Milan, September 23, 2024 - Today, the project concerning the merger by incorporation of the fully owned subsidiary, Webuild Italia S.p.A. (“Webuild Italia”), into Webuild S.p.A. (“Webuild”), was filed. The operation aims at creating further synergies and at simplifying the organizational asset of Webuild's core activities, according to the approach that is mainly present for the other Group "geographies". 

Webuild is at this time engaged in 31 main infrastructural projects to modernize and develop sustainable mobility in Italy, like: the Brenner Base Tunnel and Milan's M4 metro line; Rome's Line C metro, the high-capacity Genoa-Milan railway line, and the railway sections along the HS Naples-Bari and HC Palermo-Catania-Messina routes. Approximately 17 thousand people, both direct and third-party personnel, are working on these projects, distributed along the entire Italian territory, and 10,500 supply-chain companies.  

The operations carried out by Webuild Italia will be put on Webuild's financial statements from January 1 of the business year when the merger will be effective, pursuant to Article 2504-bis of the Italian Civil Code. The fiscal effects will commence from the same date, pursuant to Article 172, paragraph 9, D.P.R. 917/1986, while with regard to the judicial effects pursuant to Article 2504-bis of the Italian Civil Code, the merger will be effective once the final registrations of the deed are made at the Business Register, or by the different date, in any case subsequent, stated in the deed. Webuild Italia, from that very moment, will terminate, and its rights and obligations will be owned by Webuild.

As this is a merger of a company that is fully controlled by Webuild (and subject to the management and coordination of the latter), pursuant to Article 2505 of the Italian Civil Code, the merger will be carried out in simplified form, and therefore, in particular, without an exchange, without a capital increase of the incorporating party, and without any amendment to Webuild's Bylaws. Moreover, as allowed by the same Article of the Italian Civil Code and by Article 24 of the Bylaws, the resolution concerning the merger will be implemented by Webuild's Board of Directors, without prejudice to what is stated in Article 2505, paragraph 3, of the Italian Civil Code. 

The merger by incorporation project, approved by the Board of Directors of the two companies, has been filed today in the Group's headquarters, and on the company website (www.webuildgroup.com - in the Governance/Other documents section) and at the authorized storage mechanism 1info (www.1info.it), including the Half-Year Financial Report as at June 30, 2024, and the balance sheet situation of Webuild Italia as of June 30, 2024. The financial statements of the last three fiscal years are also present at the headquarters of the companies participating in the merger. 

The merger is exempt from the application of Webuild's Procedure for regulating operations with related parties, as it is carried out with a subsidiary and there are no significant interests of other Webuild related parties; it is also exempt from publishing the informative document as per Article 70 of Consob's Issuers' Regulation no. 11971/1999, as not required by the Law.