Icop shareholders approve board expansion and capital increase

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WATCH THE VIDEO REPORT . The Shareholders' Meeting of ICOP SpA Società Benefit (“ICOP” or the “Company”), a foundation engineering company and one of Europe's leading operators in the special foundations and microtunnelling sector, met on Monday, August 4th, in both ordinary and extraordinary sessions.

During the meeting, the Shareholders' Meeting approved, in ordinary session, the expansion of the Board of Directors from seven to eight members, appointing Dr. Leonardo Spada as a new director. This appointment, subject to the completion of the strategic transaction announced to the market on June 16, 2025, which involves the Company's acquisition of a 61.89% stake in Palingeo SpA (the "Transaction"), is part of the integration process with the historic foundation company (please refer to the press release published on June 16, 2025 for further information on the Transaction).

Dr. Leonardo Spada, designated by FLS Holding and appointed today as a director, will join the Board of Directors subject to the closing of the Transaction—expected by September—and will remain in office until the current Board's natural expiration (approval of the financial statements at December 31, 2025). His compensation will be determined by the Board of Directors, subject to the overall limit already approved by the Shareholders' Meeting of June 14, 2024.

At the same time, in an extraordinary session, the Shareholders' Meeting approved a paid capital increase totaling €16,416,000, including share premium, excluding the pre-emptive right pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, through the issuance of 1,728,000 new ordinary shares reserved for FLS Holding Srl, to be paid for through the contribution in kind of 2,736,000 ordinary shares of Palingeo SpA.

Following the subscription of the reserved capital increase, ICOP's share capital will be represented by 31,778,250 ordinary shares and the newly issued shares will be subject to a 36-month lock-up by FLS Holding Srl.

The capital increase falls within one of the cases of exemption from the obligation to publish a prospectus provided for in Article 1, paragraph 4, of Regulation (EU) 2017/1179 of the European Parliament and of the Council (“Prospectus Regulation”), as integrated and amended by Regulation (EU) 2024/2809.

This transaction represents a key step for ICOP, which consolidates its industrial, financial, and strategic position through the integration with a complementary and synergistic company like Palingeo. The capital increase strengthens the Group's financial structure and expands its shareholder base with the addition of a long-term industrial partner.

The Assembly was held exclusively online, through a Designated Representative, to ensure full participation and transparency in the deliberative processes.

With these resolutions, ICOP confirms its strategy of sustainable industrial and financial growth, strengthening its leadership role in the complex construction market and confirming its role as a key player in the sector's transformation through innovation and solidity.