PRESS RELEASE
Call notice published and documentation filed for the Ordinary Shareholders' MeetingCastegnato (Brescia, Italy), 10 October 2025 - A.B.P. Nocivelli S.p.A., an EsCo Company specialized in building technological systems and facility management services, and a nationwide Public-Private Partnership clinic and hospital construction leader, listed on the Euronext Growth Milan segment (ISIN Code IT0005439861, Ticker ABP:IM), announces the publication today of the call notice for the Shareholders' Meeting, convened in ordinary session for October 28, 2025, on the company website at https://www.abpnocivelli.com, section Investor Relations/Governance, and in extract form in the daily newspaper Il Sole 24 Ore.
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ORDINARY SHAREHOLDERS' MEETING CALL NOTICEThe Shareholders' Meeting of A.B.P. Nocivelli S.p.A. is called in ordinary session for October 28, 2025 at 10AM on first call at the office of Notary Enrico Lera, Via San Zeno 99/A, Brescia, and, where required, for October 29, 2025, at the same time and place, in second call, to discuss and consider the following
AGENDAApproval of the financial statements at June 30, 2025 of the Company; review of the reports of the Board of Directors, the Board of Statutory Auditors, and the Independent Auditors. Related and ensuing resolutions;
Allocation of the result for the year. Related and ensuing resolutions;
Determination of the number of members of the Board of Directors;
Appointment of the Board of Directors following the natural expiration of the three-year term of office;
Determination of the remuneration of the members of the Board of Directors;
Appointment of the Board of Statutory Auditors following the natural expiration of the three-year term of office and of its Chairperson;
Determination of the remuneration of the members of the Board of Statutory Auditors;
Assignment of the statutory audit engagement for the financial years 2025/2026, 2026/2027, and 2027/2028 pursuant to Legislative Decree No. 39/2010. Related and ensuing resolutions.
Pursuant to Article 83-sexies of the Italian Consolidated Law on Financial Intermediation (TUF - Testo Unico della Finanza), the entitlement to attend and vote at the Shareholders' Meeting is conferred on the basis of a communication sent to the Company from an intermediary, in accordance with the evidence of their accounting records at the end of the seventh trading day prior to the date set for the Shareholders' Meeting in first call (i.e. October
17, 2025, the record date). Credit and debit entries made to accounts after such date shall not be taken into consideration for the purpose of entitlement to exercise voting rights at the Meeting; therefore, those who become holders of Company shares only subsequent to this date shall not be entitled to attend and vote at the Shareholders' Meeting. The intermediary's notice must be received by the Company by the end of the third trading day before the Shareholders' Meeting is held in first call (i.e. October 23, 2025). Communication to the Company is carried out by the intermediary on the request of those with the right to vote.
REPRESENTATION AT THE SHAREHOLDERS' MEETINGAll those with the right to attend the Shareholders' Meeting can be represented by written proxy in accordance with applicable regulations. For this purpose, the proxy form for the Shareholders' Meeting is available on the Company's website at https://www.abpnocivelli.com, in the Investor Relations section. The proxy must be notified electronically in the manner indicated below.
MEANS TO ATTEND THE SHAREHOLDERS' MEETINGIn accordance with the provisions of Article 8.16 of the By-Laws, those entitled to attend the Shareholders' Meeting may only do so through the use of remote connection systems (audio or video conferencing) that enable their identification, in compliance with current and applicable regulations.
Shareholders or their proxies who wish to attend the Shareholders' Meeting, in order to obtain the credentials to participate in the videoconference, must send a special request to the PEC (certified email) address abpnocivelli@pecserviziotitoli.it no later than 12PM on October 24, 2025 attaching: (i) a copy of a valid identity document of the person attending in person or by proxy/representation; (ii) any documentation proving the powers of representation of the person attending on behalf of a legal entity; (iii) any proxy form duly completed and signed by the delegating shareholder with a copy of the latter's identity document.
The Company will provide, to the same e-mail address from which the aforementioned documentation was sent, the credentials for attending the Meeting by videoconference to those applicants for whom the entitlement notice has also been received from the intermediary. Those who have not duly fulfilled the above requirements will not be accredited to attend the Meeting.
Directors and Statutory Auditors may contribute in the manner that will be directly communicated to each of them.
SHARE CAPITAL AND VOTING RIGHTSThe subscribed and paid-in share capital is Euro 1,138,000.00, divided into 30,450,000 ordinary shares with no indication of par value, each of which entitles the holder to one vote at the Shareholders' Meeting. The Company does not hold treasury shares.
APPOINTMENT OF THE BOARD OF DIRECTORSPursuant to Article 9 of the By-laws, the Board of Directors shall be composed of a minimum of 3 (three) and a maximum of 7 (seven) members, who may also be chosen from outside the shareholders, and are eligible for reappointment.
All directors must meet the eligibility requirements established by law and the integrity requirements set forth in Article 147-quinquies of the Italian TUF.
The Company must appoint and maintain at least one independent director, selected in compliance with the applicable laws and regulations, including the Euronext Growth Milan Issuers' Regulations in force at the time, who must meet the independence requirements pursuant to Article 148, paragraph 3, of the TUF, as referred to in Article 147-ter, paragraph 4, of the TUF.
The appointment of the Board of Directors is resolved by the Shareholders' Meeting on the basis of lists submitted by shareholders who, at the time of filing the list, individually or jointly hold at least 10% (ten percent) of the total number of shares into which the subscribed share capital is divided as of the date of filing of the list.
The lists, accompanied by the professional curricula of the designated candidates and signed by the submitting shareholders, must be filed, also by certified e-mail to the address abpnocivellispa@legalmail.com, at the Company's registered office no later than the 7th (seventh) day prior to the date of the first call of the Meeting, i.e. by October 21, 2025.
The lists must also include, as an annex: (i) information regarding the identity of the shareholders who submitted them, with an indication of the total number of shares held, as evidenced by a specific certification issued by an intermediary; (ii) comprehensive information on the personal and professional characteristics of the candidates, along with their curriculum vitae; (iii) a statement from each candidate confirming acceptance of the candidacy and certifying possession of the requirements established by law and the By-laws as well as the independence requirements, where indicated as Independent Director.
For all other provisions relating to the appointment of the Board of Directors, reference is made to Article 9 of the By-laws.
APPOINTMENT OF THE BOARD OF STATUTORY AUDITORSPursuant to Article 10 of the By-laws, the Board of Statutory Auditors shall be composed of three standing auditors and two alternates. They shall remain in office for three fiscal years and shall expire on the date of the Shareholders' Meeting convened to approve the financial statements relating to the third year of their term, with the powers and duties provided by law. The statutory auditors must meet the professional and integrity requirements set forth in Article 148, paragraph 4, of the TUF, as well as any other legal requirements.
The appointment of the members of the Board of Statutory Auditors shall be made on the basis of lists submitted by shareholders. Lists may be submitted by those shareholders who, at the time of filing, individually or jointly hold at least 10% (ten percent) of the total number of shares into which the subscribed share capital is divided at the time of filing of the list.
The lists, accompanied by the professional curricula of the designated candidates and signed by the submitting shareholders, must be filed, also by certified e-mail to the address abpnocivellispa@legalmail.com, at the Company's registered office no later than the 7th (seventh) day prior to the date of the first call of the Meeting, i.e. by October 21, 2025.
The lists must also include, as an annex: (i) information regarding the identity of the shareholders who submitted them, with an indication of the total number of shares held, as
evidenced by a specific certification issued by an intermediary; (ii) comprehensive information on the personal and professional characteristics of the candidates, together with their curriculum vitae; (iii) a statement from each candidate confirming acceptance of the candidacy and certifying possession of the legal requirements.
For all other provisions relating to the appointment of the Board of Statutory Auditors, reference is made to Article 10 of the By-laws.
DOCUMENTATIONThe documentation relating to the Shareholders' Meeting, prepared in accordance with applicable law, together with this call notice, is made available to the public at the Company's registered office and on the Company's website https://www.abpnocivelli.com (section Investor Relations - Shareholders' Meetings), within the statutory time limits. Shareholders are entitled to obtain a copy thereof.
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This press release is available on the Company's website https://www.abpnocivelli.com, in the section Investor Relations/Press Releases, and on https://www.1info.it.
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The Nocivelli ABP Group was founded in Castegnato (Brescia, Italy) in 1963 and initially traded in petroleum products and lubricants. In 1988 it diversified into the construction of technological, mechanical and electrical systems, in addition to civil and industrial construction and Facility Management. Today, the company is the national leader in Public-Private Partnership (PPP) operations for the construction of healthcare and hospital facilities. The Group is headquartered in Castegnato (BS, Lombardy) and has operations in Brescia, Chieti Scalo and Ponderano (Biella, Piedmont). Bruno Nocivelli is the Chairperson of the Board of Directors, while Nicola Turra serves as Chief Executive Officer. The Group's Value of Production in 2024 was Euro 76.5 million, with EBITDA of Euro 15.2 million and a net profit of Euro 10.7 million. As of June 30, 2025, the Company reported a Value of Production of €85.2 million, EBITDA of €16.8 million and Net Profit of €11.5 million.
Contacts ABP Nocivelli S.p.A. Investor Relations ManagerStrada Padana Superiore Alessandra Perego
n. 67 25045 Castegnato (BS) Tel: + 39 030 2142011
https://www.abpnocivelli.com Email: investor.relations@abpnocivelli.com
IR & Media Relations Advisors TWIN
Email: nocivelli@mytwincommunication.com Mara Di Giorgio | Mob: +39 3357737417 Giorgia Fenaroli | Mob: + 39 3342208486
Euronext Growth Advisor Banca Mediolanum SpA Tel. 02.9049.2525
Email: ecm@mediolanum.it
