What do we mean by Antidilutive Warrants?

On April 30, 2021, in the context of the resolutions regarding the partial demerger of Astaldi SpA ("Astaldi") in favour of Webuild SpA (the “Demerger"), the Extraordinary Shareholders' Meeting of Webuild SpA ("Webuild") approved, inter alia:

• issuing a maximum of 80,738,448 “Warrant Webuild 2021-2030” (ISIN IT0005454423) in favour of holders of Webuild ordinary shares (“Antidilutive Warrants”);
• issuing a maximum of 80,738,448 ordinary shares reserved for the subscription exercise right pertaining to the holders of the Antidilutive Warrants ("Exchange Shares").

The Antidilutive Warrants have been assigned, free of charge, and in dematerialized form, to holders of Webuild ordinary shares, on the open market date, prior to the effective date of the Demerger, based on a ratio of 0.090496435 Antidilutive Warrants, for each Webuild ordinary share held on that day.

Antidilutive Warrants exercise

Given their purpose, the Antidilutive Warrants can only be exercised after Webuild has issued new ordinary shares for the unscheduled creditors, as defined in the proposed partial proportionate demerger of Astaldi to Webuild (the “subsequent issues”). 

By the end of each month after the month when the Subsequent Issues occurred, Webuild will inform the warrant holders on the above by publishing a Press Release on its website. 

The Exchange Shares will be assigned during the following timeframes (save as otherwise provided for by the Antidilutive Warrant Regulation):

Warning

This Frequently Asked Questions (FAQ) section is made available by Webuild for the sole purpose of facilitating the user, based on the most frequently asked questions (FAQ) received, from time to time, by the Company’s Investor Relations department.

For purposes related to possible investment decisions, and for information regarding the terms and conditions of the Antidilutive Warrants, investors and holders of these instruments are requested to refer, exclusively, to the Regulations available in the section of the abovementioned website, and if necessary, by contacting their consultants.

In any case, the Investor Relations department remains at the disposal of the interested parties. The Company will take care of updating this section, if necessary, with the aim of offering constant, widespread and constructive support to its shareholders and investors.

* Until April 2023, the Company published press releases pursuant to art. 3.7 – (a) of the Antidilutive Warrant Regulation even in the absence of Subsequent Issues. Starting from May 2023, this communication failed due to the resolutions passed by the Webuild Shareholders' Meeting held on April 27, 2023.