PRESS RELEASE
Nocivelli ABP: deed of merger by ncorporation of RPP S.r.l. Run Power Plants into A.B.P. Nocivelli S.p.A. executed Castegnato (Brescia), June 23, 2025 - A.B.P. Nocivelli S.p.A., a leading Esco Company operating in the Public-Private Partnership sector for healthcare and hospital infrastructure, listed on Euronext Growth Milan (ISIN Code IT0005439861, Ticker ABP:IM), announces, following the press releases dated March 17, 2025 and April 17, 2025, that today, the notarial deed of merger by incorporation of its wholly owned subsidiary, RPP S.r.l. Run Power Plants (RPP or the "Incorporated Company"), into A.B.P. Nocivelli S.p.A. (A.B.P. or the "Incorporating Company") has been executed.The merger was approved in a notarial meeting by the Board of Directors of A.B.P. Nocivelli S.p.A. and by the shareholders' meeting of the Incorporated Company on April 17, 2025, to favour the realisation of greater synergies within the Incorporating Company through the rationalisation of governance and corporate structures, while also reducing costs related to corporate and administrative duplications.
As a result of the Merger, the Incorporated Company will cease to exist, and A.B.P. will assume, by operation of law, all assets and liabilities of the Incorporated Company, taking over its rights and obligations and continuing all its legal relationships, including those of a procedural nature, established prior to the Merger. Pursuant to Article 2504-bis, paragraph 2 of the Italian Civil Code, the civil effects of the Merger will commence from the date on which the final registration required under Article 2504 of the Civil Code is completed. The accounting and tax effects will apply from July 1, 2024.
With the execution of the merger deed, and in accordance with the resolutions of the A.B.P. Board of Directors on April 17, 2025, the corporate purpose of A.B.P. is also amended to include the activities currently pursued by the Incorporated Company that were not previously covered by the Incorporating Company's bylaws. Accordingly, Article 1.5 of A.B.P.'s Articles of Association has been updated.
Given the "simplified" nature of the Merger, the share capital of the Incorporating Company will remain unchanged, and the merger will occur by cancelling all the shares representing the capital of the Incorporated Company. For a more detailed description of the terms of the Merger, please refer to the aforementioned press releases and the documents available on the Company's website.
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This press release is available on the Company's website https://www.abpnocivelli.com under "Investor Relations/Press Releases" and at https://www.1info.it.
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Nocivelli ABP was founded in Castegnato (Brescia) in 1963 and initially traded in petroleum products and lubricants. Since 1988 it has diversified its activities by specialising in the construction of technological, mechanical and electrical systems, civil and industrial building works and facility management. Today it is a national sector leader in Public Private Partnership (PPP) operations for the construction of health care and hospital facilities. The company is headquartered in Castegnato (BS) and has operational offices in Brescia, Chieti Scalo and Ponderano (Biella). Bruno Nocivelli is the Chairman of the Board of Directors, while Nicola Turra holds the position of Chief Executive Officer. As at 31 December 2024, the group's operating figures showed a Value of Production of 42.1 million Euro, an EBITDA of 9.8 million Euro and a net profit of 6.7 million Euro. 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 TWINEmail: nocivelli-spa@twin.services Mara Di Giorgio | +39 3357737417
Federico Bagatella | +39 3318007258
Giorgia Fenaroli | + 39 3342208486
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