April 28, 2023

Update on the treasury share buy-back programme

PRESS RELEASES

Milan, 28 April 2023 – Webuild S.p.A. announces that, as a result of the resolution taken by its shareholders in their ordinary meeting of 27 April 2023 which approved the buy back and disposal of treasury shares, after the revocation of the authorisation resolution passed in their ordinary meeting of 28 April 2022 for the uncompleted part:

-     the treasury share buy-back programme commenced on 29 April 2022 pursuant to the shareholders’ resolution of 28 April 2022 ended on 27 April 2023. 
Under this programme, the company repurchased no. 7,804,813 treasury shares (LEI: 549300UKR289DF4UXQ47) with an average unit price of € 1.4631 for a total of € 11,419,394.085 as part of this programme;

-     the treasury share buy-back programme as per the resolution passed by the shareholders in their meeting of 27 April 2023 (the “programme”) commenced today.

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In accordance with article 144-bis of Consob’s (the Italian commission for listed companies and the stock exchange) resolution no. 11971/1999 (the Issuers’ Regulation), details about the programme are provided below.

Purpose of the programme
Repurchase of treasury shares to the extent allowed and in compliance with the measures established by the applicable laws and regulations as well as the market practices permitted by Consob or other competent authorities in order to:

a)     operate on the market, in compliance with applicable laws and regulations currently in force and through intermediaries, to support the liquidity of the share and to stabilise the trend of trading and prices, in the presence of any price fluctuations that reflect abnormal trends, including those linked to excessive volatility or poor trading liquidity and/or to ordinary share placements on the market by shareholders that have the effect of affecting its price and/or more generally to contingent market situations. In such case, the company shall make any additional information required by the applicable law and market practice available to the market;  

b)     perform medium and long term investments, or in any case for the purpose of taking up market opportunities through the repurchase and resale of the shares whenever appropriate;

c)     equip itself with a portfolio of its own treasury shares to be used in the context of any extraordinary financial and/or incentive operations and/or for other uses deemed to be of financial, managerial and/or strategic interest for the company. 

 

The repurchase transactions shall not be instrumental in reducing the share capital by cancelling the repurchased treasury shares. 

Maximum number of treasury shares and duration of the programme
The share buy-back programme, which may be implemented within 18 months from the date of the shareholders’ resolution and, therefore, no later than 31 October 2024, may involve up to a maximum number of the company’s ordinary shares not exceeding 10% of the total number of ordinary shares outstanding at the time of the transaction.

Minimum and maximum consideration and total value
The buy-back of treasury shares cannot differ, in any event, either downwards or upwards, by more than 20% with respect to the reference price recorded by the ordinary share during the stock exchange session preceding each individual transaction. 

Methods by which the buy-back can be carried out 
Share buy-back transactions shall be carried out in accordance with the principle of equal treatment of shareholders in accordance with the operating methods established by the applicable laws and regulations and the market practices permitted by Consob or other competent authorities from time to time. 

In order to carry out its treasury share buy-back transactions, the company shall avail of financial intermediaries that shall operate entirely independently and without being influenced by the company as to the timing of the purchases, without prejudice to the further communications that the company shall make in this regard in accordance with the provisions of the applicable legal and regulatory framework, including accepted market practices, as applicable. 

The programme does not oblige the company to buy back its treasury shares or to do so to the maximum extent authorised by the shareholders.

The programme may be implemented in part and/or suspended, interrupted and revoked at any time, subject to due notice.

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Given the above, Webuild S.p.A. announces that it repurchased no. 220,000 treasury shares  at an average unit price of € 1.9210 for a total of € 422,629.55 in the week from 24 to 28 April 2023 as duly authorised by the resolution passed by its shareholders on 28 April 2022, for the transactions performed up until 27 April 2023 (inclusive) and the resolution passed on 27 April 2023, for the transactions carried out on 28 April 2023.

The repurchases were made through the intermediary Intermonte S.p.A. 

The repurchases made on a daily basis are set out below while details of the transactions performed in the period are provided in the annex. 

As a result of these repurchases, at 28 April 2023, Webuild S.p.A. holds no. 18,190,795 treasury shares, equal to 1.818% of its ordinary share capital.
 

Update on the treasury share buy-back programme

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