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Webuild AGM Information 2022

May 23, 2022

4062_rns_2022-05-23_0ba43f1d-3492-45db-a2eb-a01948b49b3b.pdf

AGM Information

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SPECIAL MEETING OF THE HOLDERS OF SAVINGS SHARES OF 23 JUNE 2022

ILLUSTRATIVE REPORT OF THE BOARD OF DIRECTORS OF WEBUILD S.P.A. ON THE FOLLOWING ITEMS ON THE AGENDA:

"1. FUND FOR THE COSTS NECESSARY TO SAFEGUARD THE COMMON INTERESTS AS PER ARTICLE 146 OF LEGISLATIVE DECREE NO. 58/98 (THE "FUND")

1.1. REPORT ON THE MANAGEMENT OF THE FUND SET UP AS PER THE RESOLUTION PASSED BY THE HOLDERS OF SAVINGS SHARES IN THEIR SPECIAL MEETING OF 27 JUNE 2019

1.2. SET UP OF THE FUND

2. APPOINTMENT OF A COMMON REPRESENTATIVE OF THE HOLDERS OF SAVINGS SHARES (THE "COMMON REPRESENTATIVE")

2.1. DETERMINATION OF THE TERM OF OFFICE OF THE COMMON REPRESENTATIVE

2.2. APPOINTMENT OF THE COMMON REPRESENTATIVE

2.3. DEFINITION OF THE FEES OF THE COMMON REPRESENTATIVE"

Dear holders of savings shares,

In the special meeting of holders of savings shares held on 27 June 2019, you resolved to appoint Andrea Vicari as your common representative (the "common representative") for the three-year 2019-2021 period and, therefore, until approval of the company's financial statements as at and for the year ended 31 December 2021.

Accordingly Mr. Vicari's mandate as common representative expired with the approval of the abovementioned financial statements by the company's shareholders in their ordinary meeting of 28 April 2022. You are thus called to a special meeting of the holders of special shares (the "special meeting") pursuant to article 146.1.c) and a) of Legislative decree no. 58/1998, as subsequently amended (the "Consolidated Finance Act") to take the necessary and opportune resolutions.

Considering that participation in the meeting is only possible through the delegated representative, and that, during the course of the proceedings, presenting proposals is not allowed as clarified by Consob with communication no. 3/2020, you are invited to present individual proposals for resolving on the items on the agenda, by sending them (with a copy of your ID document) at least fifteen days before the date set for the meeting (i.e., Wednesday, 8 June 2022) by e-mail to the certified e-mail address [email protected].

All proposals should be formulated clearly and completely and possibly accompanied by a reasoned report. After verifying the relevance of the proposals, with respect to the agenda, as well as their completeness and compliance with the applicable regulations, the company will communicate all the proposals received (and any accompanying explanatory reports) by Thursday, 9 June 2022, by publishing them on its website (www.webuildgroup.com) in the "Governance - Shareholders' Meeting" section and through the storage mechanism ().

The report prepared by the current common representative, Mr. Vicari, will be made available using the same methods.

1.1. REPORT ON THE MANAGEMENT OF THE FUND SET UP AS PER THE RESOLUTION PASSED BY THE HOLDERS OF SAVINGS SHARES IN THEIR SPECIAL MEETING OF 27 JUNE 2019

In the special meeting of 27 June 2019, you resolved to set up a fund of €50,000.00 (fifty thousand/00) for the costs necessary to safeguard your common interests (the "fund").

We invite you to consult the report prepared by the common representative, Mr. Vicari, for details of the management of the fund in the period from 2019 to 2021.

With respect to the aforementioned, you are requested to approve the following resolution proposal:

"In their special meeting, the holders of Webuild S.p.A. savings shares,

RESOLVE

to approve the report on the management of the fund for the costs necessary to safeguard their common interests for the three-year 2019-2021 period as per article 146 of Legislative decree no. 58/98, as prepared by the common representative Andrea Vicari."

***** *** *****

1.2. SET UP OF THE FUND

We invite you to approve the set up of a fund for the costs necessary to safeguard the common interests of the holders of savings shares.

Considering the proposals that will be presented using the methods described earlier, you are requested to approve the following resolution proposal:

"In their special meeting, the holders of Webuild S.p.A. savings shares,

given the proposal made by the shareholder [•];

RESOLVE

to set up a fund for the costs necessary to safeguard the common interests of the holders of saving shares as per article 146 of Legislative decree no. 58/98, allocating €[•] thereto.

***** *** *****

2.1. DETERMINATION OF THE TERM OF OFFICE OF THE COMMON REPRESENTATIVE

As provided for by article 2417.3 of the Italian Civil Code, the common representative has a term of office of not more than three years and may be re-elected.

Considering the proposals that will be presented using the methods described earlier, you are requested to approve the following resolution proposal:

"In their special meeting, the holders of Webuild S.p.A. savings shares,

given the proposal made by the shareholder [•];

RESOLVE

to set the term of office of the common representative of the holders of savings shares as [•] years and, therefore, until approval of the company's financial statements as at and for the year ending 31 December [•]."

***** *** *****

2.2. APPOINTMENT OF THE COMMON REPRESENTATIVE

Considering the proposals that will be presented using the methods described earlier, you are requested to appoint a common representative and approve the following resolution proposal:

"In their special meeting, the holders of Webuild S.p.A. savings shares,

given the proposal made by the shareholder [•];

RESOLVE

to appoint [•] as the common representative of the holders of savings shares."

***** *** *****

2.3. DEFINITION OF THE FEES OF THE COMMON REPRESENTATIVE

In your meeting of 27 June 2019, you resolved a fee of €60,000.00 (sixty thousand/00) per annum for the common representative.

Considering the proposals that will be presented using the methods described earlier, you are requested to approve the following resolution proposal:

"In their special meeting, the holders of Webuild S.p.A. savings shares,

given the proposal made by the shareholder [•];

RESOLVE

to set the fee of €[•] per annum for the common representative of the holders of savings shares.

Rozzano, May 23, 2022 On behalf of the board of directors of Webuild S.p.A.

Chairman – Donato Iacovone