AGM Information • May 17, 2025
AGM Information
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Company subject to the direction and coordination of Salini Costruttori S.p.A. Registered office: Centro Direzionale Milanofiori Strada 6 - Palazzo L - 20089 Rozzano (MI) Share capital € 600.000.000,00 fully paid up Tax code and Milan, Monza Brianza and Lodi Company Registration No 00830660155

The special meeting of the holders of saving shares of Webuild S.p.A. ("Webuild" or the "Company"), with registered office in Rozzano (MI), Centro Direzionale Milanofiori, Strada 6, Palazzo L, share capital euro 600,000,000.00, tax code and registration number in the Milan-Monza Brianza-Lodi Register of Companies 00830660155, company subject to the management and coordination activities of Salini Costruttori S.p.A., is called in to meet in presence on Wednesday, June 18, 2025, at 10 a.m., on single call, at the Hotel NH Collection Milano President, in Milan, in Largo Augusto 10, to discuss and resolve on the following
1.1. Report regarding the Fund's management.
1.2. Establishment of the Fund.
2.1. Determination of the term in office of the Common Representative.
2.2. Appointment of the Common Representative.
2.3. Determination of the remuneration of the Common Representative.
As of today, pursuant to article 6 of the by-laws, the Company's subscribed and fully paid-up share capital amounts to €600,000,000.00 and, consists of a total of 1,019,267,499 shares without a par value, as shown hereafter: (i) a total of no. 1,017,652,008 ordinary shares (with voting rights at shareholders' meetings) of which:
no. 463,791,953 ordinary shares with single vote;
no. 553,860,055 ordinary shares with a majority vote;
for a total of no. 1,571,512,063 rights to vote to be exercised in the Ordinary Shareholders' Meeting;
(ii) no. 1,615,491 saving shares (with voting rights at meetings of that share class).
As at today's date, the Company holds no. 26,418,437 treasury shares, for which, pursuant to the law, the right to vote is suspended.
Pursuant to the law, entitlement to attend the meeting is subject to the receipt of a communication by the Company to be requested by each entitled party from their intermediary and issued by such intermediary based on the records at the end of the accounting day of the seventh open market date preceding the date set for the meeting on single call (the record date), i.e. Monday, June 9, 2025. Credit and debit entries made to the entitled party's accounts after this date are not considered and will not allow the entitled party to attend and vote at the meeting. Parties that become holders of savings shares only after the record date are not entitled to attend and vote at the meeting. The intermediaries' notices to the company shall be made in accordance with the ruling regulations.
Voting by mail or through electronic means is not allowed.
Please note that Directors and Statutory Auditors can intervene during the meeting with no need for formality.
As provided for by article of the Bylaws, Savings Shareholders entitled to the right to vote may be represented in force of a written proxy, as per the Law, with the option to sign the Proxy Form available on the Company's website www.webuildgroup.com ("Website"), in the "Governance - Shareholders' Meeting" section.
The proxy can be notified by sending it to the ordinary email address of the Company [email protected].
A preventive notification does not void the delegate's obligation, at the time of his/her accreditation, to access the Meeting's works, to certify the compliance of the notified copy to the original and the identity of the delegating savings shareholder.
No representative has been appointed as per dell'art. 135- undecies of the "UFL." [Unified Finance Law- Testo Unico Finanza].
Those parties entitled to vote may ask questions on the items on the agenda before the meeting, by the end of the third open market date preceding the date set for the meeting on single call (i.e., no later than Friday, June 13, 2025) by sending them to:
certified email: [email protected];
ordinary email: [email protected];
together with the intermediary's communication proving their capacity as Savings Shareholders.
Savings Shareholders shall provide information that makes it possible to identify them.
Questions pertaining to the items on the agenda received before the above deadline will be answered by the Company at the Meeting, at the latest.
As provided for by article 126-bis, paragraph 1, first period, of the UFL, Savings Shareholders who, even jointly, represent at least one fortieth (i.e. 2.5%) of the Company's share capital may request, no later than ten days before the publishing date of this notice (and therefore no later than Tuesday, May 27, 2025), integrations be made to the list of items to be discussed, indicating in their request the additional items they wish to propose, or submit proposals for resolutions on items already on the Agenda. The integration requests and further proposals of resolutions must be sent by email to the certified email address of the Company [email protected] (subject: "Integrazione ordine del giorno ex art. 126-bis, comma 1, primo periodo, TUF" e/o "Proposta di deliberazione ex art. 126-bis, comma 1, primo periodo, TUF") with the documents stating the entitlement to participate and with the further documents useful to identified the legitimate Shareholder.
No later than the aforesaid date, and with the same methods, the proposing Savings Shareholders must send a report on the items they wish to discuss. Integration is not admitted for items on which the participants will pass resolutions pursuant to the law, upon proposals of the directors or based on a project or a report they have drawn up.
Should the agenda be integrated or proposals of resolutions on items already on the agenda be presented, the integrated list of the items to be discussed in the meeting or the aforesaid proposals, with a prior verification of their completeness and conformity to the applicable law and the entitlement of those proposing, and, with regard to the items already on the agenda, of their relevance in relation to said agenda, will be published with the same methods as this notice, at least fifteen days before the date set for the meeting (i.e. no later than Tuesday, June 3, 2025).
Please note that those with the right to vote can, during the Meeting, individually present resolution proposals on topics pertaining to the items on the agenda.
All proposals should be formulated clearly and completely and possibly accompanied by a reasoned report.
The candidacy proposals for the Common Representative of the Savings Shareholders must, also, be accompanied by:
(i) the information allowing to identify the candidate;
(ii) a statement of acceptance of the candidacy and of the eventual appointment;
(iii) the curriculum vitae including a lot of information regarding personal and professional characteristics, including any mandates held in other Company subject to the direction and coordination of Salini Costruttori S.p.A. Registered office: Centro Direzionale Milanofiori Strada 6 - Palazzo L - 20089 Rozzano (MI) Share capital € 600.000.000,00 fully paid up Tax code and Milan, Monza Brianza and Lodi Company Registration No 00830660155


(iv) a statement saying that he/she has the requisites to be elected required by article 2417 of the Italian Civil Code, as recalled by article 147 of the UFL, and that he/she does not incur any cause of ineligibility for, or disqualification from, the appointment.
Documents about the items on the agenda provided for by law will be made available to the public within the legal terms at the Company's registered office, through the storage mechanism () and the Website in the "Governance - Shareholders' Meeting" section. Savings Shareholders may request a copy.
This notice is published today on the Website www.webuildgroup.com in the "Governance - Mandatory notices" and "Governance - Shareholders' Meeting" sections while an excerpt thereof is published in the "Corriere della Sera" daily newspaper.
On behalf of the Board of Directors The Chairperson Gian Luca Gregori
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