TENDER NOTICE AND INVITATION TO TENDER FOR THE ACQUISITION OF THE CALABRIA BUSINESS UNIT OF ICI ITALIANA COSTRUZIONI INFRASTRUTTURE S.P.A.

TENDER NOTICE AND INVITATION TO TENDER FOR THE ACQUISITION OF THE CALABRIA BUSINESS UNIT OF ICI
ITALIANA COSTRUZIONI INFRASTRUTTURE S.P.A.

CI Italiana Costruzioni Infrastrutture S.p.A., with registered office in Rome, Via Eleonora Duse, 14, PEC roma@pec.italianacostruzioniinfrastrutture.it, Tax Code, VAT number and registration number in the Rome Business Register 11841781005 (“ICI” or “Company”), announces that it has entered into a sale
agreement with an economic operator (“Bidder”), subject to the conditions indicated below, of the Calabria Business Unit of ICI (“Calabria Unit”), consisting of:

(i) the equipment and operating resources pertaining to the business unit;

(ii) the portfolio of works, consisting of the following contracts: (A) ANAS – “CZ-04/23 — S.S. 182 Trasversale delle Serre – Tronco 2° – Lavori di costruzione della Variante alla S.S. 182 — Lotto unico – da Vazzano a Vallelonga – Appalto della progettazione esecutiva ed esecuzione dei lavori e relativi servizi
di monitoraggio geotecnico, strutturale e bonifica ordigni bellici” – CIG: 9548941365 – CUP F51B16000600001, according to the contract signed with “ANAS S.p.A.” stipulated by electronic public deed, drawn up by the Notary Paolo Cerasi, of Rome, on December 13, 2023, index no. 20564/11188, registered in Rome 5 on December 18, 2023 under no. 12438/1T and (B) ANAS – “UC 79-20 – Accordo Quadro triennale per l’esecuzione di lavori di manutenzione programmata dei viadotti ricadenti lungo l’A2 “Autostrada del Mediterraneo”, including the viaducts “Rago Carr. Nord”, “Rago Carr. Sud”,”Stupino Carr. Nord”, “Stupino Carr. Sud”, “Ruiz Carr. Nord”, “Ruiz Carr. Sud”, Contract divided into 4 Lots, CUP Code: F87H20000360005, “Lotto 1 – Lavori di manutenzione programmata del Viadotto
Stupino Carr. Nord e del Viadotto Stupino Carr. Sud della A2 “Autostrada del Mediterraneo”, CIG code: 82495808C5, “Mediterranean Highway” code, CIG code: 82495808C5, SIL code: DGAQPONTIA201,Calabria Region NUTS code: ITF6, in accordance with the contract signed with “ANAS S.p.A.” stipulated
by electronic public deed drawn up by the Notary Dr. Adriana Riganò, of Rome, on April 7, 2022, index no. 6955/3265, registered in Rome 2 on April 7, 2022 under no. 11835/1T;

(iii) the employees consisting of three work units;

(iv) current contractual relationships with subcontractors;

(v) receivables relating to the business unit.

The debts, including the fiscal ones, pertaining to the Calabria Unit, in derogation of art. 2560 of the Italian Civil Code and in accordance with the provisions of art. 22 of Legislative Decree no. 14 of January 12, 2019 (“CCII”), will remain with the assignor.

The transfer contract is subject to the following conditions: (i) the issuance of authorization by the Court of Rome pursuant to art. 22, first paragraph, letter d), CCII; (ii) the issuance of authorization by ANAS for the Assignee to take over the public contracts relating to the Calabria Unit.

The purchase price of the Calabria Unit consists of a fixed component, equal to 4% of the total amount of the works being transferred, and a variable component calculated as a percentage of any increase in the works contracted for the Trasversale delle Serre contract and on the value of any application
contracts relating to the Viadotto Stupino Framework Agreement. Furthermore, the Assignee will reimburse ICI for the expenses incurred by the latter.

The transfer of the Calabria Unit will take place within (i) the framework of the procedure of “composizione negoziata della crisi” initiated by ICI through the presentation of petition before the “Camera di Commercio di Roma” and the subsequent appointment of Dr. Gianluca Piredda as Expert
of the procedure and (ii) the outcome of the proceedings pursuant to art. 22 ICC (R.G. n. 845/2025) introduced by ICI before the Court of Rome, judge appointed Dr. Carmen Bifano, aimed at obtaining the Court’s authorization for the sale of the Calabra Unit. In this regard, with an order issued on March 17th,
2025, the Court set the hearing for May 7th, 2025, at 9:30 a.m. to verify the outcome of the publication of the invitation to express interest.

ACCESS TO DATA ROOM

The Business Unit Transfer Agreement and details of the company assets making up the Business Unit being transferred can be accessed by consulting a special Data Room.

Access to the Data Room will be granted by sending a communication by PEC to the PEC address of the Company (roma@pec.italianacostruzioniinfrastrutture. it.), as well as to the PEC address of Dr.
Gianluca Piredda ( gianluca_piredda@legalmail.it) or, for those without a pec address, by e-mail to the email address of the Company (info@icinfrastrutture.it) as well as to the email address of Dr. Gianluca Piredda (segreteria@pireddaepartners.eu).

The Company will provide the Interested Subjects with the functional documentation to allow access to the Data Room and in particular: the “Data Room Application”; the “Non Disclosure Agreement” and the “Acceptance of the Data Room Regulation”.

INVITATION TO TENDER

The purpose of this invitation to tender is to acquire, from any interested parties, irrevocable offers for the purchase of the Calabria Unit more advantageous than the one received from the Bidder.

Any concrete expressions of interest that must be received, by the interested party (the “Interested Party”), under penalty of forfeiture, within a period of 30 days from the pubblication og this Tender Notice by PEC to the PEC address of the Company (roma@pec.italianacostruzioniinfrastrutture. it.), as
well as to the PEC address of Dr. Gianluca Piredda ( gianluca_piredda@legalmail.it) and must contain an indication of (a) the amount offered, as well as (b) the method and (c) the timing of payment.
Those not in possession of a PEC address may send their concrete expressions of interest by email to the email address of the Company (info@icinfrastrutture.it) as well as to the email address of Dr.
Gianluca Piredda (segreteria@pireddaepartners.eu).

The Interested Parties must declare that they have read and accepted the conditions contained in the Invitation to tender, by filling in and signing the appropriate document that will be provided by the Company.

Roma, april 3rd, 2025

ICI Italiana Costruzioni Infrastrutture S.p.A.
The Legal Representative
Luca Navarra