WEBUILD S.P.A.

Shareholders of Webuild S.p.A.

The figures below are taken from the issuer’s report on corporate governance and ownership structure drawn up under art. 123-bis TUF, approved by the board on 2 April 2026, which restates the major-holdings notifications held in Consob’s register. All percentages are stated “as at the date of that report”, that is 2 April 2026.

Share classes. Share capital is EUR 600,000,000, fully paid, in shares without par value. There are 1,017,686,933 ordinary shares carrying 1,550,007,524 votes, of which 485,366,342 shares carry one vote each (ISIN IT0003865570) and 532,320,591 shares carry double voting rights (ISIN IT0005491763, 1,064,641,182 votes). There are also 1,615,491 savings shares (ISIN IT0003865588), which have no vote in ordinary and extraordinary meetings and vote only in their own special class meeting. The company has issued no multiple-vote shares (azioni a voto plurimo), no preference shares and no securities conferring special control rights. The double vote is a loyalty mechanism under arts. 13 and 13-bis of the by-laws: it accrues where a share has belonged to the same holder for at least 24 consecutive months and the holder has been continuously entered for that period in the Special List established by board resolution of 25 March 2022. 77,063,540 unlisted Antidilution Warrants 2020–2030 (ISIN IT0005454423) remain outstanding.

Holders above 3% of voting rights at 2 April 2026.

• Pietro Salini, through Salini S.p.A. — 392,351,587 ordinary shares, 38.55% of ordinary capital, 754,878,522 votes, 48.70% of voting rights. Adding his personal holding (1,555,002 shares, 0.15%), Athena Partecipazioni S.r.l. (1,076,156 shares, 0.11%) and Salini Simonpietro e C. S.a.p.a. (31,680 shares, 0.003%), the total attributed to Pietro Salini is 394,982,745 shares and 759,133,397 votes, 48.98% of voting rights.
• CDP Equity S.p.A., with Cassa Depositi e Prestiti S.p.A. named as the declaring party — 167,555,145 ordinary shares, 16.47% of ordinary capital, 335,110,290 votes, 21.62% of voting rights. This is the state-linked holding in the company: CDP Equity is part of the Cassa Depositi e Prestiti group.
• Intesa Sanpaolo S.p.A. — 47,022,720 ordinary shares, 4.62% of ordinary capital, 47,022,720 votes, 3.03% of voting rights.

Control. The company is controlled. The governance report states that Salini Costruttori S.p.A. indirectly controls Webuild S.p.A. through its wholly owned subsidiary Salini S.p.A., and that Webuild is subject to the direction and coordination (direzione e coordinamento, art. 2497 of the Italian Civil Code) of Salini Costruttori S.p.A. Because of that, and under art. 16 of the Consob Market Regulation, the Control, Risk and Sustainability Committee and the Remuneration and Appointments Committee are composed exclusively of independent directors.

Shareholders’ agreements (art. 122 TUF). Two agreements are disclosed:

• Salini/CDPE agreement, signed on 29 February 2024 (date of the last signatory) between Salini S.p.A., CDP Equity S.p.A. and, for certain provisions only, Salini Costruttori S.p.A., Webuild S.p.A. and Pietro Salini personally as a shareholder of Salini Simonpietro e C. S.a.p.a. It terminated by mutual consent the agreement of 2 August 2019 (as supplemented on 4 November and 26 December 2019, and acceded to by Salini S.p.A. from 21 February 2022) and replaced it with a new pact covering, among other things, governance rules of the issuer. It runs for three years from signature and renews automatically for further three-year periods unless terminated.
• Salini Costruttori / Salini agreement, signed on 26 July 2024 and effective from 23 November 2024, containing voting undertakings on the composition of the corporate bodies of Salini Costruttori S.p.A. and Salini S.p.A. It binds shares representing about 90.10% of the capital of Salini Costruttori S.p.A. and is effective for three years from 23 November 2024. This pact sits above Webuild, not in its own capital.

Treasury shares. At 2 April 2026 Webuild held 30,504,906 of its own shares, 3% of ordinary capital and 1.97% of voting rights; subsidiaries within the consolidation scope held a further 2,346,581 shares, 0.23% of ordinary capital and 0.15% of voting rights. Total treasury holding 32,851,487 shares, 3.23% of ordinary capital and 2.12% of voting rights. The buy-back was authorised by the ordinary meeting of 16 April 2025 for 18 months and its renewal was put to the meeting of 29 April 2026. No treasury shares have been sold under any of the programmes since 30 April 2021.

Free float. The company does not publish a free-float percentage in the governance report. Deriving it from the disclosed figures, the ordinary shares not held by the three declared holders above 3% and not held in treasury amount to 375,274,836 shares, or 36.87% of ordinary capital at 2 April 2026. That figure is an arithmetic residual computed here, not a company-published number.

Ultimate beneficial ownership

The ownership chain disclosed by the issuer runs: Webuild S.p.A. ← Salini S.p.A. (38.55% of ordinary capital, 48.70% of voting rights) ← Salini Costruttori S.p.A., which holds the whole of Salini S.p.A. and is named as the party exercising direction and coordination over Webuild. Pietro Salini is the natural person identified by the issuer as the declarant at the head of that chain and is also the chief executive officer of Webuild and managing director of both Salini Costruttori S.p.A. and Salini S.p.A. The governance report does not break down the individual shareholdings of natural persons in Salini Costruttori S.p.A.; it records only that the 26 July 2024 pact binds about 90.10% of that company’s capital. A beneficial-ownership determination at the level of natural persons therefore has to be completed from Salini Costruttori’s own Registro Imprese file and the Italian beneficial-ownership register, which were not consulted here. The second economically significant holder, CDP Equity S.p.A., is a state-linked investor within the Cassa Depositi e Prestiti group and has no individual beneficial owner.

Data availability

The stored ownership record for this company was not used. It claimed ten rows, stored five, and listed only index funds and ETFs — Avantis International Small Cap Value ETF at 27.82% on 6,097,772 shares, Vanguard Total International Stock Index at 19.53% on 4,281,673 shares, DFA Continental Small Company Series at 5.96%, WisdomTree International SmallCap Dividend Fund at 5.16% and DFA International Core Equity Portfolio at 3.35%. Those percentages are arithmetically impossible against 1,017,686,933 ordinary shares in issue: 6,097,772 shares is about 0.60% of the ordinary capital, not 27.82%. The record contains none of the holders that actually have to be disclosed, no shareholders’ agreement, no treasury position, no share classes and no control statement. The figures above come instead from the issuer’s art. 123-bis report of 2 April 2026 and, for the share counts, from the schedules annexed to it.

Directors and officers of Webuild S.p.A.

Webuild uses the traditional Italian administration and control model: a board of directors (consiglio di amministrazione) and a separate board of statutory auditors (collegio sindacale), both elected by the shareholders’ meeting through slate voting (voto di lista). Dates of birth and personal tax codes are not published here.

Board of directors. The board in office was appointed by the ordinary shareholders’ meeting of 24 April 2024 for the three financial years 2024–2026, serving until the meeting called to approve the financial statements for the year ending 31 December 2026. It has fifteen members, of whom eleven are independent under both the TUF and the Corporate Governance Code, and one executive director. All slates were presented by shareholders; the column below records whether the director was drawn from the majority slate (M) or the minority slate (m).

• Gian Luca Gregori — Chairman, non-executive, independent — first appointed and in office from 24 April 2024 — majority slate.
• Pietro Salini — Chief Executive Officer, executive director — first appointed 17 July 2012, continuously in office since — majority slate.
• Francesco Umile Chiappetta — non-executive, independent — from 24 April 2024 — minority slate.
• Davide Croff — non-executive, independent — first appointed 30 April 2021 — majority slate.
• Moroello Diaz della Vittoria Pallavicini — non-executive, independent — from 24 April 2024 — majority slate.
• Paola Fandella — non-executive, independent — from 24 April 2024 — majority slate.
• Francesca Fonzi — non-executive, independent under the TUF — from 24 April 2024 — majority slate.
• Lorenzo Iucci — non-executive, independent under the TUF — co-opted 13 November 2025 and confirmed by the shareholders’ meeting of 29 April 2026, in office until approval of the 2026 financial statements — majority slate.
• Flavia Mazzarella — non-executive, independent — first appointed 30 April 2021 — majority slate.
• Itzik Michael Meghnagi — non-executive, independent — from 24 April 2024 — majority slate.
• Teresa Naddeo — non-executive, independent — first appointed 30 April 2021 — majority slate.
• Alessandro Salini — non-executive, not independent — first appointed 28 April 2016 — majority slate.
• Serena Torielli — non-executive, independent — first appointed 30 April 2021 — majority slate.
• Michele Valensise — non-executive, independent — first appointed 30 April 2021 — majority slate.
• Laura Zanetti — non-executive, independent — first appointed 30 April 2021 — majority slate.

Board of statutory auditors (collegio sindacale). This is a separate supervisory body, not part of the board of directors. The shareholders’ meeting of 29 April 2026 renewed it for three financial years, until approval of the financial statements for the year ending 31 December 2028:

• Mauro Lonardo — Chairman — elected from the slate presented by institutional investors, which received about 10.5% of the votes cast. Under art. 148 TUF the chair of the collegio sindacale is drawn from the minority slate; the quorum for minority slate presentation is 1% of capital.
• Pierumberto Spanò — standing auditor — slate presented jointly by Salini S.p.A. and CDP Equity S.p.A., which received about 89.2% of the votes cast.
• Marcella Caradonna — standing auditor — Salini S.p.A. / CDP Equity S.p.A. slate.
• Guido Arrigoni — alternate auditor — Salini S.p.A. / CDP Equity S.p.A. slate.
• Giulia Pusterla — alternate auditor — Salini S.p.A. / CDP Equity S.p.A. slate.

The preceding collegio sindacale, appointed on 27 April 2023 and in office until approval of the 2025 financial statements, comprised Giovanni Maria Garegnani as chairman (minority slate, about 7.546% of votes cast), Antonio Santi and Lucrezia Iuliano as standing auditors (majority slate, about 89.521%), with Pierumberto Spanò and Marco Seracini as alternates. It held 21 meetings in 2025.

Executives, kept separate from the corporate bodies. Pietro Salini holds the executive mandate as Chief Executive Officer. Massimo Ferrari is General Manager Corporate & Finance and holds the office of manager responsible for financial reporting (dirigente preposto alla redazione dei documenti contabili societari) under art. 154-bis TUF, on an open-ended appointment; he countersigned the certification of the 2025 financial statements dated 11 March 2026. Neither is a substitute for the board itself.

Recent officer changes

• 13 November 2025 — Francesco Renato Mele ceased to be a director; Lorenzo Iucci was co-opted the same day.
• 29 April 2026 — the shareholders’ meeting confirmed Lorenzo Iucci as a director until approval of the 2026 financial statements.
• 29 April 2026 — the shareholders’ meeting renewed the collegio sindacale for 2026–2028, appointing Mauro Lonardo as chairman.

Data availability

The stored officer record is materially wrong for a listed Italian issuer. It claimed six entries and stored five, none with an appointment or resignation date. Four of the five are management roles rather than corporate offices: a General Manager of Global Operations, a Group HR & Organization Director, a General Manager of Group Finance and a Head of Investor Relations. Only Pietro Salini, recorded as “CEO & non-independent executive director”, corresponds to a person holding a corporate office. The record contains no board of directors and no collegio sindacale at all, and therefore no appointment dates, terms or slate origin. Of the management names it carries, Massimo Ferrari is confirmed by the issuer’s own filings as General Manager Corporate & Finance and dirigente preposto; the other three management names are not stated in the 2025 corporate governance report or the 2025 annual report and are left unverified here.

Group structure of Webuild S.p.A.

What sits above. Webuild S.p.A. is not the top of its own chain. Salini S.p.A., an unlisted Italian company with registered office in Milan, Via del Lauro 3, share capital EUR 10,000,000, holds 38.55% of the ordinary capital and 48.70% of the voting rights. Salini S.p.A. has a single shareholder, Salini Costruttori S.p.A., also in Milan, Via del Lauro 3, share capital EUR 62,400,000. The governance report states that Salini Costruttori S.p.A. indirectly controls Webuild through Salini S.p.A. and exercises direction and coordination over it under art. 2497 of the Italian Civil Code. Salini Costruttori acquired that position by contributing its entire Webuild holding to Salini S.p.A. by deed of 3 December 2021, registered on 9 December 2021.

What sits below. The annex “List of Webuild Group companies at 31 December 2025” to the 2025 annual report lists 416 entries: 198 consolidated line by line (a figure that includes Webuild S.p.A. itself), 82 accounted for as joint operations, and 136 measured at equity. In this industry a large part of the list is made up of single-project vehicles named S.c. a r.l., S.C.p.A., Consorzio or Joint Venture. These are not ordinary subsidiaries: Eurolink S.C.p.A., for example, is 53.904% held yet measured at equity, while many consortia below 100% are consolidated line by line because control follows the consortium agreement rather than the shareholding. The only subsidiary the company designates as being of strategic relevance is Lane Industries Incorporated.

Data availability

The stored group tree holds 85 nodes with the subject at the top and a maximum depth of three. It was checked node by node and has three structural defects. First, a substantial number of its nodes are not companies at all but foreign registrations and branches of Webuild S.p.A. itself — the UK branch (FC039678), three Norway branches, the Poland branch, the Slovak organizačná zložka, and registrations in Ethiopia, Saudi Arabia, Qatar and Brazil — presented as if they were subsidiaries. Second, the identifiers are VAT numbers carried with a doubled country prefix, for example “IT IT02895590962” for the subject, which is the VAT number and not the Registro Imprese number or the codice fiscale; the correct Registro Imprese number and codice fiscale for the subject is 00830660155 and the REA number is MI–525502. Third, entities appear more than once under different country codes, for example Salini Namibia (Pty) Ltd and Seli Overseas, one of which is even shown as a child of itself.

The tree also mixes true subsidiaries with project consortia and joint ventures without distinguishing them — entries such as Concreta S.c. a r.l., DT1/DT2/DT4-5 S.c. a r.l., Isarco S.c. a r.l., Nacav S.c. a r.l., Eurolink S.C.p.A., Sirjo S.C.p.A., Nathpa Jhakri JV, Consorcio Impregilo OHL and the various US and Ugandan joint ventures. It is also out of date in places: Cossi Costruzioni and Seli Overseas are shown directly under Webuild although they were transferred to Partecipazioni Italia S.p.A. during 2025.

A tree of this size cannot be verified entity by entity. What was verified is the spine above the company, the identifiers of Webuild S.p.A., Salini S.p.A. and Salini Costruttori S.p.A., the 20 entities set out in the table above against the annual report annex, and the totals of 198 line-by-line, 82 joint operation and 136 equity-method entries at 31 December 2025. The remaining entries in the consolidation annex and in the stored tree — in particular the Italian and foreign project consortia, the Lane and Astaldi sub-groups below the entities named above, and all branch registrations — were not checked individually and should be treated as unverified. No identifier in the stored tree was confirmed against the Registro Imprese or any foreign register.