Revenues
synergies
Cost
synergiesSynergies 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 43The next growth chapter in underground engineering Creation of a global leader
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 TargetICOP Organic Revenues by 2029EICOP 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
4242Appendix
43Cross -atlantic leader in specialty construction offering critical foundation and ground engineering services Right platform to tap the enormous potential of the US marketBenefitting 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 clientsTrack -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
6Appendix
1 2 53 4 Source: Company information
44Rigassifier
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 WorksCase studies: complex projects are where ICOP has its foundation Case studies: complex projects are where ICOP has its foundationAppendix Source: Company information
45AGH 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 MarginBusiness Overview Current Geographic Footprint AGH Robust Suite of Capabilities…
Ground
ImprovementStructures &
Earth RetentionDeep
FoundationsEngineering &
Design Support
~6% of 2025A Revenue~52% of 2025A Revenue~42% of 2025A Revenue~80%
Jobs with
Design -Build
Component18
Person Design
Engineering Team…and Support FunctionsAppendix
>90 M$
Backlog
46 1. 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
rateItalian Footprint
Registered and
operational headquartersLocal units and warehouses - BresciaLocal unit and warehouse - Mantova Local units and warehouses - Messina
MessinaBrescia Mantova
KPIs
76.2 M€
2025A Value of
Production
+260
Professionals16.9 M€
2025A EBITDA Adjusted 22% EBITDA Adjusted Margin
+90%
On-field Workforce200+ Additional MachinesPalingeo is an integrated provider of specialized foundation services to Italy’s leading industrial and public sector clientsAppendix
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 workshopVia 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
47Rating
scale2017 2018 2019 2020 2021 2022 2023 2024 2025
A1.1
…
A3.1
B1.1
B1.2
B2.1
B2.2
C1.1
C1.2
C2.1Certified financial solidity, with credit rating constantly increasing from the first rating in 2016 Source: Cerved, BCG analysis Investment Grade
First rating
November 2016Upgraded in
February 2021Upgraded
in May 2024
Recognized, certified
and long -term financial
solidity
•Investment grade
since first rating •Stronger track -record vs. main national
competitorAppendix
48Environmental Social Governance Innovation and sustainable
technologiesInter-
national
CooperationCompany
WelfareLink with the local community 100% green energy contract activationTrenchless technologies Industry 4.0, BIM & Dedalo initiatives Net Zero Strategy Environmentally friendly machinery Emission reduction filters Energy efficiency initiativesSouth
Sudan
Social
Branch
Education,
farming,
women
develop -
mentAdditional
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 ServicesEthical Code for board members, employees and third parties Annual impact evaluationIntegrated management of 12 certifications for quality and safety Advisory board to foster intergenerationalCorporate governance, ethics
and transparency
HVO biodiesel transitionICOP is a benefit corporation with ESG at the core of its strategy Source: Company informationAppendix
49DISCLAIMER
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 .
50