• Conditional agreement with Murray & Roberts to acquire Clough, subject to positive outcome of due diligence

• Clough among Australia’s leading engineering and construction companies with more than a century of experience

• Acquisition would boost Webuild’s presence in Australia with scale, expertise, workforce

• Acquisition would provide significant operational, commercial synergies

• Clough holds €4.8 billion in order backlog and preferred bids, revenues at €1 billion, with financial debt-free balance sheet

MILAN, November 8, 2022 - Webuild announces that it has reached a conditional agreement to acquire the entire share capital of the Australian company Clough Limited (“Clough”).

The Target

Clough is among Australia’s main companies in the engineering and construction sector, with approximately 2,500 employees. Founded in Perth in 1919, Clough is wholly owned by Murray & Roberts of South Africa. It provides sustainable and innovative solutions in the design, construction and maintenance of plants and infrastructure in the energy, resources and infrastructure sectors. Its landmark projects include the first high-rise in Perth, and the first major underground freeway tunnel in Western Australia.

At June 30, 2022, Clough had an order backlog of approximately €2.1 billion, and approximately €2.7 billion worth of projects for which it is the preferred bidder. Both the backlog and preferred bids are mainly concentrated in Australia and North America. Revenues for the 2022 financial year are approximately €1 billion. In addition, the company ended 2022 with balance sheet free of financial debt.

Webuild will support Clough's financial reorganisation with the aim of turning it into the Group's platform in Australia, a strategic market with strong growth potential as infrastructure investments are expected to reach more than €300 billion in the 2022-2025 period. In Australia, Webuild’s order book and preferred bids total nearly €9 billion.

Transaction Rationale

The transaction would enable Webuild to:

• strengthen its organisational, engineering and workforce structure in Australia, instrumental to the execution of its order backlog and commercial plan;
• bolster its local presence in a number of major Australian states, such as Western Australia and Queensland, adding to Webuild's established presence in New South Wales and Victoria;
• benefit from scale and significant synergies by enhancing Clough's central resources specialised in commercial planning, bid preparation, human resources management, procurement management, administration, finance and control;
• expand and diversify Webuild's activities in terms of operating segments, with Clough’s good market positioning and strong technical expertise in sectors such as energy, installations, and defence.

The transaction would have Webuild take over minority stakes in projects in Australia carried out in partnership with Clough, including Snowy 2.0 and Inland Rail.

Transaction Highlights

The agreement is subject, inter alia, to the positive outcome of the due diligence (to be conducted promptly on Clough), all the necessary approvals from the relevant authorities, clients' confirmation that Clough material contracts will continue unimpaired after the closing of the acquisition, and approval by the Murray & Roberts Holding Limited shareholders’ assembly. The structure of the operation also foresees Webuild granting a AUS$ 30 million (approximately, €20 million) loan to Clough between the signing and closing, subject, inter alia, to appropriate first ranking security being in place to secure repayment if the transaction is not completed.

Due diligence has already commenced, whose agreed scope will address standard legal, accounting, tax and operational matters, and will review the economic and financial forecasts made available to Webuild pending the negotiation of the transaction.