Approved Remuneration Policies

Renewed authorization to purchase and dispose of own shares

Confirmed appointment of Directors already co-opted by the Board of Directors

Appointed Board of Statutory Auditors for the next three years
  

Milan, April 27, 2023 – The Ordinary Shareholders' Meeting of Webuild S.p.A. (MTA: WBD), met today and resolved to: 

• approve the financial statements of Webuild S.p.A. as at December 31, 2022, and the distribution of a dividend of €0.057 for each existing ordinary and savings share with dividends right at the ex-dividend date. The payment date is 24 May 2023, the ex-dividend date 22 May 2023 (record date 23 May 2023);
• approve the Remuneration Report, which comprises Section I (Webuild S.p.A.’s remuneration policy for the three-year period 2023-2025) and Section II (actual remuneration figures for 2022);
• confirm the appointment of Directors Francesco Renato Mele and Andrea Alghisi, co-opted by the Board of Directors of the Company on October 3, 2022, whose mandate will expire, as the rest of the Board of Directors, with the approval of the financial statements as at December 31, 2023;
• appoint the new Board of Statutory Auditors that will remain in place until the Shareholders' Meeting called to approve the financial statements as at December 31, 2025, determining its remuneration. In particular, the following were appointed:
  • from List no. 1, presented by shareholders Salini S.p.A. and CDP Equity S.p.A. (holders of a total of 56.83% of the Company’s ordinary share capital) and voted by approximately 89.5% of the shares represented at the Shareholders' Meeting (“Majority List”), no. 2 Statutory Auditors: Antonio Santi and Lucrezia Iuliano; and no. 1 Alternate: Pierumberto Spanò;
  • from List no.2, presented by shareholder INARCASSA – Cassa Nazionale di Previdenza ed Assistenza per gli Ingegneri ed Architetti Liberi Professionisti (holder of 2.291% of the Company’s ordinary share capital) and voted by approximately 7.5% of the shares represented at the Shareholders' Meeting (“Minority List”), the Chairperson of the Board of Statutory Auditors: Giovanni Maria Garegnani and no. 1 Alternate: Marco Seracini.

The composition of the newly appointed Board of Statutory Auditors complies with current provisions relating to gender equality.

In addition to the above, the Shareholders' Meeting resolved to:

• approve, upon recommendation of the Board of Statutory Auditors pursuant to reference regulations, the appointment of the mandate of independent auditors for the 2024-2032 period to PricewaterhouseCoopers S.p.A., determining its remuneration;
• approve the renewal of the authorization to purchase and dispose of own shares, under the terms and conditions included in the proposal of the Board of Directors;
• approve some amendments to the methods for allocating the “Performance Shares 2020-2022 Plan”;
• approve the amendments to the Regulations of the 2021-2030 Anti-Dilutive Warrants issued by Webuild S.p.A. (ISIN: IT0005454423). 

The voting summary and the minutes of the Shareholders' Meeting will be made available to the public in accordance with the methods and timings foreseen by current Italian legislation. 

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The Company's Board of Directors met at end of the Shareholders' Meeting, and based on the declarations of the single interested parties and the information in the hands of the Company, verified that:

• all newly elected members of the Board of Statutory Auditors possess the independence requirements foreseen by the TUF (Testo Unico della Finanza) and by the Corporate Governance Code (2020 Edition);
• the newly elected Directors Francesco Renato Mele and Andrea Alghisi can be qualified as non-executive and non-independent Directors. The above Directors do not belong to any internal board committees;
• Said members of the Board of Statutory Auditors and Directors possess the further requirements foreseen by the Law and regulations with regard to the appointment of their related mandates and do not hold investments in the Company's share capital.

The professional profiles of the above Directors and Statutory Auditors are made available on the Company's website, in the Governance section.

The Board of Directors would like to extend its sincerest gratitude to the outgoing members of the Board of Auditors - Giacinto Gaetano Sarubbi, Paola Simonelli and Roberto Cassader – for the productive and excellent collaboration that they provided during their mandate. The Board would also like to wish them the best of luck in their future professional endeavours.