SALCEF GROUP SPA

Shareholders of Salcef Group S.p.A.

Salcef Group S.p.A. has not been a listed issuer since 19 November 2024 and Italy publishes no free shareholder register, so no current shareholder list is available from a public source. The last fully documented position is the 2024 mandatory tender offer: 19,146,714 shares, 30.68% of the share capital, were tendered, taking the offeror, Salbid S.p.A., to 59,561,158 shares or 95.45% of the share capital, and 97.77% once the company’s own 1,447,484 treasury shares are counted. A joint squeeze-out and sell-out procedure under articles 111 and 108(1) of the Italian Consolidated Law on Finance then transferred the remaining 1,391,264 shares (2.23%) to Salbid at €26.00 each with effect from 19 November 2024, from which date Salbid held every Salcef Group ordinary share other than treasury shares. Until the restructuring began, Finhold S.r.l. held 64.77% of the share capital and, through increased loyalty voting rights, 75.49% of the votes.

Above the offeror, the essential information filed with CONSOB on 4 September 2024 records Salbid S.p.A. as wholly owned by Railbid S.p.A., and Railbid as held by Fidia S.r.l. (35.998%), Ermes Gestioni S.r.l. (35.998%), Titania S.r.l. (15.804%) and Sierra Investment S.r.l. (12.2%); on completion of the transaction the first three companies’ class A shares were to carry 58% of Railbid’s voting rights and Sierra Investment’s class B shares 42%. GLEIF records both Railbid S.p.A. and Salbid S.p.A. as inactive, each with Salcef Group S.p.A. as its successor entity and its LEI record retired on 15 July 2025, which is consistent with both vehicles having been merged into Salcef Group S.p.A.; the resulting direct shareholder composition is not published.

Ultimate beneficial ownership

No ultimate beneficial owner of Salcef Group S.p.A. can be stated as currently verified. The offer filing of 29 August 2024 records that Fidia S.r.l. was wholly owned by Gilberto Salciccia, that Titania S.r.l. was wholly owned by Valeriano Salciccia, and that Ermes Gestioni S.r.l. was held by those two as bare owners with usufruct in favour of two other family members; Sierra Investment S.r.l. was wholly owned by North Haven Infrastructure Partners IV Investment Company SCA-SICAV RAIF of Luxembourg, managed by Morgan Stanley Infrastructure IV Investors GP S.à r.l. and Morgan Stanley Infrastructure IV GP LP, advised by Morgan Stanley Infrastructure Inc. and indirectly controlled by Morgan Stanley, which states in the same filing that it is not subject to control by any shareholder. Those percentages sit at different levels of the chain and at different dates, and the chain has since been restructured, so no effective ownership percentage in Salcef Group S.p.A. can be calculated from published sources. The Italian beneficial-ownership threshold under Legislative Decree 231/2007 is 25%.

Data availability

Restricted. Italy does not publish shareholder or beneficial-ownership data in a free public register; an S.p.A.’s shareholder list is filed with the Registro Imprese but is released only on payment, and since the revocation from listing on 19 November 2024 the company has been outside the CONSOB major-holdings regime, so no further market disclosures are made. The absence of a public list is not evidence that Salcef Group S.p.A. has no shareholders or beneficial owners.

The stored provider record is wrong on both of its rows. It shows “FINHOLD – SOCIETA’ A RESPONSABILITA’ LIMITATA” at 58% with 35,352,405 shares and “SIERRA INVESTMENT S.R.L.” at 42% with 25,600,017 shares, verified 4 September 2026. Finhold S.r.l. ceased to hold any Salcef Group shares on its partial demerger of 24 June 2024, which transferred all 40,414,444 of them to Railbid S.p.A.; Sierra Investment S.r.l. has been a shareholder of the holding vehicle, not of Salcef Group S.p.A. The 58/42 figures are the class A / class B voting split agreed at holding-company level, and the share quantities are that split applied to Salcef Group’s own share count net of treasury shares (60,952,422 × 58% = 35,352,405; × 42% = 25,600,017), so they are arithmetic products rather than filed holdings. The record also types Finhold S.r.l., a limited company, as a “Person”.

Sources

• CONSOB, SALCEF GROUP SPA — estratto del patto parasociale, essential information under art. 122 TUF and art. 130 Issuers’ Regulation, filed 4 September 2024, https://www.consob.it/web/area-pubblica/w/salcef-group-spa-estratto-del-patto-parasociale-2024-09-04 — retrieved 29 September 2026.
• Salbid S.p.A., press release under art. 102(1) TUF on the mandatory tender offer, 29 August 2024, https://www.salcef.com/wp-content/uploads/2024/08/Project-Sierra-Press-Release-pursuant-to-Article-102-TUF-ENG-29.08.2024.pdf — retrieved 29 September 2026.
• Salbid S.p.A., definitive results of the mandatory tender offer, delisting and joint procedure, 11 November 2024, https://www.salcef.com/wp-content/uploads/2024/11/Project-Sierra-Comunicato-Risultati-Definitivi-dellOfferta-Delisting-e-modalita-di-esercizio-della-Procedura-Congiunta.pdf — retrieved 29 September 2026.
• Salcef Group S.p.A., Share capital and shareholding, https://www.salcef.com/investor-relations-en/share-capital-and-shareholding/ — retrieved 29 September 2026.
• Salcef Group S.p.A., 2023 Integrated Annual Report (statement that Finhold S.r.l. was the ultimate parent at the reporting date), approved 14 March 2024, https://www.salcef.com/wp-content/uploads/2024/05/Bilancio2023_ing.pdf — retrieved 29 September 2026.
• GLEIF, LEI records for SALBID S.P.A. (98450059B946BF53D446) and RAILBID S.R.L (984500A5587ND6114853), both inactive with successor entity 815600DB65870B3F2A12, records retired 15 July 2025, https://api.gleif.org/api/v1/lei-records/98450059B946BF53D446 — retrieved 29 September 2026.

Directors and officers of Salcef Group S.p.A.

Salcef Group S.p.A. uses the traditional Italian administration and control model under articles 2380-bis and following of the Civil Code, with a Consiglio di Amministrazione (board of directors) and a Collegio Sindacale (board of statutory auditors). The company publishes a board of seven members, appointed by the shareholders’ meeting of 16 December 2024 for the 2024–2026 three-year term. Gilberto Salciccia is Presidente (Chairman) and Valeriano Salciccia is Amministratore Delegato (Chief Executive Officer); the other five, each holding the office of Amministratore (director), are Valeria Conti, Angelo Di Paolo, Alessandra Stabilini, Mathieu Janssen and Alberto Donzelli. No resignation, removal or termination date is published for any of the seven, so all are treated as in office on the reviewed sources. The company’s Model 231, approved by the board on 24 March 2025, was signed by Valeriano Salciccia as CEO and by Gilberto Salciccia for the board, corroborating both executive roles at that date, and records a Collegio Sindacale of three standing and two alternate statutory auditors. No corporate officer is disclosed.

Recent officer changes

• 2 September 2024 — Angelo Di Paolo resigned as a non-executive, non-independent director; on the same day the board co-opted Alberto Donzelli under article 2386 of the Civil Code as a non-executive, non-independent director, to hold office until the next shareholders’ meeting. The company reported Mr Donzelli’s occupation as Managing Director and co-head of Europe at Morgan Stanley Infrastructure Partners. (Salcef Group S.p.A. press release, 2 September 2024.)
• 16 December 2024 — the shareholders’ meeting appointed the current seven-member board for the 2024–2026 term and designated Gilberto Salciccia as Chairman. Angelo Di Paolo appears again among the seven. (Salcef Group S.p.A., Board of Directors page.)

Data availability

Partial. Italy records directors and statutory auditors in the Registro Imprese, but the visura is fee-based, so individual appointment dates and the names of the statutory auditors could not be obtained free of charge; the company’s own “Board of Statutory Auditors” page returns HTTP 404. Nationality is “Not disclosed” for all seven officers: no source consulted states the nationality or country of residence of any of them, and neither field is published in a free Italian public view. Since the shares were revoked from listing on 19 November 2024 the company no longer issues regulated officer announcements, so any change after 16 December 2024 would not be publicly visible. The press-release index also carries an entry dated 15 November 2024, “Resignation of a Director and appointment of a new Director by co-optation”, whose download link points to the 2 September 2024 document, so no separate November change could be verified. The absence of published detail is not evidence that Salcef Group S.p.A. lacks directors or legal representatives.

The stored provider record holds a single officer row — Valeriano Salciccia, job title “Ceo & Director”, status ACTIVE, with no appointment date and no date of birth — and its own total_results field is 1, against a published board of seven. The stored officer data is therefore one row, not the board, and the page should not be read as a complete officer list from that source.

Sources

• Salcef Group S.p.A., Board of Directors, https://www.salcef.com/governance-structure/board-of-directors-with-its-committees/ — retrieved 29 September 2026.
• Salcef Group S.p.A., Consiglio di Amministrazione (Italian version, stating the 2024–2026 term), https://www.salcef.com/it/governance/consiglio-di-amministrazione/ — retrieved 29 September 2026.
• Salcef Group S.p.A., Governance Structure, https://www.salcef.com/governance-structure/ — retrieved 29 September 2026.
• Salcef Group S.p.A., press release “Resignation of a Director and appointment of a new Director by co-optation”, 2 September 2024, https://www.salcef.com/wp-content/uploads/2024/09/CS-09.02.2024_New-Director-appointed-by-co-optation.pdf — retrieved 29 September 2026.
• Salcef Group S.p.A., Organisation, Management and Control Model (Leg. Dec. 231/2001), General Part, rev. 6 approved by the board 24 March 2025, https://www.salcef.com/wp-content/uploads/2025/09/20250324-SG-COM-R6.1-VT-307-MOG-231-Parte-generale_en.pdf — retrieved 29 September 2026.
• Salcef Group S.p.A., Investor Relations (date of the revocation from listing), https://www.salcef.com/investor-relations-en/ — retrieved 29 September 2026.

Group structure of Salcef Group S.p.A.

Salcef Group S.p.A. is the parent company of the Salcef group and is itself part of a wider holding chain. Its last published consolidated financial statements, at 31 December 2023, consolidated 25 subsidiaries — 11 held directly and 14 indirectly — across Italy, Germany, the United States, Canada, Norway, Slovakia and the United Kingdom, together with five associates and joint arrangements accounted for proportionately or by the equity method. Above it, Finhold S.r.l. was the immediate parent until its partial demerger of 24 June 2024 transferred all 40,414,444 Salcef Group shares to Railbid S.p.A., which on 16 July 2024 incorporated Salbid S.p.A. and contributed the holding to it. Salbid S.p.A. was the immediate parent from 29 August 2024 and, after the squeeze-out effective 19 November 2024, held every share other than treasury shares. GLEIF now records both Railbid S.p.A. and Salbid S.p.A. as inactive with Salcef Group S.p.A. as their successor entity. Corporate-linkage information for Italy is partial: subsidiary percentages come from the 2023 audited accounts and no later consolidated scope has been published.

Verified corporate relationships

Ownership percentages are the parent’s investment percentages as reported in the audited consolidated financial statements at 31 December 2023 and represent share or quota capital. The 14 indirect subsidiaries reported on the same date are Colmar SK s.r.o. (Slovakia), Colmar USA Inc., Technik (UK) Limited, Salcef Bau GmbH, Bahnsicherung Nord GmbH, Schweißteam Nord GmbH, Bahnbau Nord GmbH and Sartorius Nova-Signal GmbH (all Germany), Salcef Railroad Services Inc., Delta Railroad Construction Inc. (90%), Deltarr Holding Company Corp. (90%), Delta Railroad Company of Canada ULC (90%), Consorzio Stabile Itaca S.c.a.r.l. (98.03%) and Consorzio Stabile Contese (55%); the others are held at 100%.

Recent structural changes

• 24 June 2024 — partial demerger of Finhold S.r.l., transferring its entire 40,414,444-share holding in Salcef Group S.p.A. to the newly formed Railbid S.p.A.; on 16 July 2024 Railbid incorporated Salbid S.p.A. and contributed the holding to it in kind. (CONSOB essential information, 4 September 2024.)
• 19 November 2024 — completion of the squeeze-out and sell-out procedure, after which Salbid S.p.A. held all Salcef Group ordinary shares other than the company’s own treasury shares, and the shares were revoked from listing. (Salbid S.p.A. notice of 11 November 2024; Salcef Group S.p.A. investor-relations statement.)
• Recorded 15 July 2025 — the LEI records of Railbid S.p.A. and Salbid S.p.A. were retired and both entities set to inactive, each naming Salcef Group S.p.A. as successor entity, which is consistent with both having been merged into Salcef Group S.p.A. The merger deed itself is available only from the Registro Imprese on payment, so this is recorded here as the reason for the change in status rather than as a confirmed merger date. (GLEIF.)

Data availability

Partial. Italy does not publish corporate-linkage or ownership data in a free public register, and filed accounts are released by the Registro Imprese only on payment, so the verified relationships above rest on the company’s own last published consolidated accounts (31 December 2023), on regulated tender-offer filings and on GLEIF. No consolidation scope has been published for 2024 or 2025, so the list of subsidiaries may be out of date; the absence of newer data is not evidence that the structure is unchanged.

The stored group tree carries several errors. It is rooted at FINHOLD SRL as the parent of Salcef Group S.p.A., which has not been true since 24 June 2024. Every registration number carries a doubled country prefix (“IT IT15298151000”), and the values are VAT numbers rather than Registro Imprese numbers — for Salcef Group S.p.A. the tree holds 01951301009, while the Registro Imprese number is 08061650589. SRT S.r.l. is placed under Finhold as a sibling of Salcef Group S.p.A., although the audited accounts show it as a directly held 100% subsidiary. Several nodes are branches rather than companies: “SALCEF SPA SAUDI BRANCH”, the two nested Norwegian “Salcef S.p.a. Nuf” entries and the Norwegian “Coget Impianti S.p.a” node are foreign establishments of Italian companies, not separate legal entities. Talia Gestioni S.r.l., Nicebox S.r.l. and Multitime S.r.l. hang from Finhold and have no verified relationship with Salcef Group S.p.A. SIGNALYNX S.r.l. and FORAIL S.r.l. appear as children of Salcef Group S.p.A. but are not in the last published consolidation scope, so their relationship could not be verified; conversely Colmar Technik S.p.A., Salcef Nordic A.S. and most of the German and US lower tier are missing. The tree carries no ownership percentages at all.

Sources

• Salcef Group S.p.A., 2023 Integrated Annual Report, consolidation scope at 31 December 2023 and notes, approved by the board 14 March 2024, https://www.salcef.com/wp-content/uploads/2024/05/Bilancio2023_ing.pdf — retrieved 29 September 2026.
• CONSOB, SALCEF GROUP SPA — estratto del patto parasociale, essential information under art. 122 TUF, filed 4 September 2024, https://www.consob.it/web/area-pubblica/w/salcef-group-spa-estratto-del-patto-parasociale-2024-09-04 — retrieved 29 September 2026.
• Salbid S.p.A., press release under art. 102(1) TUF, 29 August 2024, https://www.salcef.com/wp-content/uploads/2024/08/Project-Sierra-Press-Release-pursuant-to-Article-102-TUF-ENG-29.08.2024.pdf — retrieved 29 September 2026.
• Salbid S.p.A., definitive results of the offer, delisting and joint procedure, 11 November 2024, https://www.salcef.com/wp-content/uploads/2024/11/Project-Sierra-Comunicato-Risultati-Definitivi-dellOfferta-Delisting-e-modalita-di-esercizio-della-Procedura-Congiunta.pdf — retrieved 29 September 2026.
• GLEIF, direct child relationship of LEI 815600DB65870B3F2A12 (Salcef S.p.A., LEI 8156005118E0C42F8860), last updated 10 April 2026, https://api.gleif.org/api/v1/lei-records/815600DB65870B3F2A12/direct-child-relationships — retrieved 29 September 2026.
• GLEIF, LEI records for RAILBID S.R.L (984500A5587ND6114853) and SALBID S.P.A. (98450059B946BF53D446), https://api.gleif.org/api/v1/lei-records/984500A5587ND6114853 — retrieved 29 September 2026.
• European Commission, VIES VAT number validation for the Italian subsidiaries listed above, https://ec.europa.eu/taxation_customs/vies/rest-api/ms/IT/vat/12612601000 — retrieved 29 September 2026.