REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Pursuant to Art. 123-bis of Italian Legislative Decree 58/1998 (Consolidated Finance Act)

Date of approval of the Report by the Board of Directors:March 27, 2019

Issuer: WEBUILD S.p.A. Website: www.webuildgroup.com

Year to which the Report refers:2018

Management and control model: traditional

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Pursuant to Art. 123-bis of Italian Legislative Decree 58/1998 (Consolidated Finance Act) Management and control model: traditional Issuer: WEBUILD S.p.A. Website: www.webuildgroup.com

Year to which the Report refers:2020 Date of approval of the Report by the Board of Directors: March 25, 2021

GLOSSARY7
INTRODUCTION8
1.	ISSUER PROFILE 9
	2. INFORMATION ON THE OWNERSHIP STRUCTURE (ART. 123-BIS, PAR. 1, OF THE CONSOLIDATED FINANCE ACT) 10
	a) Share capital structure10
	b) Restrictions on the transfer of securities11
	c) Significant investments in share capital12
	d) Securities conferring special rights12
	e) Employee share ownership: mechanism for the exercise of voting rights12
	f) Restriction on voting rights12
	g) Shareholder agreements12
	h) Change of control clauses 13
	i) Delegated powers regarding share capital increases and authorisation for the purchase of treasury shares13
	l) Management and coordination13
	3. COMPLIANCE14
	3.1. COMPLIANCE WITH THE Corporate Governance Code 2018 CODE AND 2020 Corporate Governance Code 14
	4. BOARD OF DIRECTORS 14
	4.1 APPOINTMENT AND SUBSTITUTION 14
	4.2 COMPOSITION18
	4.3 ROLE OF THE BOARD OF DIRECTORS22
	4.4. DELEGATED BODIES24
	4.5 OTHER EXECUTIVE DIRECTORS 25
	4.6. INDEPENDENT DIRECTORS 26
	4.7. LEAD INDEPENDENT DIRECTOR 27
	5. PROCESSING OF COMPANY INFORMATION27
	6. BOARD COMMITTEES28
	7. - 8. REMUNERATION AND APPOINTMENT COMMITTEE 28
	9. DIRECTORS' REMUNERATION 30
	10. RISK, CONTROL AND SUSTAINABILITY COMMITTEE30
	11. STRATEGIC COMMITTEE33
	12. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM35
	12.1. DIRECTOR IN CHARGE OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 39
	12.2. CHIEF INTERNAL AUDITOR40
	12.3. ORGANISATION MODEL pursuant to Italian Legislative Decree 231/200141
	12.4. ANTI-CORRUPTION MODEL 42

12.5. INDEPENDENT AUDITORS42
12.6. FINANCIAL REPORTING MANAGER AND OTHER COMPANY ROLES AND FUNCTIONS43
12.7. COOPERATION BETWEEN PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM44
13. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS44
14. APPOINTMENT OF THE STATUTORY AUDITORS 45
15. COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS47
16. INVESTOR RELATIONS 49
17. SHAREHOLDERS' MEETINGS50
18. ADDITIONAL CORPORATE GOVERNANCE PRACTICES51
19. CHANGES SINCE YEAR END 52
20. THE OBSERVATIONS ON THE LETTER OF DECEMBER 22, 2020 OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE52

GLOSSARY

Agreement with CDPE or Investment Agreement: is the agreement signed on August 2, 2019 - and subsequently supplemented and amended on November 4 and December 26, 2019 - between Salini Costruttori S.p.A., ("Salini Costruttori"), CDPE Equity S.p.A., ("CDPE") and the Issuer and, limited to certain provisions, Pietro Salini, regarding, inter alia, the terms and conditions of the subscription, by CDPE and Salini Costruttori, of a portion of the share capital increase in service of the implementation of a strategic project aimed at strengthening the national large-scale works and complex infrastructure construction sector, called "Progetto Italia", as well as the implementation of certain rules of corporate governance of the Issuer that are instrumental in the implementation of Progetto Italia.

Share capital increase: the share capital increase of Webuild S.p.A. (former Salini Impregilo, in indivisible form and against payment, for a total amount (including share premium) € 600,000,000.00, excluding the option right pursuant to Art. 2441, Par. 5, of the Italian Civil Code, resolved by the Board of Directors in application of the powers conferred by the Extraordinary Shareholders' Meeting of October 4, 2019, pursuant to Art. 2443 of the Italian Civil Code, and executed on November 12, 2019.

Borsa Italiana: Borsa Italiana S.p.A.

Code of Conduct: The Corporate Governance Code for listed companies (July 2018 edition) approved by the Corporate Governance Committee and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria.

Corporate Governance Code : the Code for listed companies (January 2020 edition) approved by the Corporate Governance Committee and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria and applicable from the first financial year starting after December 31, 2020.

Civ. Code: the Italian Civil Code.

Board/Board of Directors: the Board of Directors of the Company.

Issuer/Webuild/Company: Webuild S.p.A.

Financial Year: the financial year 2020 to which the Report refers.

Group: jointly the Issuer and the companies that fall under the scope of consolidation of the latter.

Key Information: document drafted in accordance with article 122 of the TUF (Consolidated Finance Act) and article 130 of the Issuers' Regulation and published, in accordance with law, on the Company's website (www.webuildgroup.com) in the section Governance/Other documents, containing key information regarding the shareholders' agreements set forth in the Agreement with CDPE.

Progetto Italia: the industrial project, which aims to consolidate in Webuild other Italian firms and companies operating in the complex infrastructure project construction sector, to be achieved through their acquisition and subsequent integration in the company.

Consob Issuers' Regulation: the Regulation issued by Consob with Resolution no. 11971/1999 (as subsequently amended) concerning Issuers.

Consob Market Regulation: the Regulation issued by Consob with Resolution no. 20249/2017 concerning markets.

Consob Regulation on related-party transactions: the Regulation issued by Consob with Resolution no. 17221, March 12, 2010 (and subsequent amendments and supplements) concerning transactions with related parties.

Report: this report on corporate governance and ownership structure prepared pursuant to Art. 123-bis of the Consolidated Finance Act.

Remuneration Report 2021: Report on the Policy on remuneration and compensation paid, drafted pursuant to Art. 123-ter of the Consolidated Finance Act, in compliance with (i) Art. 84-quater and Annex 3A, Schedule 7-bis and 7-ter of the Consob Issuers' Regulation and made available on the Company's website (www.webuildgroup.com), section "Governance – Remuneration" and in the Section "Governance – Shareholders' Meeting" relating to the next Shareholders' Meeting called to approve the financial statements as at December 31, 2020.

Consolidated Finance Act: Italian Legislative Decree no. 58, February 24, 1998 (as subsequently amended and supplemented).

INTRODUCTION

This Report, drafted on the basis of the latest format prepared by Borsa Italiana (Eighth Edition – January 2019), aims at describing the corporate governance model adopted by Webuild, providing a brief description of the procedures adopted to implement the traditional administration and control model used by the Issuer.

The corporate governance structure adopted by the Issuer is based on recommendations made at the time by the Corporate Governance Committee as it is believed, on the one hand, that having a wellstructured system of corporate governance rules allows the Issuer to operate with the maximum efficiency and, on the other, that ensuring increasingly greater levels of transparency helps increasing investors' confidence in the Issuer.

In particular, on February 26, 2021, the Company resolved to comply with the Corporate Governance Code published in January 2020 (in force from January 1, 2021, and available to the public on the website of the Corporate Governance Committee at http://www.borsaitaliana.it/comitato-corporate.)governance/codice/codice.htm)..)

This Report has been approved by the Board of Directors on March 25, 2021 and has been published in the section "Governance - Governance System - Corporate Governance Report" of the Company's website.

1. ISSUER PROFILE

General profile

Webuild S.p.A. (previously Salini Impregilo S.p.A.¹ ) is an issuer with shares listed on the Mercato Telematico Azionario [Electronic Stock Exchange] organised and managed by Borsa Italiana. The Company is subject to the management and coordination of Salini Costruttori, pursuant to Art. 2497 et seq. of the Italian Civil Code

The Company is not included in the definition of SME (Small and Medium Enterprises) pursuant to Art. 1, Par. 1, letter w-quater 1) of Consolidated Finance Act and Art. 2-ter of the Consob Issuers' Regulation.

Operating in 50 Countries with 70,000 employees (direct and indirect) of more than 100 different nationalities and an order book totalling € 41.7 billion, the Webuild Group is a major global player in building large-scale complex infrastructures for sustainable mobility, clean hydro energy, clean water, green buildings, supporting its customs in attaining the Sustainable Development Goals - SDG.

Recognised for five years by the specialised US magazine Engineering News - Record (ENR) as the leading Group in the world in the construction of infrastructures in the water sector (dams, hydraulic projects and wastewater disposal, purification and desalination plants), on the list of the Top 250 International Contractors, from 2018 it is one of the Top 10 of the environment sector, and it is also a leader in the sustainable mobility sector (in particular, metros and railways plus roads and bridges).

Progetto Italia

In November 2020 the Webuild Group completed the acquisition of the majority of the share capital of Astaldi S.p.A. ("Astaldi"), through the subscription of a share capital increase of Astaldi in cash amounting to € 225 million, reserved to Webuild, concluding the most significant acquisition planned as part of Progetto Italia.

Webuild financed the transaction with available liquidity coming from the Share Capital Increase fully subscribed and paid-up in November 2019 by Salini Costruttori, CDP Equity, Banco BPM, Intesa Sanpaolo, UniCredit and other institutional investors.

For more information on the acquisition in question, please refer to the "Information Document drafted in accordance with Art. 71, Par. 1, and in compliance with Annex 3B, Schedule no. 3 of the Regulation adopted by CONSOB by means of resolution no. 11971, May 14, 1999, as subsequently amended", available on the Company's website (www.webuildgroup.com) in the section "Governance/Other documents".

On March 19 and 20, 2021, the Board of Directors of, respectively, Webuild and Astaldi approved the proportional partial demerger - and the corresponding project - from Astaldi in favour of Webuild and resolved to convene an Extraordinary Shareholders' meeting to pass the corresponding resolutions for April 30, 2021, for Webuild, and for April 29, 2021, for Astaldi. The project provides for the allocation to Webuild of assets destined to business continuity, while Astaldi will retain the ownership of the activities and of the assets and liabilities directed to the destined equity constituted by Astaldi within the context of the preliminary agreement procedure.

For more information on the demerger transaction in question, please refer to the Directors' Report at point 1 of the Extraordinary Shareholders' Meeting as well as the demerger proposal and annexed documentation, published, within the terms prescribed by the current regulations, on the company's website, (www.webuildgroup.com), in the "Governance - Shareholders' Meeting" section, in relation to the next Shareholders' Meeting of April 30, 2021.

¹ In accordance with the provisions of the Agreement with CDPE and within the context of Progetto Italia, the extraordinary shareholders' meeting, on May 4, 2020 resolved to change the business name of the Issuer from Salini Impregilo S.p.A. to Webuild S.p.A. (see the minutes of the extraordinary shareholders' meeting on that date, published on the website www.webuildgroup.com, in the section Governance – Shareholders' Meetings - Shareholders' Meeting of May 4, 2020)

Corporate ethics and social responsibility

The management of the Company and the entire Group are committed to operating in accordance with environmental, ethical and professional principles, which comply with the highest international criteria for governance and citizenship.

The Company has adopted a Code of Ethics and a² Suppliers' Code of Conduct, which contain the general principles and values that inspire the Issuer's and Group's activities, both internally and with third parties, thus representing a tool designed to safeguard, guarantee and protect the Group's assets and reputation.

The Company also adopted an Anti-Corruption Model³ , an additional and important tool for implementing the Company's Internal Control and Risk Management System, which aims to strengthen pre-existing prevention protocols and at expressly stating the need to abide by applicable international regulations, especially the FCPA-Foreign Corrupt Practices Act and the UKBA-UK Bribery Act.

The Issuer also attributes significant importance to Corporate Social Responsibility⁴ . In particular, the Company adheres to the United Nations Global Compact, the global initiative aimed at promoting a sustainable global economy by respecting human and labour rights, environmental protection and anticorruption.

Taken as a whole, the Governance System of Webuild – based on the traditional administration model and in line with the international best practice standards – represents a fundamental tool to guarantee efficient management of the Group and, at the same time, a tool for effectively controlling all business activities, consistently with the goals of creating value for the shareholders and of protecting the interests of all stakeholders.

2. INFORMATION ON THE OWNERSHIP STRUCTURE (ART. 123-BIS, PAR. 1, OF THE CONSOLIDATED FINANCE ACT)

a) Share capital structure

The structure of the share capital of Webuild, € 600,000,000.00 fully subscribed and paid-up following the execution of the Share Capital Increase, is shown in the following table:

SHARE CAPITAL STRUCTURE AT THE DATE OF THIS REPORT
	No. of shares	% of capital	Listing Market	Rights and Obligations
Ordinary shares	892,172,691	99.82	MTA (electronic stock exchange)	Voting right in Ordinary and Extraordinary Shareholders' Meetings of the Company. Other rights provided by the applicable legal provisions and those of the Company's Bylaws5
Multiple voting shares	0	0		-
Shares with a limited voting right	0	0		-
Savings shares	1,615,491	0.18	MTA (electronic stock exchange)1	Voting right in special shareholders' meetings of the sector. Other rights provided by the applicable legal provisions and those of the Company's Bylaws (articles 8 and 34).
Total	893,788,182	100.00	MTA (electronic stock exchange)1

² The Company's Code of Ethics and Suppliers' Code of Conduct are published on the Company's website www.webuildgroup.com in the sections "Governance – Internal Control and Risk Management System - Code of Ethics" and "Sustainability-Organisation", respectively.

³ The latest version of the Anti-Corruption Model, updated in 2020, is published on the Company website www.webuildgroup.com in the "Governance – Internal Control and Risk Management - Anti-Corruption System" section.

⁴ The consolidated non-financial statement of Webuild, drawn up in accordance with Italian Legislative Decree 254/2016 and GRI Sustainability Reporting Standards (which include the actions and systems implemented to integrate the ten ethical principles of the Global Compact in corporate strategy and in the Company's daily activities), is published in the Annual Financial Report.

⁵ The Company's Bylaws can be viewed on the website www.webuildgroup.com in the "Governance – Governance System" section.

The Company's shares have no nominal value⁶ , are indivisible, registered and issued, in dematerialised form, in the centralised management system of Monte Titoli S.p.A.

At the date of this Report, there are no other classes of shares, and the Company has not issued other financial instruments that give the right to subscribe newly issued shares.

In the context of the proportional partial demerger of Astaldi in favour of Webuild, which will be submitted to the approval of the above mentioned Shareholders' Meeting of April 30, 2021, Webuild shall issue two separate types of warrants, to replace respectively: (i) some "antidilutive warrants" which are currently destined to Webuild and intended to ensure there is no change in the interest of the latter in Astaldi if the Astaldi shares are subscribed by unsecured creditors of the latter; and (ii) some "financing warrants", issued by Astaldi in execution of the arrangement with creditors and destined to financial institutes that have made new resources available in the course of the creditors proceedings, in order to ensure for these institutes the option to subscribe an interest in Astaldi share capital. More precisely, the new "andilutive warrants" will be assigned to Webuild shareholders in proportion to the interest held by the same in Webuild at the date of effectiveness of the demerger and therefore, in case of issue of new Webuild shares in favour of further unsecured creditors in the context of the arrangement with creditors, so that there is no variation in the Webuild share capital interest of the respective assignees; the new "financing warrants", on the other hand, will be assigned to the holders of Astaldi financing warrants and will allow them to subscribe a number of Webuild ordinary shares determined by taking into account the exchange ratio identified in the demerger proposal.

For more details, please refer to the Directors' Report at point 1 of the Extraordinary Shareholders' Meeting of April 30, 2021, as well as the demerger proposal and annexed documentation, published, within the terms prescribed by the current regulations, on the company's website, (www.webuildgroup.com), in the "Governance - Shareholders' Meeting" section, in relation to the above mentioned Shareholders' Meeting.

The Issuer has a stock-based Incentive Plan in the form of Performance Shares which may involve increases, including free, in the share capital (see Art. 7 of the Bylaws, which provides for the right of the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, to increase share capital to service the remuneration plans based on financial instruments in accordance with Art. 114-bis of the Consolidated Finance Act).

For more details, please refer to the Remuneration Report 2021 published, in accordance with the terms set out in the applicable regulations, on the company website (www.webuildgroup.com) in the section "Governance – Remuneration" , and in the section "Governance – Shareholders' Meeting" in relation to the next shareholders' meeting of April 30, 2021, as well as the Information Document drafted in accordance with Art. 84-bis of the Issuers' Regulation, published on the aforementioned company website in the section "Governance – Shareholders' Meeting", as an annex to the fourth item on the agenda of the Ordinary Shareholders' Meeting of May 4, 2020.

b) Restrictions on the transfer of securities

There are no statutory restrictions on the transfer of shares, limits on the number of shares held, nor is provision made for the approval of corporate bodies or shareholders for admitting Shareholders to the shareholding structure.

⁶ The nominal value of the ordinary shares and savings shares was eliminated in the extraordinary Shareholders' Meeting on October 12, 2004.

c) Significant investments in share capital

Shareholders with investments exceeding 3% of the Issuer's ordinary share capital are, at the date of this Report:

SIGNIFICANT INVESTMENTS IN THE SHARE CAPITAL AT THE DATE OF THIS REPORT
Declarant	Direct shareholder	No. of shares	% of ordinary share capital	% of voting ordinary share capital *
Simonpietro Salini	Salini Costruttori S.p.A.	401,394,591	44.991%	45.057%
	Simonpietro Salini	2,200,000 0.246%		0.247%
Cassa Depositi e Prestiti S.p.A.	CDP Equity S.p.A.	166,666,666	18.681%	18.708%
Intesa San Paolo S.p.A.	Intesa San Paolo S.p.A.	47,067,400 **	5.276%	5.283%
Unicredit S.p.A.	Unicredit S.p.A.	47,000,000	5.268%	5.275%
	Unicredit Bank AG	976,218 ***	0.109%	0.109%

* excluding 1,330,845 ordinary treasury shares

** of which 47,000,000 shares owned and 67,400 shares held in the form of a pledge

*** of which 218 shares owned and 976,000 shares held as borrower

d) Securities conferring special rights

The Company has not issued any securities that give special control rights.

e) Employee share ownership: mechanism for the exercise of voting rights

At the date of this Report, there are no systems for employee share ownership envisaging specific mechanisms for the exercise of voting rights, where not directly exercised by the employees themselves.

f) Restriction on voting rights

With reference to the shares constituting the ordinary share capital of the Company, the Bylaws do not include provisions that determine restrictions on voting rights, terms imposed for exercising voting rights, nor systems where with the cooperation of the Company, the financial rights linked to the shares are separated from shareholding.

Pursuant to Art. 8 of the Bylaws, savings shares do not entitle voting rights at the ordinary shareholders' meetings.

g) Shareholder agreements

The Issuer is aware of the shareholders' agreements deriving from the Agreement with CDPE.

Certain terms and conditions of this Agreement with CDPE become relevant with reference to the Issuer, pursuant to Art. 122, paragraphs 1 and 5, letters a) and b) of the Consolidated Finance Act. These regard, in particular: (i) voting commitments of Salini Costruttori within the context of the Share capital increase, (ii) certain commitments relating to the new rules of corporate governance of the Issuer, including therein the voting obligations of Salini Costruttori and CDPE for the purposes of the appointment of the corporate bodies of the Issuer (with regard to this profile, see subsequent Section 4.1) and, more generally speaking, in order to effectively execute the provisions of the Agreement with CDPE

By contrast, all lock-up commitments assumed for the six months after November 12, 2019 (date of execution of the Share Capital Increase), as part of the Agreement with CDPE and the agreements in preparation for the execution of the Share Capital Increase subscribed by Banco BPM S.p.A.. Intesa Sanpaolo S.p.A. and UniCredit S.p.A., have expired.

For more information in relation to the contents of the shareholders' agreements, please refer to the Key Information available for consultation on the Company's website (www.webuildgroup.com) in the section "Governance/Other documents".

h) Change of control clauses

The Issuer and its subsidiaries, in pursuing their own strategic goals, have entered into some agreements of a financial nature or contracts, which are amended or terminated in the event of a change of shareholders controlling the Issuer. In particular, some of the loan agreements and the bond regulations contain restrictions on the change of control of the Issuer (change of control clauses), which confer to the lenders or bondholders the right to request the early payment of the sums provided or, in the case of bonds, the right to exercise, vis-à-vis the Issuer, an option on the retrocession of the financial instrument (so-called "put").

An accurate description of the clauses of the loan agreements and contracts, which do not need to be disclosed pursuant to other legal provisions, may be seriously prejudicial to the Company and its subsidiaries.

The regulations of Webuild's bonds known, respectively, as "EUR 600,000,000 3.75 per cent. Notes due 24 June 2021", "EUR 500,000,000 1,750 per cent. Notes due 26 October 2024", "EUR 250,000,000 3.625 per cent. Notes due 28 January 2027", "€550,000,000 5,875 per cent. Notes due 15 December 2025" and "€200,000,000 5.875 per cent. Notes due 15 December 2025" are available for consultation in English on the Company's website (www.webuildgroup.com) in the section "Investor Relations/Debt and Rating/Bond Issues" and on the website of the Irish Stock Exchange (www.ise.ie), in the section "Debt" in the relevant listing statements.

Webuild's Bylaws do not depart from the measures regarding the passivity rule pursuant to Art. 104, paragraphs 1 and 1-bis of the Consolidated Finance Act (Consolidated Finance Act), nor do they provide for application of the breakthrough rules envisaged by Art. 104-bis, paragraphs 2 and 3, of the Consolidated Finance Act.

i) Delegated powers regarding share capital increases and authorisation for the purchase of treasury shares

Article 7 of the Company's Bylaws provides the Board of Directors with the power, pursuant to Art. 2443 of the Italian Civil Code, by May 3rd, 2025 and for a maximum nominal amount of € 20,000,000.00 (twenty million), to increase share capital to service the remuneration plans based on financial instruments in accordance with Art. 114-bis, Par. 1 of the Consolidated Finance Act.

In the context of the partial proportional demerger transaction from Astaldi in favour of Webuild, which will be submitted to the approval of the aforementioned Shareholders' Meeting of April 30, 2021, the release of derogations is envisaged to the Board of Directors for the increase in the share capital according to the procedures and terms indicated in the Directors' Report at point 1 of the Extraordinary Shareholders' Meeting of April 30, 2021, as well as in the demerger proposal and annexed documentation, published, in the terms required by the current regulations, on the Company's website, (www.webuildgroup.com), in the section "Governance - Shareholders' Meeting", in relation to the aforementioned Shareholders' Meeting of April 30, 2021.

At the date of this Report, Webuild owns 1,330,845 treasury shares, equal to 0.149% of the ordinary share capital and to 0.148% of the total share capital (including savings shares).

Currently there are no authorisations in place for the purchase of treasury shares.

On March 19, 2021, the Company's Board of Directors resolved to submit for the approval of the next Shareholders' Meeting of April 30, 2021, a proposal for the authorisation to carry out purchase and disposal transactions of the Company's ordinary treasury shares.

For further details, please refer to the Directors' Report, prepared pursuant to art. 73 of Consob Regulation no. 11971/99, published, within the terms prescribed by the current regulations, on the Company's website (www.webuildgroup.com) in the "Governance - Shareholders' Meeting" section, in relation to the next Shareholders' Meeting of April 30, 2021.

l) Management and coordination

The Company is subject to the management and coordination, pursuant to articles 2497 et seq. Italian Civil Code by Salini Costruttori.

The information required by Art. 123-bis, Par. 1, letter i) of the Consolidated Finance Act ("agreements between companies and their directors ... that provide for compensation in the case of their resignation or

dismissal without just cause or if their relationship is discontinued following a takeover bid") is set out in the Remuneration Report 2021 published in accordance with Art. 123-ter of the Consolidated Finance Act, according to the terms provided for by the applicable legislation (www.webuildgroup.com, section "Governance/Shareholders' Meeting").

The information required by Art. 123-bis. 1.l) of the Consolidated Finance Act ("the rules applicable to the appointment and replacement of directors, and changes to the Bylaws, if different to those provided for by law and regulations applicable on a substitute basis") is disclosed in the section on the Board of Directors in this report (section 4.1).

3. COMPLIANCE

3.1. COMPLIANCE WITH THE Corporate Governance Code 2018 CODE AND 2020 Corporate Governance Code

In 2020, the Company applied the provisions of the Corporate Governance Code 2018 publicly accessible on the website of the Corporate Governance Committee at http://www.borsaitaliana.it/comitatocorporate-governance/codice /codice.htm.

On February 26, 2021, the Board of Directors therefore resolved the compliance of the Company to the 2020 Corporate Governance Code and took, on March 12, 2021, some preliminary decisions necessary to such adjustment.

In particular, in order to adapt to Recommendation 7 of the 2020 Corporate Governance Code, the Board of Directors on March 12, 2021, approved the significance criteria and thresholds for the evaluation of the independence of its directors, as described in Par. 4.6 below, as well as updated the regulations of the Board of Directors, of the Control, Risks and Sustainability Committee, the Remuneration and Appointment Committee to align their provisions to those of the new 2020 Corporate Governance Code. In particular, in the Board of Directors' Regulation, the professionalism requirements and the attributions of the Secretary of the Board of Directors were detailed, in line with Recommendation 18 of the Code.

Further determinations will be adopted in 2021. A disclosure of these will be provided to the market in the Corporate Governance Report, which will be published in 2022.

Later in this Report, the provisions of the 2020 Corporate Governance Code which the Company has already complied with are gradually mentioned.

At the date of this Report, Lane Industries Incorporated is the only subsidiary with strategic relevance for the Company.

The Company and Lane Industries Incorporated are not subject to Italian legal provisions that influence the Issuer's corporate governance structure.

4. BOARD OF DIRECTORS

4.1 APPOINTMENT AND SUBSTITUTION

Appointment of the Board of Directors

Pursuant to Art. 20) of the Bylaws of Webuild, the Company is administered by a Board of Directors composed of fifteen members.

As regards the composition of the list for the appointment of the Board of Directors, specific agreements are in place between the majority shareholder Salini Costruttori and CDPE, as reported in the Key Information published on the Company's website⁷ .

⁷ In particular, the Agreement with CDPE requires, for the purposes of election of the Board of Directors, CDPE and Salini Costruttori to present a single joint list, to be submitted, pursuant to law, no later than the agreed term of 31 (thirty-one) calendar days before the date of the shareholders' meeting on first or single call. The list must be composed of 15 members (indicated according to a progressive order numbered 1 to 15), of which (x) the first 5 members in the progressive order indicated by CDPE with the numbers from 1 to 5 (inserted in the list according to the exact order indicated by CDPE), with the first candidate assuming the office of Chairman, (y) the next 9 members indicated by Salini Costruttori with the numbers from 6 to 14 (and will be inserted in the list according to the exact order indicated by Salini Costruttori), while (z) the 15th (and last) member will be indicated by Salini Costruttori with the number 15. CDPE and Salini Costruttori will vote, with all their shares, on the Joint List presented by them. The appointment rights indicated above and all the rights of governance pursuant to the Investment Agreement will rest with CDPE until

Directors cannot be appointed for a period exceeding three years, which expires on the date of the Shareholders' Meeting called to approve the financial statements of the last year of their term of office, and may be re-elected.

The Shareholders' Meeting, prior to the appointment, shall determine the term of office of Directors within the above limits.

Taking (and remaining in) office as a Director is subject to meeting the requirements set by the legislation and regulations in force at the time of appointment.

Directors are elected using lists submitted by the shareholders and/or the outgoing Board of Directors in which the candidates are listed in numeric sequence, as specified below, in compliance with applicable legislation on gender equality and minimum number of directors possessing the independence requirements prescribed by law and by the company's Bylaws, according to the number of members of the Board of Directors.

The lists shall expressly indicate candidates who meet such independence requirements.

The lists shall be deposited, as detailed in the notice calling the meeting, at the Company's registered office at least twenty-five days before the date of the first call of the Shareholders' Meeting.

Shareholders, shareholders forming part of significant shareholder agreements as per Art. 122 of the Consolidated Finance Act, its parent company, subsidiaries and jointly controlled entities pursuant to Art. 93 of the Consolidated Finance Act, cannot submit or participate in the submission of more than one list, either directly or through a third party or a nominee, nor can they vote for more than one list, either directly or through a third party or a nominee. Acceptances or votes breaching such prohibition shall not be assigned to any list.

Lists may be filed only by Shareholders who, alone or together with other Shareholders, hold shares representing a total of at least 2% of the share capital with the right to vote at Ordinary Shareholders' Meetings, or a lower percentage that may be required pursuant to mandatory legal or regulatory provisions.

By Managerial Decision no. 44 of January 29, 2021, Consob established a minimum percentage of participation (1%) required for the presentation of lists for the election of the directors and statutory auditors of Webuild, pursuant to Art. 144-quarter of the Consob Issuers' Regulation.

With each list, and within the timeframe described earlier, shareholders must deposit: (i) statements whereby each candidate accepts his/her candidature and states, under his/her own responsibility, the non-existence of any reasons for ineligibility or incompatibility and the existence of the requirements for the relevant offices and any suitability to qualify as independent; (ii) a CV containing the professional and personal profile of each candidate and indication of any offices held as director or statutory auditor in other companies; and (iii) any other information which, required by the legal or regulatory provisions that apply from time to time, will be indicated in the notice calling the shareholders' meeting.

A certificate issued by a legally-authorised intermediary must also be filed, within the time limit established in the rules governing the publication of lists by the Company, showing ownership of the number of shares necessary to submit lists at the date of filing of the list with the Company.

Pursuant to Art. 20 of the Bylaws, the lists containing a number of candidates equal to or greater than three must consist of candidates belonging to both genders, to ensure that the composition of the Board of Directors conforms to the provisions currently in force regarding gender balance.⁸

Lists submitted that do not meet the above requirements will be treated as if they had not been submitted.

The procedure for the election of the Board of Directors is described below:

the earlier between: (i) the date on which CDPE holds an equity investment of less than 10% of the share capital of Webuild, and (ii) the date of completion of Progetto Italia. For more details, please see the Key Information.

Pursuant to Art. 1, Par. 304 of Italian Law 160 of December 27, 2019, as from the first renewal of the Issuer's board of directors, the new allocation criterion with regard to gender quotas pursuant to Art. 147-ter Par. 1-ter of the Consolidated Finance Act and Art. 1, Par. 302 of the Italian law of December 27, 2019 will be applied, which stipulates that "The least represented gender must obtain at least two fifths of the elected directors"⁸

A) if at least one list obtains a number of votes representing at least 29% of the Company share capital entitled to vote at the Ordinary Shareholders' Meeting:
- a) all directors to be appointed, except one, are taken from the list that obtained the highest number of votes, in the progressive order in which they appear in said list;
- b) the remaining Director is taken from the minority list that obtained the highest number of votes who is not connected, in any way, even indirectly, with those who submitted or voted the list that obtained the highest number of votes.

If the first two lists obtain the same number of votes, from each of said lists, in the order in which they were included in the list itself, an equal number of Directors minus one shall be taken and the remaining Director shall be taken from the list which, in terms of number of votes, came third and is not connected in any way, not even indirectly, with those who submitted or voted the lists that obtained the highest number of votes.

If only two lists have been submitted and these have received the same number of votes, the remaining Director will coincide with the oldest candidate among those not already taken form such lists.

B) If none of the lists receives votes equal to at least 29% of the share capital with voting rights at ordinary shareholders' meetings, Directors are taken from all the lists submitted as follows: the votes received by the lists will be divided successively by progressive whole numbers from one to the number of Directors to be elected. The resulting scores shall be assigned to the candidates of each list in consecutive order using the order in which they are included in the lists. The candidates are then included in a single decreasing order list, based on the scores given to each one. Those with the highest score are elected. If more than one candidate has the same score, the one from the list that has not had any director elected from it or has had the smallest number of directors elected is taken.

For the purpose of the allocation of the Directors to be elected, lists that do not obtain a vote percentage equal to at least half that set by the Bylaws for the submission of lists shall not be considered.

If, with the candidates elected in the manner described above, the necessary number of Directors belonging to the less represented gender or the minimum number of directors meeting the independence requirements established by law is not ensured, depending on the number of members of the Board of Directors compliant with the regulations in force at any time, the candidate elected last in sequential order in the list receiving the highest number of votes shall be replaced by the first candidate, as appropriate, of the less represented gender and/or meeting the independence requirements provided for by law, not elected from the same list according to the sequential order.

This replacement procedure shall be continued until the composition of the Board of Directors complies with applicable legislation.

If this procedure does not produce this result, substitution shall take place on the basis of a resolution adopted by a relative majority of the Shareholders' Meeting, after candidates with the necessary requirements are placed in nomination.

Should no list be filed or accepted, the Shareholders' Meeting shall adopt resolutions with the majorities required by law, without complying with the above-mentioned procedure, in order to ensure in any case the presence of the necessary number of Directors who meet the independence requirements prescribed by law, and compliance with the applicable legislation on gender equality.

The list voting procedure is only used when an entire Board of Directors is being appointed.

Effective from the expiry of the 36th month after November 12, 2019 (date of execution of the share capital increase), or, if before, from the date on which the Board of Directors resolves, pursuant to Art. 24) of the Bylaws, the assessment of the full completion of Progetto Italia, the list ranked first in terms of the number of votes, will elect 2/3 of the directors and the list that comes second in terms of the number of votes will elect 1/3 of the directors, provided that the latter list obtains at least 10% of votes.

Pursuant to Art. 21) of the Bylaws, the Chairman of the Board of Directors is the first of the Directors drawn from the list that obtained the highest number of votes. The Board of Directors can elect, from among its members, one or two Deputy Chairmen who will replace the Chairman in the event of his absence or impediment.

Concerning the composition of the Board of Directors, in particular referring to the representation of the minorities of shareholders and the number and characteristics of the Directors, the Issuer is not subject to further rules in addition to the provisions of the Consolidated Finance Act.

The Board of Directors, during its renewal, can also express its opinion on managerial figures (not only professional ones), whose presence is deemed adequate, pursuant to Application Criterion 1.C.1. letter h) of the Corporate Governance Code 2018 (and Recommendation 23 of the 2020 Corporate Governance Code). Should the Board of Directors itself present a list for its own renewal, it shall involve the Remuneration and Appointment Committee, pursuant to the Comment of Art. 5 of the Corporate Governance Code 2018 (and Recommendation 19, letter d) of the 2020 Corporate Governance Code).

Replacement of Directors.

Pursuant to Art. 20 of the By-laws, if, during the year, one or more directors leave, as long as the majority is always composed of Directors appointed by the Shareholders' Meeting, the Board of Directors will replace them pursuant to Art. 2386 of the Italian Civil Code. Civil Code. In any case, directors who leave office are replaced by the Board of Directors by ensuring (i) the presence of the necessary number of Directors with the independence requirements established by law and (ii) compliance with the currently applicable legislation on gender equality⁹ .

If the majority of Directors appointed by the Shareholders' Meeting cease to be in office, the remaining Directors shall be deemed to be no longer in office, effective as of the date when the Board of Directors is reconstituted through election by the Shareholders' Meeting.

Non-competition clause pursuant to Art. 2390 of the Italian Civil Code

Article 20) of the Bylaws provides that, unless otherwise resolved by the Shareholders' Meeting, Directors are not subject to the non-competition clause pursuant to Art. 2390 of the Italian Civil Code

During the financial year and to the present date, there were no critical issues or needs of an organisational nature that called for the need to ask the Shareholders' Meeting to make exemptions from the non-competition clause.

Remuneration of the Board of Directors.

Under Art. 20) of the Bylaws, the Shareholders' Meeting shall determine the remuneration of the Board of Directors and may determine the procedures for its distribution among directors, should the remuneration be determined for the entire Board.

Board members are entitled to reimbursement of expenses incurred by reason of their office.

The remuneration of directors with special duties is determined by the Board of Directors, upon proposal from the Remuneration and Appointment Committee and positive opinion of the Board of Statutory Auditors.

For further information regarding the remuneration of the Board of Directors, please refer to the Remuneration Report, published in the terms provided for by the law in force.

SUCCESSION PLANS

With respect to Application Criterion 5.C.2 of the Corporate Governance Code 2018 (and Recommendation 19, letter e) of the 2020 Corporate Governance Code), the Board of Directors approved a Succession Plan for the Executive Director (the "Plan") defined, also on the basis of the relevant proposals made by the Remuneration and Appointment Committee. The sole Issuer's Executive Director is the Chief Executive Officer, as set out in the following Par. 4.5.

The current Plan - which has been approved by the Board of Directors on March 19, 2014 following a previous preliminary assessment made by the Remuneration and Appointment Committee - envisages the applicable procedures to guarantee continuity of the corporate management in any case where the CEO leaves office before his/her mandate has reached its normal expiry, also by taking every necessary decision for the immediate situation, attributing the appropriate proxies and powers to the Chairman of the Board of Directors. The Plan assigns the task of appointing the CEO's successor to the Chairman of the Board of Directors. The Chairman, after consultation with the Remuneration and Appointment Committee, will also be required to prepare a proposal for the Board of Directors.

⁹ The Agreement with CDPE sets forth that, if a director designated by Salini Costruttori or CDPE resigns or leaves office for any other reason, the party that had appointed the outgoing director will have the right to designate the new director in order to preserve the composition of the Board pursuant to the Investment Agreement and Salini Costruttori and CDPE will exercise their rights and, in general, each for matters within their own competence, will ensure the nomination of the natural person indicated by the party who had appointed the outgoing director.

4.2 COMPOSITION

The Webuild Shareholders' Meeting held on April 30, 2018, appointed the current Board of Directors for three years and, therefore, until the date of approval of the financial statements at December 31, 2020, based on the applications submitted by means of the following 3 lists.

April 30, 2018)
Shareholder no. shares - list submission submitting the list % of ord. share cap.			Candidates of the list	% vote (of the voting capital)
		1.	Pietro Salini*
		2.	Marina Brogi*
		3.	Giuseppina Capaldo*
		4.	Mario Giuseppe Cattaneo*
		5.	Roberto Cera*
		6.	Alberto Giovannini*
	329,643,649 66.977%	7.	Nicola Greco*	92.32%
Salini Costruttori		8.	Maria Raffaella Leone*
		9.	Geert Linnebank*
			10. Giacomo Marazzi*
			11. Franco Passacantando*
			12. Laudomia Pucci*
			13. Alessandro Salini*
			14. Grazia Volo*
Law Firm Trevisan	8,289,833	1.	Ferdinando Parente *
& Associati 10	1.684%	2.	Fabiola Mascardi	5.90%
	5,014,426	1.	Giuseppe Santoro
Inarcassa	1.019%	2.	Franco Fietta	1.716%

Subsequently, the following events occurred (i) on April 24, 2019, the death of the Chairman of the Board of Directors Alberto Giovannini; (ii) on December 2, 2019, in implementation of the Investment Agreement, the relinquishment of office by the Directors Marina Brogi, Maria Raffaella Leone, Geert Linnebank and Giacomo Marazzi, effective from the date of co-optation of the new Directors; (iii) on December 6, 2019, the appointment by co-optation, pursuant to Art. 2386 of the Italian Civil Code and Art. 20) of the Company Bylaws, of the Directors Donato Iacovone (with Chairman functions), Francesca Balzani, Pierpaolo Di Stefano, Giuseppe Marazzita and Marina Natale, and the subsequent shareholders' meeting approval of said nominations on May 4, 2020.

Since the end of the financial year, no further change has been made to the Board of Directors, which is currently composed of:

Donato Iacovone	Chairman	Independent	Non-Executive
Pietro Salini	CEO	Non-Independent	Executive
Nicola Greco	Deputy Chairman	Independent	Non-Executive
Francesca Balzani	Director	Independent	Non-Executive
Giuseppina Capaldo	Director	Independent	Non-Executive
Mario Giuseppe Cattaneo	Director	Independent	Non-Executive
Roberto Cera	Director	Non-Independent	Non-Executive
Pierpaolo Di Stefano	Director	Non-Independent	Non-Executive
Giuseppe Marazzita	Director	Independent	Non-Executive

¹⁰ For the Shareholders: (1) Aletti Gestielle SGR S.p.A managing the funds: Gestielle Cedola Italy Opportunity, Gestielle Obiettivo Italia, Gestielle Obiettivo Europa, Gestielle Absolute Return and Gestielle Cedola Multitarget 2; (2) Amundi SGR S.p.A. managing the fund Amundi Risparmio Italia; (3) Arca Fondi S.G.R. S.p.A. managing the funds: Arca Economia Reale Bilanciato Italia 30 and Fondo Arca Azioni Italia; (4) Eurizon Capital SGR S.p.A. managing the funds: Eurizon Progetto Italia 20, Eurizon Pir Italia 30, Eurizon Progetto Italia 70, Eurizon Azioni Pmi Italia, Eurizon Pir Italia Azioni and Eurizon Progetto Italia 40; (5) Eurizon Capital S.A. managing the fund Eurizon Fund ‐ Equity Small Mid Cap Italy: Eurizon Investment Sicav ‐ PB Equity Eur; (6) Fideuram Asset Management (Ireland) managing the funds: Fideuram Fund Equity Italy and Fonditalia Equity Italy: (7) Fideuram Investimenti SGR S.p.A. managing the funds: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50 and Piano Bilanciato Italia 30; (8) Interfund Equity Italy ‐ Interfund Sicav; (9) Generali Investments Luxembourg managing the funds: Gsmart Pir Evoluz Italia and Generali Investments Luxembourg ‐ Gsmart Pir Valore Italia; (10) Mediolanum Gestione Fondi SGR S.p.A. manging the fund Mediolanum Flessibile Sviluppo Italia; (11) Ubi Pramerica SGR S.p.A. managing the funds: Ubi Pramerica Mito25 and Mito 50.

Marina Natale	Director	Independent	Non-Executive
Ferdinando Parente	Director	Independent	Non-Executive
Franco Passacantando	Director	Independent	Non-Executive
Laudomia Pucci	Director	Independent	Non-Executive
Alessandro Salini	Director	Non-Independent	Non-Executive
Grazia Volo	Director	Non-Independent	Non-Executive

Further information concerning the composition of the Board of Directors at the end of financial year is provided in Table 1, which is attached to this Report. As regards the professional profile of the Directors in office, please refer to the Company's website (www.webuildgroup.com) "Governance – Board of Directors and Committees" section.

In light of the expiry of the Board of Directors with approval of the financial statements as at December 31, 2020, the Shareholders' Meeting of April 30, 2021 will be called to appoint a new Board of Directors, with the simultaneous determination of the duration of office and the associated compensation. For more details on this point, please refer to the Report of the Board of Directors as well as the "Guidelines to the Board of Directors of Webuild S.p.A. on the composition of the new Board of Directors", drafted in accordance with Recommendation 23 of the 2020 Corporate Governance Code, published on the company website (www.webuildgroup.com), in the "Governance – Shareholders' Meeting" section, as part of the documentation relating to said Shareholders' Meeting.

* * * * *

DIVERSITY POLICIES IN THE COMPOSITION OF THE BOARD OF DIRECTORS

Pursuant to Principle 2.P.4 of the Code of Conduct (currently, Principle VII of the Corporate Governance Code), the Company applies diversity criteria, including gender-based, for the composition of the administration body, in respect of the priority objective of ensuring adequate competence and professionalism of its members.

The Board of Directors of Webuild on March 15, 2018, also in light of the explanation given by the Assonime Circular no. 5 of February 16, 2018, has reserved the authority on Diversity Policies matters in the composition of the Board of Directors (pursuant to Art. 10 of Italian Legislative Decree 254/2016 and Art. 123-bis, Par. 2, letter d-bis of the Consolidated Finance Act), without prejudice to the preliminary investigation functions of the Remuneration and Appointment Committee and having consulted the Independent Directors.

The tools used by the Board of Directors to define the aforementioned policies are:

(i) the legislative and regulatory framework in force
(ii) the annual Board Evaluation (to be able to grasp the Directors' stance, with particular regard to the Independent Directors, in relation to matters of gender diversity, age and educational and professional background);

(iii) the Board of Directors' position on Shareholders, prepared at the time of the renewal of their offices. The objectives of the Diversity Policies are represented by the increased effectiveness of the operation of the management body, considering the unique characteristics of the Group's business.

The main information on Webuild's Diversity Policies is provided below.

Gender diversity

The current provisions on gender quotas, pursuant to Art. 147-ter, Par. 1-ter of the Consolidated Finance Act and Art. 1, Par. 302, of Italian Law of December 27, 2019, require the less represented gender to account for at least two fifths of the directors elected. The current provisions of the Company's Bylaws (articles 20 and 30) are in line with said regulation.

The result is that, at the time of the next renewal of the Board of Directors of Webuild S.p.A., which will be completed at the shareholders' meeting called to approve the financial statements as at December 31, 2020, the shareholders will be required to take account of said provision in order to guarantee a composition of the board that ensures 6 of the total members come from the less represented gender. The current composition of Webuild's Board of Directors, as shown below, complies with the previously effective legal provisions governing gender quotas (Italian Law 120/2011¹¹) and Application Criterion

¹¹ Italian Law 120/2011 requires the less represented gender to make up, on the first renewal of the Board, starting from August 12, 2012 (date on which the aforesaid law entered into force), at least one fifth of the elected Directors and at least one third in the following two mandates.

2.C.3. of the Corporate Governance Code 2018, pursuant to which "At least one third of the board of directors is composed of directors from the less represented gender".

GENDER DIVERSITY IN THE CURRENT BOARD OF DIRECTORS
	Male Gender	Female Gender
no. Directors	10	5
%	67%	33%

In addition to the above-mentioned provisions of the Bylaws, the Board of Directors, on March 15, 2018, decided to:

(i) take into consideration the aforesaid provisions in presenting its list of candidates at the time of the renewal of the offices, as well as in case of replacement of directors pursuant to Art. 20) of the Bylaws and Art. 2386 of the Italian Civil Code;

(ii) evaluate, during the Board Evaluation, the composition of the Board of Directors, also in relation to gender diversity;

(iii) recommend to the Shareholders, at the time of the directors' report to the Shareholders on the items on the agenda and/or during the Orientation pursuant to Application Criterion 1.C.1. letter h), of the Corporate Governance Code 2018 (currently, Recommendation 23 of the 2020 Corporate Governance Code), the presentation of lists which consider the applicable provisions on the matter of gender diversity. In all the aforesaid activities, the Board of Directors avails itself of the Remuneration and Appointment Committee, which carries out the necessary preliminary investigation, illustrating the results to the Board itself.

Age diversity

In the Italian legislative system, no specific provision is envisaged that sets age limits on the offices of director and statutory auditor. Equally, the Code of Conduct and the Corporate Governance Code, in the provisions regarding the composition of the board and its periodic self-assessment, does not envisage any reference to the parameters of age.

The company believes that it is useful to think of the concept of age as a component of the broader concept of experience. Given there are no explicit recommendations in the legal or regulatory provisions aimed at blocking the appointment of members who have exceeded specific age thresholds, the company did not see fit to conform to said approach, not putting in place specific policies targeted at indicating given age thresholds for the fulfilment of the engagement and therefore, limiting its role to monitoring the composition, also in terms of age, of the Board, in the hope, nonetheless, of ensuring a balance between the various age brackets.

The current composition of the Board, in terms of age, is as follows.

	AGE DIVERSITY OF THE CURRENT BOARD OF DIRECTORS
	50-60 years old	61-70 years old	> 70 years old
no. Directors	8	4	3
%	53%	27%	20%

Educational and professional background diversity

Pursuant to Principle 2.P.1. of the Code of Conduct (currently, Principle V of the Corporate Governance Code), the administration body is composed of executive and non-executive directors, all with the necessary level of professionalism and expertise for the tasks assigned to them. In particular:

pursuant to Principle 7.P.4. of the Code of Conduct (currently, Recommendation 35 of the Corporate Governance Code), the control and risks committee must possess, as a whole, adequate expertise in the business sector in which the Company operates, for evaluating the associated risks; at least one member of the committee must also have adequate knowledge and experience in accounting and finance and risk management.
Pursuant to Principle 6.P.3. of the Code of Conduct (currently, Recommendation 26 of the Corporate Governance Code), at least one member of the Remuneration and Appointment Committee must have

adequate knowledge and experience in financial matters or compensation policies, as ascertained by the Board of Directors during the appointment.

The evaluation of the professional characteristics of the members of the Board of Directors is carried out before the renewal of the management body, for the purposes of the preparation of the Guidelines to Shareholders, pursuant to Principle 1.C.1, lett. h, of the Code of Conduct (currently, Recommendation 23 of the Corporate Governance Code), on managerial and professional positions whose presence on the Board is considered appropriate. The definition of the Guidelines is in turn carried out by also using the results of the periodic Board Evaluation.

The Company shall also ensure the continuous training to Directors on the main issues relating to the activities of the Group.

The effectiveness of training and information activity is verified during the Board Evaluation in order to identify further training requirements.

MAXIMUM NUMBER OF POSITIONS HELD IN OTHER COMPANIES

The Board of Directors, by means of a formal decision, has expressed the following stance on the matter of the maximum number of positions that can be held by Directors of Webuild in the administration and control bodies in other "companies of a significant size"¹², also establishing the criteria for calculating them¹³ .

Maximum number of	✓	4 positions, with regard to Executive Directors
	✓	6 positions, with regard to Non-Executive Directors members of the
		Executive Committee (should this be established)
positions	✓	8 positions, with regard to Non-Executive Directors who are not
		members of the Executive Committee (should this be established)

The Board will be able to rule on derogation, even temporary, on the aforementioned maximum number of positions, duly explaining the reasons for this derogation and communicating it in the Report. At the date of this Report, none of the current Directors has exceeded the above-mentioned limits, during the Financial Year; the Board was never required to rule on any derogation on the maximum number of positions.

INDUCTION PROGRAM

In order to provide the Directors and Statutory Auditors with adequate knowledge of the Issuer's business sector, its company dynamics and their developments, the principles of correct risk management, as well as the relevant legislative and self-regulatory framework, the Chairman ensured, during the year, pursuant to Application Criterion 2.C.2 of the Corporate Governance Code 2018 (and Recommendation 12 of the 2020 Corporate Governance Code) that the Board of Directors and the Committees (through their Chairpersons) are informed thereof during their meetings, also through the participation, at these meetings, of managers and technicians who have the necessary expertise to provide information on particularly complex or important issues;

¹² Position stated on December 12, 2007 and confirmed on February 23, 2017. Companies of a significant size are: a) Italian companies listed on Italian or other EU state regulated markets and the companies issuing financial instruments to the public in significant quantities pursuant to Art. 116 of the Consolidated Finance Act; b) banks, financial brokers pursuant to Art. 107 of Italian Legislative Decree 385 of September 1, 1993, stock brokerage companies pursuant to Art. 1.1.e) of the Consolidated Finance Act (Consolidated Finance Act), variable capital investments companies (OEICs) pursuant to Art. 1.1.i) of the Consolidated Finance Act, fund management companies pursuant to Art. 1.1.o) of the Consolidated Finance Act insurance companies pursuant to Art. 1.1.s), t) and u) of Italian Legislative Decree 209 of September 7, 2005, set up as companies as per paragraphs V, VI and VII, section V, chapter V of the Italian Civil Code, different from those of the letters a); c) companies as per paragraphs V, VI and VII, section V, chapter V of the Italian Civil Code, other than the companies at points a) and b), which individually or together at group level, if they prepare the consolidated financial statements, present i) revenues from sales and services of more than €500 million or ii) assets in the balance sheet of more than €800 million

¹³ For calculation purposes, account is not taken of: (i) positions in companies that are directly and/or indirectly controlled by Webuild; (ii) positions in companies that directly and/or indirectly control Webuild, nor in companies that are subject directly and/or indirectly to common control with Webuild; (iii) positions as alternate statutory auditor. The positions held in "companies of a significant size" belonging to the same group which is not that of the Webuild Group are considered to have the following "weight": one position:

In particular, during the Board of Directors' meetings, the main characteristics and unique aspects of Webuild's business and of its Group, its economic sector, its organisational model as well as the relevant legislative and regulatory framework, have been provided to the Board of Directors' members and the Statutory Auditors, also with the support of the Top Management.

Following the entry, in December 2019, of the new five Board Directors, as illustrated in more detail above - and in order to allow said directors to acquire precise knowledge of the Company's activities and organisation, the unique characteristics of the sector, company dynamics and their development on the effective and fully-informed performance of roles by each Director - the Chairman of the Company's Board of Directors, in agreement with the Chief Executive Officer, prepared a training plan ("board induction") for the Board, in which the Board of Statutory Auditors also took part.

The programme started in January 2020, with a first training session focussed, in particular, on the governance system and on the internal control and risk management system of the Company, as well as on Progetto Italia.

In the following month of February 2020, a site visit was made to the Milan M4 metro, to which an induction session was associated on the relevant contract and the most significant profiles, typical of tender contracts in the construction sector. Again in February, another induction session was held on the Company's organisational model.

In October 2020, an induction session was held on the management of the risk of offence and related application of Italian Legislative Decree 231/01 at Webuild, overseen by the Chairman of the Supervisory Body Ugo Lecis.

4.3 ROLE OF THE BOARD OF DIRECTORS

Tasks and functions of the Board of Directors.

Pursuant to Art. 24) of the Bylaws, the company's Board of Directors has the widest powers for the Company's ordinary and extraordinary management, with no exceptions. It has the power to perform all those actions that it deems suitable to fulfil the corporate purpose or activities instrumental to it, except for those actions reserved exclusively for the Shareholders' Meeting by law.

The Board of Directors may resolve to establish or close secondary branches with a stable presence in Italy or abroad, reduce the share capital in the event of a shareholder's withdrawal, amend the Bylaws to comply with changes in legislation, transfer the registered office within Italy, and carry out mergers and spin-offs, in compliance with the provisions of articles 2505 and 2505-bis of the Italian Civil Code.

In observance of the provisions of the procedures for Related Party Transactions adopted by the Company, for cases of urgency, including related to situations of company crisis, related party transactions can be carried out according to the simplified methods permitted by the provisions in force, including regulatory.

Pursuant to the aforementioned Art. 24 of the company Bylaws, all resolutions regarding the items listed below are reserved to the exclusive competence of the Board of Directors:

(i) approval (based on justified opinion of the Strategic Committee) of amendments or additions to the strategic plan of Progetto Italia;
(ii) assessment (based on justified opinion of the Strategic Committee) of the full completion of Progetto Italia as a result of the attainment of all the objectives it is responsible for from the 18th (eighteenth) month after November 12, 2019 (date of execution of the Share capital increase);
(iii) approval, amendments and additions to the regulations of the Committees and of the Regulation of Board of Directors' meeting proceedings;
(iv) amendment or addition to the powers of the Chief Executive Officer with respect to those conferred to the latter at the aforementioned date, i.e. November 12, 2019;
(v) proposals to the shareholders' meeting aimed at increasing the number of members of the Board of Directors;
(vi) all matters that, by law, including therein Art. 2381 of the Italian Civil Code, cannot be delegated to a single Director or an Executive Committee.
(vii) approval of and changes to the company's business plan and/or the budget which may impact Progetto Italia;
(viii) prior justified opinion of the Remuneration and Appointment Committee attribution, amendment or addition of directors and senior executives on verification of certain events connected with the early termination of the relationship with the company.

The approval of matters reserved to the Board of Directors pursuant to previous points (i), (ii), (iii), (iv) and (v) always requires (on each call) the presence and favourable vote of at least four fifths of the Directors in office.

In addition to what has been mentioned above, the Company's Board of Directors by means of resolutions of April 30, 2018 and December 6, 2020, reserved itself the right, in addition to the proxies that have been permanently given to it by the Bylaws, the exclusive competence concerning any decision regarding:

➢ the exercise of voting rights (a) at extraordinary shareholders' meetings of the Company's strategic subsidiaries and (b) at ordinary shareholders' meetings of the aforementioned strategic subsidiaries called to appoint their respective corporate bodies;
➢ the examination and approval of the Budget, the Group Business Plan and the Commercial Plan/Acquisition Plan;
➢ the completion of all transactions of the greatest significance not within the competence of the shareholders' meeting, pursuant to the "Procedure for Related Party Transactions" of the company, in force from time to time;
➢ the purchase and sale of equity investments in companies, consortia or other entities, not included in the Group's perimeter, including therein companies or business units, for an amount exceeding €50 million;
➢ the subscription of derivatives that have (i) a notional value of an amount greater than Euro 1,000,000 and (ii) hedging of corporate risk not as their sole purpose and/or effect;
➢ the signing of new agreements (or the amendment of the terms of these agreements or, nonetheless, agreements already in place) between Webuild and its directors and top managers aimed at regulating the money due for the legal protection of top managers on verification of certain events connected with any early termination of the relationship with the Company;
➢ based on prior justified opinion of the Strategic Committee, the transactions of Progetto Italia (as defined in the Bylaws), as well as any acquisition of enterprises or companies (M&A) in Italy and abroad that, regardless of the inclusion in Progetto Italia, are in any case suited to significantly impacting its implementation.

Pursuant to Application Criterion 1.C.1., letter a), of the Corporate Governance Code 2018 (and Recommendation no. 1 of the 2020 Corporate Governance Code), the following are reserved, among other things, to the Board of Directors:

the examination and approval of the strategic, business and financial plans of the Issuer and its Group, as well as the periodic monitoring of their implementation, carried out through the review and Board discussion of the information on the management of the Issuer and the Group provided by the Chief Executive Officer;
the definition of the Issuer's Corporate Governance system;
the definition of the structure of the Group headed by the Issuer.

Pursuant to Application Criterion 1.C.1., letter e), of the Corporate Governance Code 2018 (and Recommendation no. 1, letter b) of the 2020 Corporate Governance Code), during institutional meetings, the Board of Directors assessed the general operating performance, also with respect to the planned targets, taking into consideration, in particular, the information received by the delegated bodies.

Pursuant to Application Criterion 1.C.1, letter C), of the Corporate Governance Code 2018 as regards Financial year 2020, and Recommendation no. 1, letter d) of the 2020 Corporate Governance Code as regards Financial year 2021, and after a positive examination of the Risk, Control and Sustainability Committee, the Board of Directors assessed the adequacy of the organisational, administrative and accounting structure of the Issuer and the subsidiary of strategic importance Lane Industries Incorporated, with particular reference to the internal control and risk management system.

Operations of the Board of Directors

Pursuant to Art. 23) of the company Bylaws, except in the case of the qualified majorities required by Art. 24) of said Bylaws (as reported in the previous Par.), in order for the resolutions of the Board of Directors to be valid, the majority of the directors in office must be present and there must be a favourable vote of the absolute majority of votes of those in attendance.

The Board of Directors, whose proceedings are governed by an appropriate regulation approved by said body recently on March 12, 2021, meets regularly and organises and operates in such a way as to ensure the effective performance of its functions, in compliance with the provisions of Principle 1.P.1. of the Code of Conduct (and Recommendation 11 of the Corporate Governance Code).

Directors are required to act and resolve in full awareness of the facts and independently, pursuing the objective of the creation of value for shareholders in the medium/long-term (Principle 1.P.2. of the Code of Conduct and Principle I of the Corporate Governance Code).

During the Financial Year, there were 19 meetings of Board of Directors; on average each meeting lasted 1 hour and 25 minutes.

Please see Table 1, attached to this Report, for more information on the percentage of meetings attended by each Director during the year.

The calendar of the 2021 Financial Year corporate events (available on the corporate website www.webuildgroup.com, in the "Governance – Corporate events" section) envisages 4 meetings of the Board of Directors.

In the first few months of 2021, 6 meetings of the Board of Directors have been held up until today's date.

In accordance with the provisions of the Board of Directors' Regulation, normally the documentation in support of works is prepared on the basis of an executive summary of each issue on the agenda, containing (i) the summary of the issue to be discussed, (ii) a draft resolution proposal to be taken, (iii) a list of the reference documents, and it is made available to each Director and Auditor through the dedicated IT platform by the third day before that set for the meeting.

During the 2020 financial year, the terms above were usually respected. In cases when, for reasons of urgency of for other specific requirements of the Issuer, other than just confidentiality, the pre-meeting documentation has been made available at a later time, the Chairman has ensured that adequate analyses were carried out during the meetings and, in some cases, a collection of written questions was also prepared, to which a prompt reply was provided, as well as an update in another meeting for the completion of the investigation process.

Confidentiality of the documentation concerning the activities carried out by the Board of Directors and by its Committees established within it, is ensured through specific controls for access to said documentation by Directors and Statutory Auditors. In particular, the company uses an IT platform for providing the documentation required before Board and Committees meetings. This platform ensures advanced technical controls for the best use of the content included in the portal and, at the same time, protection of the confidentiality of the documents.

The Board meetings were usually attended by the secretary and the Financial Reporting Manager. When appropriate, experts and managers of the Issuer responsible for the competent functions participated in the meetings, depending on the matters to be discussed, to ensure the functional and profitable progress of the meetings and to provide the appropriate in-depth examinations on the items on the agenda.

The Chairman ensured that the items on the agenda were each allowed enough time to guarantee their complete and constructive discussion and to analyse the supporting documentation.

Directors spoke on the items examined by the Board in order to express their positions and provide their contribution.

BOARD EVALUATION RELATING TO THE 2020 FINANCIAL YEAR.

The Board of Directors, at the meeting on December 15, 2020, after the Remuneration and Appointment Committee had carried out a preliminary investigation and the Board of Statutory Auditors had been consulted, resolved to carry out the 2020 Board Evaluation with the help of an independent consultant, identified as the advisor Egon Zehnder.

The results of the board evaluation performed showed a substantial appreciation:

(i) both for the operation of the Board and of the Board's committees, without prejudice to some margins for improvement to be taken into account in future governance activities;

(ii) and for the actual qualitative and quantitative characteristics of the current Board, in terms of competences, professionalism, experience in the sector, commitment, both in terms of time and energy, in the hope to strengthen the professionalisms characterised by specific knowledge of the market of construction and international experience.

The results of the above mentioned Board Evaluation activity were used by the Board of Directors to support the definition of the "Guidelines to the Board of Directors of Webuild S.p.A. on the composition of the new Board of Directors", published on the company website www.webuildgroup.com, in the "Governance – Shareholders' Meeting" section, as part of the documentation relating to the next Shareholders' Meeting of April 30, 2021.

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4.4. DELEGATED BODIES

CHIEF EXECUTIVE OFFICERS

Pursuant to Art. 25) of the Company Bylaws, the Board of Directors appoints a Chief Executive Officer taken from the list that obtained the highest number of votes from among the candidates listed herein

from sixth position onward in the ranking, to whom the powers of the Board of Directors will be delegated, in whole or in part, which are not reserved by law or by the Bylaws to the latter body, determining the content, limits and any methods of exercise of the power. The Board can also delegate part of its powers to one or more Directors.

It can also appoint Directors and Representatives, chosen from the persons not on the Board of Directors, determining their powers.

The Board of Directors appointed Pietro Salini as Chief Executive Officer on April 30, 2018. It gave him the legal power to represent the Company and signatory powers with third parties and in court. He also has powers to manage the company (those powers for which the Board of Directors as in Par. 4.3 does not hold exclusive competence) and may sub-delegate responsibility for the organisation and management of certain business activities.

The Chief Executive Officer, Pietro Salini, is in charge of running the company (Chief Executive Officer).

As required by Application Criterion 2.C.6 of the Corporate Governance Code 2018, it should be noted that no interlocking directorate situation exists, given that the Chief Executive Officer does not hold directorships in any other Italian listed companies.

CHAIRMAN OF THE BOARD OF DIRECTORS

The Chairman of the Board of Directors is the first of the directors drawn from the list that obtained the highest number of votes (Art. 21) of the Bylaws).

The office of Company Chairman during the year was held by Donato Iacovone.

The Chairman has legal representation and signatory powers with third parties and in court pursuant to Art. 29) of the Company Bylaws. The Chairman does not have a specific role in drawing up company strategies.

The Chairman in office is not in charge of running the Company (Chief Executive Officer) nor is he the majority shareholder of the Issuer.

DEPUTY CHAIRMAN OF THE BOARD OF DIRECTORS

Pursuant to Art. 21) of the Company Bylaws, the Board of Directors can elect one or more Deputy Chairmen that replace the Chairman in the event of his absence or impediment.

On April 30, 2018, the Board appointed Nicola Greco as Deputy Chairman.

The Deputy Chairman has legal representation and signatory powers with third parties and in court pursuant to Art. 29) of the Company Bylaws in case of absence or impediment of the Chairman.

EXECUTIVE COMMITTEE (ART. 123-BIS, PAR. 2, LETTER D), OF THE CONSOLIDATED FINANCE ACT)

At present, the Company Bylaws do not provide for the possibility of establishing an Executive Committee.

INFORMATION FOR THE BOARD OF DIRECTORS

The Chief Executive Officer, at least on a quarterly basis, and whenever particular needs require it, reported the information concerning the activities carried out in fulfilment of the powers attributed and the most significant transactions of the year to the Board of Directors and to the Board of Statutory Auditors.

The Board of Directors, according to the provisions of Application Criterion 4.C.1. letter d) of the Corporate Governance Code 2018 (and Recommendation no. 17 of the 2020 Corporate Governance Code), has also been informed, at the next meeting, by the Chairmen of the Committees part of the Board of Directors, with regards to the main activities carried out.

The Risk, Control and Sustainability Committee, pursuant to Application Criterion 7.C.2. letter f) of the Corporate Governance Code 2018, as regards financial year 2020, and Recommendation no. 35, letter h), of the 2020 Corporate Governance Code, as regards financial year 2021, also reported to the Board of Directors, every six months, as regards the main activities carried out in the relevant period, and on its judgments regarding the adequacy of the internal control and risk management system.

4.5 OTHER EXECUTIVE DIRECTORS

The Board of Directors currently consists of one executive director, who can be qualified as such pursuant to Application Criterion 2.C.1 of the Corporate Governance Code 2018 (and the definitions of the 2020 Corporate Governance Code) - in the person of Chief Executive Officer. Therefore, the remaining 14 Directors qualify as non-executive.

4.6. INDEPENDENT DIRECTORS

The periodic evaluation of the requirements of independence of the Directors are carried out by the Board of Directors after a preliminary investigation by the Remuneration and Appointment Committee – within the functions of the Nominating Committee. The Board of Statutory Auditors, as part of the tasks assigned to it by law, therefore accurately checks, the correct application of the assessment criteria and procedures adopted by the Board to evaluate the independence by its members.

For the purposes of coming into line with Recommendation no. 7 of the 2020 Corporate Governance Code, on March 12, 2021, the Board of Directors, following the preliminary investigation of the Remuneration and Appointment Committee, and with the favourable opinion of the Board of Statutory Auditors, approved the quantitative and qualitative criteria for the assessment of the independence of its directors pursuant to letters c) and d) of the aforementioned Recommendation no. 7.

In particular, in relation to the circumstance referred to in Recommendation no. 7, letter c), Webuild has established that directors are not normally independent if, directly or indirectly (for example, through subsidiaries or companies in which they are an executive director, or partner in a professional practice or an advisory firm) they have or have had, during the course of the three previous financial years, commercial, financial or professional relations with the Company, one of its subsidiaries, or with the relevant executive directors or with the top management or an entity that, also together with others through a shareholders' agreement, controls the Company, or with the associated executive directors or top management, if the total value of said relations exceeds:

(i) 7% of the turnover of the legal entity, organisation or professional practice, in which the director has control or is a significant representative or partner, or
(ii) 7% of the annual income of the director as natural person or of the annual turnover generated directly by the director as part of the activities carried out at the legal entity, organisation or professional practice, in which the director has control or is a significant representative or partner.

In addition to the above, in relation to the circumstance pursuant to Recommendation no. 7, letter d), Webuild resolved that it also does not consider independent a director who receives or has received, in the previous three financial years, from the Company, one of its subsidiaries or the parent company, additional compensation exceeding € 250,000.00 per year, the maximum threshold envisaged by Webuild's Procedure for Transactions with Related Parties for the qualification, in terms of Transactions involving a Small Amount, of transactions carried out with executives with key management personnel and their close relatives.

At the date of this Report, of the 15 (fifteen) Directors currently in office, 10 (ten) directors meet the independence requirements, both pursuant to art. 148, Par. 3, letters b) and c) of the Consolidated Finance Act (Consolidated Finance Act), and in accordance with the aforementioned Recommendation 7 of the 2020 Corporate Governance Code and the significance criteria identified by the Board of Directors on March 12, 2021, all as recently ascertained by the Board of Directors on March 25, 2021.

The Independent Directors in office are Donato Iacovone, Francesca Balzani, Giuseppina Capaldo, Mario Giuseppe Cattaneo, Nicola Greco, Giuseppe Marazzita, Marina Natale, Ferdinando Parente, Franco Passacantando and Laudomia Pucci.

With regard to the Chairman Donato Iacovone, it is noted that the Board of Directors ascertained his independence at the meeting held on March 25th , 2021, with regard to the information provided by the same and the new provisions of Recommendation no. 7 of the Corporate Governance Code.

With regard to Application Criterion 3.C.6 of the Corporate Governance Code, during 2020, an Independent Directors meeting was held to examine the methods of implementation of the Board Evaluation process of the Financial Year 2020 as well as to perform further evaluations on the role of Independent Directors.

The Independent Directors have not assumed, in the lists for the appointment of the Board, the obligation to maintain their independence throughout their term of office and, if necessary, to resign.

4.7. LEAD INDEPENDENT DIRECTOR

As the requirements of the Application Criterion 2.C.3. of the Corporate Governance Code 2018 (and Recommendation 13 of the 2020 Corporate Governance Code) are not met, the Board has not deemed it necessary to designate an independent director as lead independent director.

5. PROCESSING OF COMPANY INFORMATION

Pursuant to Application Criterion 1.C.1, letter j), of the Corporate Governance Code 2018 (and Recommendation 1 of the 2020 Corporate Governance Code), in order to ensure the correct management of company information, the company has an appropriate "Procedure for the management of Relevant and Privileged Information and the associated Registers", lastly revised on December 19, 2018. The Procedure, in particular, sets out the general principles in relation to:

the definition of subjects involved in the process and classification and rating of the privileged information as well as the implementation of the Procedure;
identification and management of the specific relevant and privileged information;
management and maintenance of relevant and privileged information registers;
protection of the confidentiality of relevant and privileged information;
external communication of documents and relevant and privileged information;
implementation of the procedure for delay in communicating privileged information.

Said Procedure is addressed and applies to all those who, due to their work, profession or the functions performed, have access to relevant and privileged information concerning the Issuer. In particular, the addressees of the procedure are Webuild's directors, statutory auditors, managers, and employees, as well as all other persons carrying out their work and/or conducting their professional activities in favour of the Company.

This Procedure also provides specific behavioural obligations for the employees of Webuild, in order to ensure the confidentiality of privileged information potentially obtained, as well as a confidentiality obligation for directors and statutory auditors of Webuild, relating to information and documents acquired by carrying out their tasks, as well as, more generally speaking, the contents of discussions held during the meetings of the Board of Directors and its Committees and the works of the Board of Statutory Auditors.

The Procedure also provides that the Corporate & Finance General Director holds the responsibility regarding the adoption of the decisions on the identification of the specific relevant and privileged information, as well as, after having consulted the Chief Executive Officer, the definition of the timing of publication of the specific privileged information, and the possible activation of the delay procedure (without prejudice to the fact that, in some cases, this determination may be taken directly by the Board of Directors, if it is relating to an act within the competence of that body and it is compliant with the time limits provided by the applicable law).

The Procedure provides for penalties to be applied to the parties that violate its provisions.

The "Procedure for the Management of Relevant and Privileged Information and the Associated Registers" is available on the Company's website www.webuildgroup.com in the "Governance – Documents" section.

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To ensure transparency to the market about important transactions concerning the purchase, the sale, the subscription and the exchange of Webuild's ordinary and saving shares, as well as that of financial instruments relating to them, performed – directly or indirectly – by people in possession of important decision-making powers in the business domain and who have access to privileged information ("relevant parties"), the Board of Directors of the Company has adopted, since March 2006, a Code of Conduct relating to Internal Dealing ("Code of Conduct"), most recently amended on September 1, 2020.

The current Code of Conduct also envisages a Black Out Period (a period during which no transactions involving Webuild's ordinary and savings shares or on any financial instruments connected to the same, may be performed by relevant parties, except in the case of expressly provided exceptions), lasting 30 calendar days before the communication to the market of the approval by the administrative body, of the draft annual financial statements, the half-yearly report, and of other periodic financial reports whose publication is mandatory in accordance with the applicable law and regulations in force from time to time.

The "Internal Dealing Code of Conduct of Webuild S.p.A." is available on the Company's website www.webuildgroup.com in the "Governance – Documents" section.

6. BOARD COMMITTEES

The Internal Committees of the Board of Directors established thus far, pursuant to Art. 26) of the Company Bylaws are the following: Remuneration and Appointment Committee (Section 7-8), Risk, Control and Sustainability Committee (Section 10), Committee for Related-Party Transactions (Section 12) and the Strategic Committee (Section 13).

For the Issuer, as it is subject to management and coordination by Salini Costruttori, Art. 16, Par. 1, letter d) of the Consob Markets Regulation applies, which establishes that the subsidiaries subject to management and coordination by another company must have an internal control committee composed entirely of independent directors. The foregoing also applies to the other committees recommended by the Corporate Governance Code 2018, where established.

The composition of the Issuer's committees complies with these provisions.

The decision to set up just one Committee to combine the appointment and remuneration functions, given the attainment of the underlying objectives is guaranteed, is based on organisational and efficiency requirements as the functions are complementary and comply with the provisions of the Comment of Art. 4 of the Corporate Governance Code 2018 (and Recommendation 16 of the Corporate Governance Code 2018).

The Board of Directors has not reserved functions attributed to one or more of its committees by the Corporate Governance Code 2018 and the 2020 Corporate Governance Code.

7. - 8. REMUNERATION AND APPOINTMENT COMMITTEE

COMPOSITION AND FUNCTIONING OF THE REMUNERATION AND APPOINTMENT COMMITTEE

At the date of this Report, the Remuneration and Appointment Committee of the Company, pursuant to Art. 26) of the Bylaws, is composed of three Independent Directors, as follows:

CURRENT REMUNERATION AND APPOINTMENT COMMITTEE
Ferdinando Parente	Chairman	non-executive Independent Director
Nicola Greco	Member	non-executive Independent Director
Giuseppe Marazzita	Member	non-executive Independent Director

Said members are identified in respect of the provisions of the aforementioned Art. 26) of the Company Bylaws, which require (i) the first member to be chosen from the Independent Directors drawn from the list that obtained the highest number of votes and listed in the first five on said list (ii) the second member to be chosen from the Independent Directors taken from the list that obtained the highest number of votes and listed among the next nine members of said list; and (iii) the third member to be chosen from the Independent Directors drawn from the minority list, to which the duties of Committee Chairman are attributed. If, at the time of appointment of the Board of Directors, a minority list has not been presented, the remaining member is chosen from the Independent Directors drawn from the list that obtained the highest number of votes and listed among the second nine on said list.

Pursuant to Principle 6.P.3. of the Corporate Governance Code 2018 (and Recommendation 26 of the 2020 Corporate Governance Code), at least one member of the Remuneration and Appointment Committee must have adequate knowledge and experience in financial matters or compensation policies, as ascertained by the Board of Directors during the appointment.

The Remuneration and Appointment Committee, whose activities are governed by an appropriate approved regulation, lastly, by the Board of Directors on March 12, 2021, are coordinated by its Chairman, meets any time the Chairman of the Committee deems it to be necessary, with the most suitable frequency to perform its functions. The Committee meets also when the Chairman receives a justified request from at least one member of the Committee or the Chairman of the Board of Statutory Auditors. During the Financial Year, the Remuneration and Appointment Committee met 11 times, with meetings averaging roughly 1 hour and 16 minutes. Further information concerning the percentage attendance of each member of the Remuneration and Appointment Committee at the meetings held during the Financial Year, are shown in the Table 1, attached to this Report.

After the end of the Financial Year and to this date 9 meetings of the Remuneration and Appointment Committee were held.

At certain specific meetings related to specific items of the agenda, upon invitation by the Chairman of the Committee, the CEO, the Corporate & Finance General Director, as well as the Financial Reporting Manager, the HR & Organisation & Systems Director as well as other Directors of the Issuer have taken part, any time the Committee has deemed it to be necessary and functional for a more effective discussion of the items on the agenda.

Directors abstain from participating in the Committee regarding proposals related to their compensation, allocated to the Board of Directors.

Pursuant to Application Criterion 4.C.1, letter d), of the Corporate Governance Code 2018 (and Recommendation 17 of the 2020 Corporate Governance Code), the Chairman of the Remuneration and Appointment Committee reported during the first meeting of the Board of Directors, on the activities carried out in each of the individual meetings of said Committee.

Functions of the Committee

From January 1, 2021, the Remuneration and Appointment Committee carries out the tasks as from Recommendations no. 19 and 25 of the 2020 Corporate Governance Code as well as the further tasks required of the same by the Board of Directors, as indicated in the Regulations of said Committee. In particular, with regard to:

expertise regarding nominations, the Committee is responsible for supporting the Board of Directors with the following activities:
- a) self-assessment of the administration body and its committees;
- b) definition of the optimal composition of the administration body and its committees;
- c) identification of the candidates for the office of director in the event of co-optation;
- d) presentation, if necessary, of a list by the outgoing administration body to be implemented according to the methods that ensure its transparent formation and presentation;
- e) preparation, updating and implementation of any succession plan of the Chief Executive Officer and the other executive directors.

• expertise regarding compensation, the Committee is responsible for:

(a) supporting the Board of Directors in drawing up the compensation policy;
(b) periodically evaluating the adequacy, overall consistency and practical application of the policy compensation for directors and top management, availing itself, in this regard, of the information provided by delegated directors; formulating the relevant proposals to the Board of Directors;
(c) presenting proposals or expressing opinions to the Board of Directors on the compensation of executive directors and other directors holding particular roles;
(d) presenting proposals or expressing opinions to the Board of Directors regarding the establishment of performance objectives related to the variable component of the compensation of executive directors and other directors holding particular roles; expressing opinions on the attainment of quantitative and qualitative key performance indicators based on the accounting statements supplied by the structure and the support provided by the Strategic Committee;
(e) monitoring the practical application of the compensation policy and verifying, in particular, the effective achievement of the performance objectives;
(f) based on prior consultation with the Strategic Committee on the actual attainment of the objectives and the key performance indicators applicable from time to time in relation to Progetto Italia, expressing its opinion to the Board of Directors on the remuneration and incentive policies proposed by the Chief Executive Officer, which require a significant part of the variable compensation of senior company managers to be based on achieving these objectives and key performance indicators.

Activities carried out by the Remuneration and Appointment Committee during the Financial Year, as well as after the end of the Financial Year up to this date

During the 2020 Financial Year and up this date, the Remuneration and Appointment Committee, regarding Nominations, carried out preliminary activities and formulated proposals regarding the Board Evaluation, periodic evaluation of satisfaction of the independence requirements by the Directors and

regarding the maximum number of positions, preliminary investigation activities in relation to the definition of the criteria of significance for the evaluation of the independence of directors, as well as on the composition of the Board of Directors, in view of the imminent renewal of offices. It has also been informed by the Chief Executive Officer in relation to the appointment of new Company's Key Managers. For further information about the activities of the Remuneration and Appointment Committee regarding compensation, please refer to the Remuneration Report 2021 drawn up pursuant Art. 123-ter of Consolidated Finance Act and available, in compliance with the applicable law, on the website www.webuildgroup.com in the "Governance – Remuneration" section and the "Governance – Shareholders' Meeting" section, relating to the next Shareholders' Meeting called for April 30th , 2021.

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Minutes of its meetings of the Remuneration and Appointment Committee are drawn up regularly. When carrying out its functions, the Remuneration and Appointment Committee had access to the company information and functions needed to carry out its duties, and was able to use external consultants.

No financial resources with a predetermined amount were allocated to the Remuneration and Appointment Committee, but the Committee had the possibility to autonomously use external consultants. During the Financial Year, the Remuneration and Appointment Committee made use, to support its activities of external consultants, after verifying the satisfaction of the necessary independence requirements by said parties.

9. DIRECTORS' REMUNERATION

The information in this section, with particular reference to information concerning the general policy for remuneration, and for the directors' remuneration, of the general directors and of other key management personnel is included in the Remuneration Report 2021 published pursuant to Art. 123-ter of the Consolidated Finance Act and will be made available, within the terms provided for by the law, on the website www.webuildgroup.com in the "Governance - Remuneration" section and in the "Governance - Shareholders' Meeting" section with regard to the next Shareholders' Meeting called for April 30th , 2021.

Incentive mechanisms for the Chief Internal Auditor and the Financial Reporting Manager

The incentive mechanisms for the Chief Internal Auditor and for the Financial Reporting Manager are consistent with the tasks assigned to them and with the Company's policies, pursuant to Application Criterion 6.C.3 of the Corporate Governance Code 2018 (and Recommendation 33, letter b) of the 2020 Corporate Governance Code.

Compensation for directors in the case of their resignation, dismissal or termination of the relationship following a takeover bid.

With regard to the Issuer's agreements with its directors for their compensation in the case of their resignation, dismissal, removal from office without just cause or termination of the relationship following a takeover bid, please refer to the Remuneration Report 2021.

During the Financial Year 2020 and up to today's date, there were no cases of termination of office or the termination of employment of executive directors or general directors that led to the attribution or recognition of compensation and/or other benefits pursuant to Principle 6.P.5 of the Code (and Recommendation 31 of the 2020 Corporate Governance Code).

10. RISK, CONTROL AND SUSTAINABILITY COMMITTEE

Composition and functioning of the Risk and Control Committee

The Risk, Control and Sustainability Committee (renamed on the basis of the resolution adopted by the Board of Directors on December 6, 2019, with regard to the activities regarding sustainability actually

carried out by said entity)¹⁴ , at the date of this Report, is composed of 6 Independent Directors (according to the provisions of Art. 26) of the Bylaws), as reported hereunder:

CURRENT RISK AND CONTROL COMMITTEE
Mario Giuseppe Cattaneo	Chairman	non-executive Independent Director
Francesca Balzani	Member	non-executive Independent Director
Nicola Greco	Member	non-executive Independent Director
Marina Natale	Member	non-executive Independent Director
Ferdinando Parente	Member	non-executive Independent Director
Franco Passacantando	Member	non-executive Independent Director

The members of said Committee are identified in respect of the provisions of Art. 26) of the Bylaws, which require (i) two members to be chosen from the Independent Directors drawn from the list that obtained the highest number of votes and listed in the first five on said list (ii) three members to be chosen from the Independent Directors taken from the list that obtained the highest number of votes and listed among the next nine members of said list, with the functions of Committee Chairman attributed to one of them; and (iii) the sixth member to be chosen from the Independent Directors drawn from the minority list. If, at the time of appointment of the Board of Directors, a minority list has not been presented, the remaining member is chosen from the Independent Directors drawn from the list that obtained the highest number of votes and listed among the first five on said list.

Pursuant to Principle 7.P.4 of the Corporate Governance Code 2018 (and Recommendation 35 of the 2020 Corporate Governance Code), at least one member of the Committee is in possession of adequate experience in accounting and financial matters or risk management, as ascertained by the Board of Directors when they were appointed.

The Risk, Control and Sustainability Committee, whose works are coordinated by the Chairman, meets according to the required frequency to perform its functions and, in any case, always before the Board of Directors' meetings for the examination of periodic financial reports as well as any time the Chairman considers it to be necessary.

The Committee also meets when the Chairman receives a justified request from at least one member of the Committee or the Chairman of the Board of Statutory Auditors.

During the Financial Year, there were 12 meetings of the Committee with an average duration of 1 hour and 56 minutes.

Further information concerning the percentage of attendance of each member of the Committee at the meetings held during the Financial Year is shown in Table 1 attached to this Report.

During the current Financial Year, up to the date of this Report, the Risk, Control and Sustainability Committee met 4 times.

During the Financial Year, the Board of Statutory Auditors took part in the meetings of said Committee. As invitees of the meetings and/or based on the arguments dealt with from time to time, the meetings were also attended by the Chairman of the Board of Directors, the Chief Executive Officer, the Corporate & Finance General Director, the Financial Reporting Manager, the Chief Financial Officer and the Group Risk Officer, the Internal Audit & Compliance Director, the General Counsel, the Corporate Affairs Manager (with Secretary functions), as well as the managers of the various business functions, from time to time required to provide the Committee with the necessary elements to allow a better understanding of the specific issues discussed.

Pursuant to Application Criterion 4.C.1, lett. d), of the Corporate Governance Code 2018 (and Recommendation 17 of the 2020 Corporate Governance Code), the Chairman of the Committee reported, during the next meeting of the Board of Directors, on the activities carried out in each session of said Committee.

¹⁴The Risk, Control and Sustainability Committee (formerly Risk and Control Committee) was established by the Board of Directors of May 9, 2018, with the appointment of 5 members, and subsequently added to by the Board of Directors of September 26, 2018, with the appointment of one more member.

Risk, Control and Sustainability Committee Functions.

From January 1 st , 2021 onwards, the Control, Risks and Sustainability Committee carried out tasks referred to in Recommendations 32, 33 and 35 of the 2020 Corporate Governance Code (in line with the previous Art. 7 of the Corporate Governance Code 2018) and the provisions of its own Regulation. In particular, the Committee is responsible for:

➢ issuing opinions to the Board in relation to:
- − the definition of the guidelines for the internal control and risk management system, in line with the company's strategies, so that the main risks affecting Webuild and its subsidiaries are correctly identified, properly measured, managed and monitored, by determining the degree of compatibility of these risks with company management and its strategic objectives;
- − the assessment, at least once a year, of the adequacy of the internal control and risk management system considering the company's characteristics and risk profile and their effectiveness;
- − nomination and revocation of the Manager of the Internal Audit Function, defining his/her compensation consistently with the company policies and ensuring that he/she has adequate resources to fulfil his/her duties;
- − approval at least once a year of the audit plan prepared by the Chief Internal Auditor and Compliance Function, having consulted the Board of Statutory Auditors and the Chief Executive Officer;
- − evaluation of the opportunity to adopt measures to guarantee the effectiveness and impartiality of judgement of the other company functions involved in the controls (such as the risk management function and the function overseeing the monitoring of the legal risk of noncompliance), verifying that they have adequate professional skills and resources;
- − attribution, to the control body or an appropriately established body, of the supervisory functions pursuant to Art. 6, Par. 1, letter b) of Italian Legislative Decree 231/2001;
- − examination of the results of the main audit reports and their implementation;
- − description, in the Corporate Governance Report, of the main characteristics of the Internal Control and Risk Management System, as well as the procedures for coordinating the parties involved, indicating the models and national and international reference best practices and expressing its judgement on their overall adequacy and providing an account of the decisions made regarding the composition of the supervisory body;
- − assessment of the findings presented by the Auditor engaged to carry out the legally required in its letter of recommendations and additional report addressed to the control body;
➢ assessing, having consulted the Financial Reporting Manager, and after consulting the auditor engaged to carry out the legally-required audit and the Board of Statutory Auditors, the correct application of the accounting policies and their consistency for preparing the consolidated financial statements;
➢ evaluating the suitability of the periodic financial and non-financial information in correctly representing the business model, the company's strategies, the impact of its activities and the performances recorded, coordinating with any committee set forth in Recommendation 1, letter a);
➢ examining the content of the periodic non-financial information relevant for the purposes of the internal control and risk management system;
➢ expressing opinions on specific aspects related to the identification of key business risks, including therein economic, asset-related and operational risks, including through the Group Risk Assessment, carried out at least once a year by the Group Risk Officer;
➢ supporting, with adequate investigations, the assessments and decisions of the Board of Directors with regard to risk management arising from adverse facts, which the Board of Directors has become aware of;
➢ reviewing the periodic reports on the Internal Control and Risk Management system, especially those prepared by the Internal Audit function;
➢ monitoring the independence, adequacy, effectiveness and efficiency of the Internal Audit function;
➢ entrusting the Internal Audit function with carrying out checks of specific operating areas, providing a simultaneous communication of it to the Chairman of the Board of Statutory Auditors;

➢ reporting to the Board of Directors at least twice a year, during the meetings held to approve the annual and half-yearly reports, on its activities and the adequacy of the Internal Control and Risk Management System;
➢ carrying out additional tasks which are attributed to the Committee by the Board of Directors;
➢ examination of sustainability issues (including therein the Sustainability Report related to the performance of company activities);
➢ examination of the periodic reporting related to the subjects of health, safety and the environment.

Activities carried out by the Risk, Control and Sustainability Committee during the Financial Year, as well as after the end of the year up to this date

During the Financial Year, the Committee (i) reviewed and assessed the work plan, activities and reports prepared by the Internal Audit Director, the Group Risk Officer and the Compliance Director, and the reports drawn up by the Supervisory Board as per Italian Legislative Decree 231/01 monitoring the development and requiring – if necessary – specific interventions; (ii) it has examined the risks connected to the spread of the Covid-19 pandemic; (iii) it has received, from the control functions, the evaluation of the Internal Control and Risk Management system; (iv) it evaluated, together with the Financial Reporting Manager and the representatives of the independent auditors, the correct use of the accounting principles and their homogeneity for the purposes of drafting the consolidated financial statements, as well as with regard to the suitability of periodical disclosures, both financial and non-financial, to correctly represent the business model, the Company's strategies, the impact of its activity and performance achieved, reporting to the Board in this regard; (v) supported, with an appropriate investigation activity, the evaluations and the decisions of the Board relating to the approval of periodical financial reports and most significant transactions, the modification of Organisational Model 231 and the Anti-Corruption Model, as well as the remuneration of the Chief Internal Auditor.

The Committee has also reported to the Board, during the approval of the draft of the financial statements and the interim financial report, about the activity carried out, about the suitability of the organisational, administrative and accounting structure of the Issuer and its strategic subsidiaries, in particular relating to the adequacy and effectiveness of the Internal Control and Risk management System, in relation to the characteristics of the companies and the risk profile undertaken.

* * * * *

Minutes are duly taken for the meetings of the Committee, whose functioning is governed by an appropriate approved regulation, most recently by the Board of Directors on March 12, 2021.

The Committee, in carrying out its functions, had the chance to access the information and the company functions needed to execute its tasks.

No financial resource with a predetermined amount has been appointed to the Committee. On May 9, 2018, the Board of Directors resolved to provide the Committee the financial resources required to carry out its duties, in the amount requested by the Committee's Chairman and within the budget limits approved by the Board itself.

During the Financial Year, said Risk, Control and Sustainability Committee did not need to employ external consultants to carry out its tasks. For this reason, the Committee did not use any financial resources as it used the means and structures of the Issuer to carry out its tasks.

11. STRATEGIC COMMITTEE

Composition and functioning of the Strategic Committee

Pursuant to Art. 26) of the Company Bylaws, the Board of Directors established a Strategic Committee internally, with the functions of supervision and evaluation of the activities connected, at any rate, with the implementation of Progetto Italia, as well as the investigative and consultancy functions vis-à-vis the Board itself for the matters within its competence.

(i) one member is the Chief Executive Officer; (ii) three members, two of whom are Independent Directors, are chosen from the Directors taken from the list that obtained the highest number of votes and listed among the first five on said list; (iii) the remaining member is taken from the list that obtained the highest number of votes and listed among the next nine members on said list. The functions of Committee Chairman are attributed to one of the members indicated in the previous point (ii).

The Strategic Committee is automatically confirmed at each renewal of the Board of Directors which happens before the implementation of Progetto Italia, as better detailed in articles 26), 36) and 37) of the Company's Bylaws to which reference should be made for details.

The current Strategic Committee, established on December 6, 2019, is composed of the following 5 Directors:

	CURRENT STRATEGIC COMMITTEE
Pierpaolo Di Stefano	Chairman	non-executive Non-independent Director
Francesca Balzani	Member	non-executive Independent Director
Nicola Greco	Member	non-executive Independent Director
Marina Natale	Member	non-executive Independent Director
Pietro Salini	Member	Chief Executive Officer, Non-independent, Executive

The Strategic Committee, whose activities are governed by an appropriate regulation (approved by the Board of Directors on November 13, 2019) and coordinated by its Chairman, meets at least monthly and, nonetheless, always before the meetings of the Board of Directors called to examine the operations involving implementation of Progetto Italia as well as acquisitions of undertakings or companies (M&A) in Italy and abroad that, regardless of their inclusion in Progetto Italia, are suited in any case to significantly impact the implementation of said project, and any time the Chairman deems it necessary. The Committee also meets when the Chairman receives a justified request from at least two members of the Committee or the Chief Executive Officer.

During the 2020 Financial Year, there were 11 meetings of the Strategic Committee with an average duration of 1 hour and 40 minutes. From the start of the 2021 financial year up to now, the Strategic Committee has held 3 meetings.

The Chairman of the Board of Statutory Auditors takes part in the meetings of the Strategic Committee, and the company managers responsible for implementing Progetto Italia are normally invited to attend. The Chairman of the Board of Directors, managers, consultants and any other person whose presence is considered by the Committee to be suitable for the specific items to be discussed may also participate, on invitation of the Chairman and based on the matters to be discussed from time to time at the Committee meeting.

Functions of the Strategic Committee

In compliance with the provisions of its Regulation, the Strategic Committee is attributed with the task of:

➢ monitoring (a) the operations involving the implementation of Progetto Italia, based on the periodic reports transmitted by the Chief Executive Officer and any additional useful information acquired; as well as (b) acquisitions of undertakings or companies (M&A) in Italy and abroad that, regardless of their inclusion in Progetto Italia, are suited in any case to significantly impact the implementation of said project;
➢ evaluating also in support of the activities within the competence of the Remuneration and Appointment Committee - the implementation status of Progetto Italia in light of - and taking into account - the objectives and key performance indicators applicable from time to time in relation to Progetto Italia;
➢ where deemed necessary, informing the Board of Directors of the implementation status of Progetto Italia;
➢ monitoring the process of selection and replacement of the Company's Chief Financial Officer, as well as expressing its approval - which cannot be unreasonably denied - in relation to the candidate for the position of Company Chief Financial Officer indicated by the Chief Executive Officer following said process;
➢ expressing a preventive opinion mandatory but not binding in relation to the (a) the operations involving the implementation of Progetto Italia, including therein each acquisition/business combination envisaged by Progetto Italia; as well as (b) acquisitions of undertakings or companies (M&A) in Italy and abroad that, regardless of their inclusion in Progetto Italia, are suited in any case to significantly impact the implementation of said project;

➢ expressing a preventive opinion mandatory but not binding in relation to any amendments or additions to Progetto Italia, including therein by way of a non-exhaustive example (i) the extension of the scope of subjects to be involved in Progetto Italia and (ii) the associated extension for a further 18 (eighteen) months, if, on expiry of the first term of 18 (eighteen) months, Progetto Italia has not been fully implemented;
➢ expressing a preventive opinion mandatory but not binding in relation to the assessment of the full completion of Progetto Italia as a result of the attainment of all the objectives set.

* * * * *

Minutes of the Strategic Committee are drawn up regularly. No financial resource with a predetermined amount has been appointed to the Committee.

12. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

The Guidelines for the Internal Control and Risk Management System were defined by the Company's Board of Directors on March 21, 2000, and subsequently updated and approved on March 25, 2009; November 12, 2014; March 16, 2016 and February 23, 2017.

In accordance with Principle XVIII of the Corporate Governance Code (formerly Principle 7.P.1 of the Code of Conduct), the Issuer's Internal Control and Risk Management System consists of a set of rules, procedures and organisational structures aimed at the effective and efficient identification, measurement, management and monitoring of the main risks, in order to contribute to the sustainable success of the Company.

The Internal Control and Risk Management System is based on standards that require business activities to be based on applicable internal and external rules, that they can be traced and documented, that the allocation and exercise of powers as part of a decision-making process be matched to the positions of responsibility and/or with the size and/or significance of the underlying economic transactions, that those parties that take or implement decisions, which record transactions and those that are required to perform the controls over such transactions provided for by law and procedures envisaged by the internal control and risk management system be different parties and that confidentiality and compliance with the privacy legislation be ensured.

The parties mainly involved in the Internal Control and Risk Management System (hereinafter ICRMS), in line with the provisions of Recommendation 32 of the Corporate Governance Code (formerly Principle 7.P.3 of the Code of Conduct), are the Board of Directors, the Chief Executive Officer (as the Director in charge of the Internal Control and Risk Management System), the Risk, Control and Sustainability Committee, the Financial Reporting Manager, the Board of Statutory Auditors, the Independent Auditors and the Internal Audit and Compliance Department (appointed with the Internal Audit and Compliance functions), each by fulfilling their roles and carrying out their duties regarding control. The Supervisory Body, appointed pursuant to Art. 6 of Italian Legislative Decree 231/01, supports the Board of Directors for matters within its competence.

Other subjects involved in the Internal Control and Risk Management System are the Risk Management function (whose activities will be dealt with in the next Par.), the General Management departments and the Management.

* * * * *

The sources and principles comprising the Company's Internal Control and Risk Management System are represented by: the Corporate Governance Code 2018 (July 2018 edition), as regards the financial year 2020, and the 2020 Corporate Governance Code, effective from 2021; Webuild's Code of Ethics (containing the standards of conduct, ethical and basic values that the Group adopts to pursue its objectives); the Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/01; the Model of administrative, accounting and operational procedures for preparing the Group's financial statements pursuant to Italian Law 262/05; the Anti-Corruption Model; the Business Plan; additional internal regulations, i.e. the set of corporate documents defining roles and responsibilities within the organisation, including the assignment of responsibilities for managing company risks, including, by way of a non-exhaustive example, Organisation Charts, Organisational Communications and Memos; the Guidelines pursuant to Italian Law 262/05; the Framework, Inter-functional and Operational

Procedures; the power and proxy system, structured to award authorisation and signatory powers consistent with the organisational and management responsibilities assigned; and best practices.

Monitoring of the functioning of the Internal Control and Risk Management System is assigned to the Internal Audit Function. The Board of Directors approves, at least once every year, the audit plan prepared by the Chief Internal Auditor, based on the prior opinion of the Risk, Control and Sustainability Committee and having consulted the Chief Executive Officer and the Board of Statutory Auditors.

Upon approval of the 2020 draft financial statements, the Risk, Control and Sustainability Committee expressed its favourable opinion to the Board of Directors following its review of the reports drawn up by the Chief Internal Auditor, by the Chief Compliance Officer, by the Supervisory Body and by the Financial Reporting Manager, and the flow of information between them, with the Board of Statutory Auditors, with the Chief Executive Officer (also in the context of the information provided by the same to the Board of Directors) and with the Independent Auditors, regarding the current adequacy of the organisational, administrative and accounting structure and on the Internal Control and Risk Management System of Webuild and of its subsidiary with strategic relevance, Lane Industries Inc, in light of the main company risks.

This assessment was shared by the Board of Statutory Auditors and adopted by the Board of Directors.

I Description of the main characteristics of the risk management system

After approving the business and strategic plan, setting out the Management Team's Strategic Objectives, the Board of Directors defines the nature and level of risk compatible with the Company's strategic objectives, including in its assessments all elements that could be significant in terms of the sustainable success of the Company, in line with Recommendation 1, letter c) of the 2020 Corporate Governance Code. This process, described in the following paragraphs, also received preliminary support from the Risk, Control and Sustainability Committee.

I.1 Risk Management

In 2015, the Issuer launched a project for the development and implementation of a Risk Management model, to address and manage risks in accordance with the industry's best practices. The model is gradually evolving in terms of the approach, methodologies and instruments, as well as to the extension to all Group operational units.

In line with the project, the Risk Management structure has been established, a "second level" control function and independent from the other Business and Corporate functions.

The Risk Management structure, in particular, deals with the following activities:

identification and monitoring, in consultation with the Management (Risk Owners) and in support of the Chief Executive Officer, of the risk factors of significance for the Group, ensuring the implementation of risk mapping and assessment and monitoring of mitigation actions taken by Risk Owners;
support in strategic and commercial planning, proposing the corresponding guidelines as well as the company's risk appetite to the competent bodies;
support in operations, with the aim of achieving the strategic goals defined in the Business Plan;
assurance of the adequacy and consistency of the Risk Management framework adopted through the development and the appropriate updating of the risk model and methodologies and tools for effective risk management;
support in the creation and dissemination of a risk culture throughout the Group.

The Group aimed to equip itself with a system capable of periodically detecting and managing the main risks to which it could be exposed, through a detailed analysis (for each Country, Counterpart and Project), both with regard to order backlog, to assess the risk profile in relation to the risk limits that have been defined at an overall level.

The activity focuses on the identification and categorisation of the risks with a potential impact on business and on the development of methods and tools aimed at managing the dimensions of the identified risk, with a particular emphasis on risks connected with the counterparts and the country context within which the Issuer conducts its own business.

I.2 Risk Assessment

The Issuer, as part of the periodic Risk Management process, also conducted during 2020 a Risk Assessment aimed at recognising and assessing risks that could impact the Group's operations and, therefore, the attainment of Business Plan targets.

The Risk Management Function assessed the level of exposure to a potentially negative event, in terms of impact and risk probability.

The Risk Assessment activity was carried out according to these phases:

a. Definition of the method and approach

The method defined for the Group's Risk Assessment system requires the area in which to map and analyse potential risk events, consistently with the Risk Universe adopted, are Group processes. In line with the sector's best practices, Assessment scales were defined which are consistent with the Strategic Plan's targets in order to provide an indication regarding the potential impact and probability of each identified event.

b. Identification of risks

Risks are identified through meetings conducted with all representatives of the function. In particular, the critical elements identified in processes, also by means of a comparison with currently adopted policies and procedures expressing, were analysed in detail, explaining the causes and potential consequences in particular.

c. Risk analysis

Risks were assessed consistently with the methods identified and in agreement with the representatives of each Function, also considering the level of protection guaranteed by the existing Control System.

d. Risk prioritisation

The risks identified and analysed have been ranked in priority order and shared with the Board of Directors and with the Risk, Control and Sustainability Committee, with the Top Management and with the Control Functions, in order to address the subsequent management and mitigation activities. Group Risk Assessment results, in terms of risk events, main generating causes and possible mitigating actions, are addressed (i) to the Board of Directors, to the Risk, Control and Sustainability Committee and to the Top Management , in order to give priority to Top Risks and address the interventions and, (ii) to the Control Functions, in order to support and structure the respective Intervention Plans.

e. Treatment and monitoring of Risks

The Risk Treatment phase is aimed at managing identified risks, identifying the best mitigation strategies or evaluating alternative management strategies, consistently with their priority level. This phase identifies the actions required for reducing the Group's exposure to risks and its gradual implementation is monitored.

Within the Group's organisation and the provisions of the Internal Control and Risk Management System there are various company Bodies and functions dedicated to the verification of the system's effective functioning.

In particular, the Group Risk Officer, according to the global vision of the corporate risk profiles, supports the Risk Owners in preparing the most appropriate risk management strategy and in proposing any necessary additional Risk Management actions to implement in order to execute said strategy. Moreover, the Group Risk Officer coordinates monitoring activities and the Group's overall exposure.

I.3 Main characteristics of the Risk Management System concerning the financial reporting process, pursuant to Art. 123-bis, Par. 2, letter b), of the Consolidated Finance Act

The Internal Control and Risk Management System applied to the financial reporting process aims to guarantee credibility, precision, reliability and promptness of said financial reporting. Planning, implementation, monitoring and the updating in time of the system, have been carried out by Webuild according to the Guidelines which take their inspiration from frameworks and international best practices and are dedicated to managing financial reporting.

Said Guidelines have been designed specifically to conform to the Issuer's characteristics and its operating units that contribute to the creation of financial reports, both separated (the Parent's) and consolidated.

Account was taken of the fact that the Group is composed of entities that are separate in legal terms from the parent for the purposes of the financial reporting referred to herein. The Group in fact consists of both legally separate entities (e.g. Italian and foreign stock companies) as well as entities that, although not legally separate from the parent under Italian law (e.g. foreign permanent establishments), have their own administrative and organisational structures and produce their financial reporting independently.

Within the scope of this classification, the System is based on the dissemination of the application procedures, the training of the personnel involved in the different stages of the process and a monitoring plan, based on the provisions of Italian Law 262/05, whereby the effective use of the application procedures is checked and any developments and additions necessary due to the wide-ranging operating scope in which the Group works are identified.

The monitoring plan is developed according to a risk-based approach comparable to that applied for the definition of the audit plan prepared by the Chief Internal Auditor. The Financial Reporting Manager has assigned a specific mandate to the Internal Audit Function to carry out audits on the financial reporting process.

I.4 Main risks to which the Issuer is exposed

The Risk Assessment, updated and integrated on a cyclical basis, has been carried out with the involvement of the company's management and made it possible to identify the most sensitive risk factors based on the Group's business activities and on the specific internal and external context in which the Group itself operates:

Business related risks

External risks that could compromise the attainment of the company's targets, or all those events that cannot be influenced by company decisions. Risks deriving from a country's macro-economic and socialpolitical trends, from industry trends and from the competitive scenario, as well as technological innovation and regulations that characterise the industry.

Due to these risks, the Group must rely on its forecasting and managing capacities. In particular, the Issuer integrated risk management within its planning and business processes, by defining commercial and risk guidelines and the structuring of a process aimed at prioritising and selecting initiatives to pursue, also and especially on the basis of the evaluation of risks connected to the country and/or sector in which it intends to operate, rather than the counterpart. The control of these risks is also guaranteed by monitoring the progress status of the strategic targets, also in terms of the composition and diversification of the order backlog and its gradual developments in terms of risk profile.

Strategic Risks

Risks deriving from strategic, business and organisational decisions that can jeopardise Group performance and that could lead to a situation whereby strategic targets are not met. These include risks that derive from the choice of a certain type of business or organisational model through which the Group intends to operate, those deriving from M&A operations, from non-effective order backlog management or relating to relations with the main counterparts (clients, partners, suppliers, sub-contractors, etc.).

The Issuer considers risk to be an essential element for the preliminary assessment of strategic decisions and choices to be taken. It has therefore decided to integrate the process of definition and development of strategies with the risk identification, measurement and management process. Choices concerning the adoption of a business or organisational model, the assessment of whether to go ahead with an extraordinary transaction, rather than establish a relationship with a partner, are subject to preliminary analysis and evaluation of the connected risks/opportunities, at the same time identifying risk strategies and management methods to quickly employ should said risk materialise.

Financial risks

These incorporate risks connected to the Group's equity availability, influenced by credit and cash management and/or by the volatility of market variables, such as interest and exchange rates.

In particular, cash management pursues the objective of financial independence of the projects that are being carried out, keeping the configuration of consortia and special-purpose entities in mind, which can restrict the availability of financial resources for the implementation of the relevant projects. Moreover, when managing cash, account is taken of the existence of restrictions concerning monetary transfers set by the rules and regulations of certain countries.

The Issuer also considers specific risk areas like the credit standing of the counterpart, the volatility of raw materials prices and the management of the insurance aspects, and also considers it essential to employ effective financial planning tools.

Legal and compliance risks

Falling into this category are risks connected to legal matters or that derive from compliance with rules or regulations (e.g. fiscal, local regulatory matters, etc.) that is required to operate in the sector and/or in particular countries and risks related to the contractual management with Business Partners. For Webuild, monitoring of contractual matters linked to project management activities and, in particular, relationships with significant counterparts are fundamental. In this category there are also risks connected to fraud, both internal and external, and more generally, compliance with procedures and policies defined by the Company to regulate the operation of its structure.

For this purpose, the Issuer adopts a policy for monitoring and managing regulatory risks, in order to mitigate their effects as much as possible, through multi-level monitoring activity that envisages continuous collaboration and communication with significant counterparts and business units concerned by regulatory developments, and in order to fully evaluate their potential impact.

Operating risks

Operating risks includes risks that could jeopardise value creation and that are due to inefficient and/or ineffective management of the typical company operations, particularly those connected to bid management and the genuine execution of the projects. The various risk activities that fall under this category include: bid design and planning, the effective management of the supply chain, warehouse logistics and management, risks connected to managing information systems, personnel and planning and reporting.

These risks occur when, during the bidding process and/or during project implementation, company policies or procedures are not adequate for managing risk factors arising from the project's level of complexity or following unmeasurable events.

To that end, the Group intends to monitor these risks from the phase of analysis of the commercial initiative to pursue (bidding) with a view to the risk-return evaluation of the project should the tender be won, and the impact of this bid on the order backlog, both in terms of concentration and overall risk profile. At this juncture, the Issuer, among the other assessments, drafts a pre-Bid Risk Assessment aimed at identifying potential risks and consequent impacts connected to the project, as well as identifying the necessary mitigating and/or contingency actions for coverage purposes. The risk assessment is then carried out once again when the tender is won and then monitored while the project is being executed , in order to promptly identify the development of any risk exposure and quickly adopt the appropriate mitigating actions.

12.1. DIRECTOR IN CHARGE OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

Pursuant to Principle 7.P.3 of the Code of Conduct (currently, Recommendation 32, letter b) of the Corporate Governance Code), the Chief Executive Officer is responsible for establishing and maintaining the Internal Control and Risk Management System, with the following connected powers:

ensuring the identification of the main corporate risks, taking into account the characteristics of the activities carried out by the Company and its subsidiaries, periodically submitting them for examination by the Board of Directors;
implementing the Guidelines defined by the Board of Directors, handling the design, implementation and management of the Internal Control and Risk Management System, constantly verifying its adequacy and effectiveness as well overseeing its adjustment into line with the trend in operating conditions and the legislative and regulatory scenario;
entrusting the Internal Audit Function with the performance of audits on specific areas of operations and on respect for the internal rules and procedures in executing company transactions, providing a simultaneous communication to the Chairman of the Board of Directors, the Chairman of the Risk, Control and Sustainability Committee and the Chairman of the Board of Statutory Auditors;
promptly reporting to the Risk, Control and Sustainability Committee on issues and problems emerging in the course of their activities or which otherwise have come to their attention, so that the Committee may take the appropriate action.

In addition to and in greater detail with regard to the above, the Chief Executive Officer, in accordance with the Guidelines of the Internal Control and Risk Management System approved by the Company:

• is responsible for implementing the Guidelines of the Internal Control and Risk Management System,

ensuring that the same is an integral part of the Group's operations and culture, implementing, to this end suitable information, communication and training processes and promoting the adoption of remuneration and disciplinary systems that incentivise proper risk management and discourage behaviour contrary to the principles dictated by such processes;

• ensures that the Internal Control and Risk Management System is capable of rapidly responding to significant risks arising both within the Group, as well as from changes to the environment in which the Group operates.

12.2. CHIEF INTERNAL AUDITOR

The role of the Chief Internal Auditor of Webuild was, on May 14, 2014, conferred by the Board of Directors to Francesco Albieri. Subsequently, on November 12, 2016, Francesco Albieri was assigned the role of the Internal Audit & Compliance Director, following the organisational change that merged the Internal Audit and Compliance functions into one Department.

The Internal Audit & Compliance Director is in charge of the structure that has been appointed a "thirdlevel" control activity. By this, we mean the independent assessment of the overall structure and functioning of the Internal Control and Risk Management System, including by means of monitoring of line controls.

As the person ultimately responsible for the Internal Audit function, the Internal Audit & Compliance Director is appointed through a formal mandate, to carry out the activities falling within his area of responsibility, pursuant to the Corporate Governance Code 2018 and the 2020 Corporate Governance Code, both on a continuous basis and according to specific needs and in full compliance with international standards relating to the role.

The last update of the Mandate was approved by the Board of Directors on 14 October 2020.

The Board of Directors also resolved on the remuneration due for the performance of the abovementioned function, consistently with company policies.

Said appointment and relevant remuneration is resolved upon proposal of the Chief Executive Officer, having received the approval of the Risk, Control and Sustainability Committee and having consulted the Board of Statutory Auditors.

The Chief Internal Auditor, according to the provisions of the Corporate Governance Code 2018 and the 2020 Corporate Governance Code:

a) verifies, both on an ongoing basis, and in relation to specific needs and in compliance with international standards, the functioning and suitability of the Internal Control and Risk Management System, through an audit plan, approved by the Board of Directors, based on a structured process of analysis and prioritisation of the key risks;
b) reports directly to the Board of Directors and is not in charge of any business areas;
c) has direct access to all the functions and information needed to carry out his duties;
d) has adequate means to perform the assigned function;
e) prepares periodic reports containing adequate information concerning his activities, the way in which risk management is performed, as well as compliance with the plans defined for their containment. The periodic reports contain an assessment of the adequacy of the Internal Control and Risk Management System;
f) also at the request of the control body, promptly prepares additional reports and memorandums on issues and events of particular importance;
g) simultaneously transmits the reports referred to in points e) and f) to the Chairman of the Board of Directors, of the Risk, Control and Sustainability Committee, of the Board of Statutory Auditors and to the Chief Executive Officer, without prejudice to cases in which the object of said relations specifically concerns the activities of said subjects;
h) verifies, within the scope of the audit plan, the reliability of information systems, including accounting systems.

The structure of the Internal Audit function is composed of persons with different levels of professional experience and suited to the fulfilment of their duties. Under the budget assigned and approved by the Board of Directors, the above function employs external consultants when necessary to fulfil the specific requirements of the audit plan.

In performing the activities under his responsibility, the Chief Internal Auditor had direct access to all the necessary functions and information to carry out his duties, prepared regular reports providing suitable information about his activities and the methods used to manage risk and compliance with risk

containment plans. He also assessed the suitability of the Internal Control and Risk Management system. The Chief Internal Auditor provided timely additional reports and memorandums on issues and events of particular significance, and delivered them, as part of his remit, to the Chairman of the Board of Directors, of the Risk, Control and Sustainability Committee, as well as to Chief Executive Officer and to the other parties involved.

The Internal Audit function carries out a check on the reliability of the information systems each year, including therein the accounting systems. It also carries an annual activity dedicated to the processes related to the Corporate Information technology domain, using internationally accepted control-based frameworks as a reference.

The Internal Audit & Compliance Director is financially independent with his own budget approved each year by the Board of Directors after consulting the Risk, Control and Sustainability Committee.

Moreover, the Internal Audit & Compliance Director works together with the other control bodies, as explained in Section 12.7 below.

12.3. ORGANISATION MODEL pursuant to Italian Legislative Decree 231/2001

Since January 29, 2003, the Company has adopted the "Organisation, Management and Control Model" required by Art. 6 of Italian Legislative Decree 231/01, based on the Confindustria guidelines, approved on March 7, 2002.

The Model, in the years following the first-time adoption, has been constantly updated due to the changes concerning the crimes to be included, but also as a result of the company organisational changes that have occurred in the meantime, the update of the "Areas of activities at risk" and in compliance with the evolution of best practices promoted by Confindustria and by Associazione Nazionale Costruttori Edili (ANCE).

The "Organisation, Management and Control Model", whose current version was approved by the Board of Directors of Webuild on October 14, 2020, is available, as regards the General part, on the Company's website www.webuildgroup.com, in the "Governance - Internal Control and Risk Management System - Organisational Model" section.

Said update has been deemed as necessary in order to align the provisions with the legislative developments, which occurred with respect to the previous approval in November 2018, in relation to the introduction to the perimeter of responsibilities connected with the possible perpetration of Tax Crimes, further Crimes against the Public Administration (Fraud in public supplies) and Crimes of Contraband.

In order to comply with the specific provisions of Italian Legislative Decree 231/01 and considering the analysis of the company's situation and activities potentially at risk of offence, the following offences are considered relevant and therefore specifically examined in the Model: offences committed when dealing with the public administration, forgery of coins, public credit notes and revenue stamps, corporate crimes, terrorist acts or subversion of the democratic order, crimes against the individual, market abuse and international crimes, handling of stolen goods, money laundering and its use, assets or other illegally gained goods, crimes against safety in the workplace, cybercrimes and the unlawful processing of data, organised crime, induction to not make statements or to make false statements to judicial authorities, counterfeiting, crimes against industry and trade, copyright crimes, environmental crimes, employment of illegally staying third-country nationals, offenses relating to undue incitement to give or promise anything of value and corruption between individuals (as reformulated by Italian Legislative Decree 38/2017 with the introduction of the instigation to corruption) self-laundering, false accounting and crimes of illegal intermediation and exploitation of labour ("illegal hiring").

On September 12, 2006, the Board of Directors set the number of members of the Supervisory Body as per Art. 6 of Italian Legislative Decree 231/2001 at three, in line with the provisions of the Organisation, Management and Control Model (previously, the Board had been monocratic, in the person of the Internal Control Supervisor). Currently, the composition of the Supervisory Body makes provision for a member within the Company, identified in the person of the Chief Internal Auditor, and two professionals from outside the Company, identified on the basis of specific competences in the legal field or with in-depth knowledge of the construction sector and of corporate organisation. The Board provided for the corresponding appointments, most recently on July 25, 2018, for three years and therefore until approval by the Board of Directors of the half-yearly financial report at June 30, 2021. In accordance with the Model, the Chairman of the Supervisory Body is identified from the members not belonging to Company

personnel. The Supervisory Body is composed of persons with specific expertise in inspections, analyses of control systems and legal issues (in particular, criminal proceedings), to ensure the presence of the necessary professionals suited to performing the relevant duties. The Board of Directors decided not to assign the Board of Statutory Auditors the functions of the Supervisory Body.

	CURRENT SUPERVISORY BODY
Ugo Lecis	Chairman	External expert
Giacomo Marazzi	Member	External expert
Francesco Albieri	Member	Chief Internal Auditor

Lane Industries Incorporated – the only subsidiary of strategic relevance at the date of this Report - is a US company and, therefore, not subject to the provisions of Italian Legislative Decree 231/2001.

The "Code of Ethics", the current version of which has been approved by the Webuild Board on April 12, 2017, is an integral part of the Model (available on the website www.webuildgroup.com, in the "Governance – Internal Control and Risk Management System - Code of Ethics" section.

12.4. ANTI-CORRUPTION MODEL

In compliance with the Code of Ethics and in accordance with the tenth principle of the Global Compact on the basis of which "companies undertake to fight all forms of corruption, including extortion and bribery", Webuild's fight against corruption is embodied in the Anti-Corruption Compliance System.

To this end, on June 16, 2014, the Company implemented the Anti-Corruption Compliance System, which summarises the commitment to the principles introduced by the anti-corruption laws and by international Best Practices.

The Model has been most recently updated and approved by the Board of Directors of Webuild on December 15, 2018.

It provides a systematic framework of reference of the regulatory instruments and policies on anticorruption, which Webuild intends to pursue in order to prevent active and passive corruption, in particular, for offers or requests for money, advantages and/or other benefits, or payments, made or received, by anyone acting in the name or on behalf of the Company in relation to business activities, ensuring compliance with anti-corruption legislation. The System thus intends to act as a guide in dealing with any risks of corruption that may arise during the course of business activities.

The System has undergone an analysis by an external certifying body and from July 2017, Webuild obtained the UNI ISO 37001:2016 certification "Anti-bribery Management System" that complies with the highest international standards for the prevention of corruption and transparent business management. The Anti-Corruption Compliance System is based on the Anti-Corruption Model and the Guidelines defining roles and responsibilities of subjects involved in the management of processes at risk of corruption as well as the relative control systems. In order to ensure assistance and consultation on matters of Anti-Corruption, the Webuild Compliance Function is responsible for giving specific information and explaining issues concerning the Model and Anti-Corruption laws of Italy or of the countries in which the Group operates.

The Company has also adopted a specific Whistleblowing Platform allowing the employees, co-operators, consultants, suppliers and any other third party involved with Webuild to submit, including in anonymous form, reports about alleged or known violations of applicable laws or regulations, of the Code of Ethics, of the Anti-Corruption Model and/or of the Organisation, Management and Control Model, pursuant to Italian Legislative Decree 231/01.

The scope of application of the Anti-Corruption Compliance System refers to Webuild, which promotes its adoption by the companies or entities (consortia, joint ventures, etc.) whom it is part of.

12.5. INDEPENDENT AUDITORS

Based on the reasoned opinion of the Board of Statutory Auditors, at the end of a selection process overseen by the Board itself through the examination of the offers submitted by some of the main players of the statutory audit field, the Company's Shareholders' Meeting held on April 30, 2015, appointed KPMG S.p.A. as the Independent Auditors for the period 2015-2023 pursuant to Italian Legislative Decree 39/10 in force at that date.

Webuild and its main subsidiaries have engaged independent auditors to perform the statutory audit of their financial statements and to check that their accounting records are kept correctly as required by the Consolidated Finance Act and the Italian Legislative Decree 39 of January 27, 2010, in the version in force as at the date, as well as of the interim financial reports.

The appointed Independent Auditors exercise accounting control over Webuild, in accordance with the relevant applicable legislation.

As part of the general audit plan for the Group, in addition to the audit engagements assigned pursuant to law, other Group entities have nonetheless engaged the independent auditors on a voluntary basis.

General principles for complying with the requirements provided by European Law on Independent Auditing (EU Regulation 537/2014), also by adopting an internal procedure, have been identified.

As regards the various developments, the new rules revise, in particular, the existing relationships between the Independent Auditors and the Board of Statutory Auditors of the public interest entity, in terms of the time limits and responsibilities concerning the authorisation procedures for Audit and Non-Audit engagements. Special attention is dedicated to Non-Audit Services, each of which, except for tasks forbidden by the applicable law or services which may compromise the independence of the Auditor, may be assigned to the Independent Auditors only after the authorisation of the Board of Statutory Auditors pursuant to the Webuild procedure adopted for the assignation of these tasks.

A monitoring system for Non-Audit tasks appointed to the Independent Auditor and its Network has been adopted, in order to safeguard all the above, as provided by the EU Regulation 537/2014.

12.6. FINANCIAL REPORTING MANAGER AND OTHER COMPANY ROLES AND FUNCTIONS

Article 27) of the Bylaws requires that the Board appoints, and removes from office, after consulting the Board of Statutory Auditors, a Financial Reporting Manager, setting his term of office and fee. The candidates chosen must have at least three years' experience in: (a) administration and finance or administration and control or management functions with responsibility for financial, accounting and control matters, with companies that have a share capital of at least €2 million or consortia of joint-stock companies that have a total share capital of at least €2 million or (b) legal, economic or financial aspects closely related to the company's ¹⁵activities; or (c) management functions in a state body or public administration office active in the credit, financial or insurance sectors or in sectors closely related to that of the Company.

The position of Financial Reporting Manager pursuant to Art. 154-bis of the Consolidated Finance Act is currently held, on a permanent basis, by the General Manager Corporate & Finance Massimo Ferrari, who was granted all the powers and authority required to effectively carry out his functions and duties, with spending power within the budget limits approved from time to time and, most recently, by the Board of Directors' meeting held on March 19, 2021, deemed adequate by the Financial Reporting Manager.

The Board of Directors granted powers to Massimo Ferrari, and specifically, the power to:
directly access all information required to produce accounting data;
use internal communication channels with no limits, that ensure a correct intra-group exchange of information;
independently organise his unit in terms of both human and technical resources (materials, IT and any other resources);
independently define and adopt administrative and accounting procedures, also by availing of the assistance of other company functions;
assess and modify company policies, procedures and organisational structures that may relate to administrative and accounting processes;
participate in Board and Committee meetings, especially those which discuss issues related to the activities and responsibilities of the Financial Reporting Manager;
engage external consultants, when necessary for specific company needs;
interact with employees with control duties and exchange information to ensure the ongoing mapping of risks and processes and proper monitoring of the correct operation of administrative and accounting procedures.

The fields and areas of activity strictly pertaining to those exercised by the Company are those pursuant to Art. 30, last Par. of the Bylaws (which states: "As required by Art. 1, Par. 2, letters b) and c) and Par. 3 of Italian Ministerial Decree 162 of March 30, 2000, the fields (legal, economic, financial and technical-scientific) and the sectors serving areas of engineering, geology, construction of public and private works, building, and construction in general") are considered strictly relevant to the scope of activities of the Company.¹⁵

On February 25, 2015, the Board approved the Guidelines of the design of administrative, accounting and risk assessment processes pursuant to Italian Law 262/2005, further updated with resolution of January 18, 2017. Recent organisational changes at Group level have involved the need to update the Guidelines both for the General and the Special Parts. On February 26, 2021, the Board approved the revision of the Guidelines of the design of administrative, accounting and risk assessment processes pursuant to Italian Law 262/05.

The Financial Reporting Manager assigned a specific mandate to the Internal Audit Function to carry out tests regarding the adequacy of administrative-accounting procedures.

The Board, lastly on March 19, 2021, expressed its positive opinion on the adequacy of the powers and means of the Financial Reporting Manager as well as on the effective respect of the administrative and accounting procedures set up by the latter.

12.7. COOPERATION BETWEEN PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

In order to maximise the efficiency of the internal control and risk management system and reduce duplication of activities, the Guidelines of the Internal Control & Risk Management System envisage a timely methods of coordination and information flows among those involved in said system. In particular, it is envisaged that:

Risk, Control and Sustainability Committee meetings are to be attended by the Chairman of the Board of Statutory Auditors or another Auditor appointed by him (with the possibility for other members of the control body to participate), the Financial Reporting Manager, the Internal Audit & Compliance Director and the Group Risk Officer. The Chairman of the Board of Directors, Chief Executive Officer, managers, consultants, the Independent Auditors as well as any other subject whose presence is considered by the Committee to be suitable for the specific items to be discussed.
the Chief Internal Auditor periodically reports on his activities to the Risk, Control and Sustainability Committee, so that the latter can inform the Board;
the Chief Internal Auditor promptly transmits and, normally, also to the Risk Owners and others involved in the Internal Control and Risk Management System, the reports prepared at the end of the audit in order to allow the above-mentioned persons to promptly take the necessary actions within their competence to control the risks that emerged;
the Chief Compliance Officer, the Chief Internal Auditor and the Group Risk Officer liaise with each other in carrying out the audits, also through the mutual sharing of work plans and information, taking into consideration the existing complementary aspects.

13. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS

The Company has adopted a procedure for related party transactions.

This procedure was amended, most recently, on July 29, 2020, by virtue of the board resolution adopted, pursuant to the applicable legislation, based on the prior favourable opinion issued by the members of the Committee for Related-Party Transactions currently in office, as well as by additional independent directors present at that point, and based on a prior evaluation of compliance with the principles of the Consob Regulation on Related Party Transactions expressed by the Board of Statutory Auditors.

The Procedure (available on the website www.webuildgroup.com in the "Governance - Documents" section) aims to define the rules, methods and principles aimed at ensuring the transparency and substantive and procedural correctness of Related Party Transactions carried out by the Issuer, either directly or via its subsidiaries.

To carry out the tasks and functions envisaged by the Consob Regulation on Related Party Transactions, the Board of Directors, most recently by means of resolution of May 9, 2018 has set up a Committee for Related-Party Transactions, whose current composition is as follows.

		CURRENT COMMITTEE FOR RELATED-PARTY TRANSACTIONS
Giuseppe Marazzita	Chairman	non-executive Independent Director
Ferdinando Parente	Member	non-executive Independent Director
Giuseppina Capaldo	Member	non-executive Independent Director

Pursuant to Art. 26 of the Company Bylaws, the Committee for Related-Party Transactions is composed of three Independent Directors, of whom: the first member chosen from the Independent Directors drawn from the list that obtained the highest number of votes and listed in the first five on said list, to whom the functions of Committee Chairman are attributed; (ii) the second member to be chosen from the Independent Directors taken from the list that obtained the highest number of votes and listed among the next nine members ofsaid list; and (iii) the third member to be chosen from the Independent Directors drawn from the minority list. If, at the time of appointment of the Board of Directors, a minority list has not been presented, the remaining member is chosen from the Independent Directors drawn from the list that obtained the highest number of votes and listed among the second nine on said list.

* * * * *

The Board meeting of March 12, 2007, resolved that, without prejudice to the provisions of Art. 2391 of the Italian Civil Code, directors with interests, either directly or on behalf of third parties, in a corporate transaction to be approved by the Board of Directors or Executive Committee, where established, may participate in the related discussions and vote thereon as said investment represents a reason for taking a responsible decision about a transaction about which the director may have greater knowledge than the other directors; however, the Board of Directors or Executive Committee, where established, may ask from time to time that these directors leave the meeting during the discussion.

At the date of this Report, a revision of the Procedure for Transactions with Related Parties is under way for the purposes of its adjustment into line with the amendments to Consob Regulation 17221/2010, in turn resulting from the acknowledgement of the European directive on shareholders rights (Shareholder Rights Directive 2).

14. APPOINTMENT OF THE STATUTORY AUDITORS

Article 30) of Webuild's Bylaws requires that the Shareholders' Meeting elects a Board of Statutory Auditors, consisting of three standing and two alternate statutory auditors.

As regards the composition of the list for the appointment of the Board of Statutory Auditors, specific agreements are in place between the majority shareholder Salini Costruttori and CDPE, as reported in the Key Information published on the Company's website¹⁶ .

The Statutory Auditors must meet the requirements prescribed by law, the Bylaws and other applicable provisions.

The Board of Statutory Auditors is appointed, in accordance with the applicable legislation governing gender balance, based on lists submitted by the shareholders according to the methods and in respect of the limits indicated in the Bylaws. Candidates shall be listed in numerical order in each list. Lists have two sections: one for the candidate for the office of statutory auditor and one for the candidate for the office

¹⁶ In particular, the Agreement with CDPE requires, starting from the next renewal of the Board of Statutory Auditors which will be presented for approval of the shareholders at the next meeting: (i) Salini Costruttori to designate 1 (one) statutory auditor and 1 (one) alternate auditor; (ii) CDPE to designate 1 (one) statutory auditor; and (ii) the minorities to designate 1 (one) statutory auditor (which will be the Chairman of the Board of Statutory Auditors) and 1 (one) alternate auditor, it remaining understood that, where the minorities do not present a list, having carried out the necessary formalities to allow said parties to present their candidacy during the shareholders' meeting called to resolve on the renewal of the Board of Statutory Auditors, the Chairman will also be drawn from the majority list, from the candidates designated by Salini Costruttori. For more details, please see the Key Information.

of alternate auditor. They shall include at least one candidate for each position and may comprise up to a maximum of three candidates for the office of statutory auditor and up to two for the office of alternate auditor.

Lists submitted by the shareholders are filed at the Company's registered office to be available for public consultation as indicated in the notice calling the Shareholders' Meeting. They shall be filed at least twenty-five days before the date of first call of the meeting, unless other mandatory terms are established by legislative and regulatory provisions.

The lists that present a total number of candidates equal to or greater than three must be composed of candidates belonging to both genders, so that a composition of the Board of Statutory Auditors is ensured in compliance with the following provisions of this Statute, in compliance with the currently in force relating to the balance between genders, both as regards candidates for the office of Standing Auditor and as regards candidates for the office of Alternate Auditor.

Shareholders, shareholders forming part of significant shareholder agreements as per Art. 122 of the Consolidated Finance Act, the Parent, subsidiaries and jointly controlled entities as per Art. 93 of the Consolidated Finance Act may not present, or be involved in presenting, also via trustees or nominees, more than one list. Nor can they vote, also via trustees or nominees, for more than one list. Moreover, each candidate may only be present in one list in order to be eligible. Acceptances or votes breaching such prohibition shall not be assigned to any list.

Only those shareholders that, either individually or together with other shareholders, at the time of presentation of the list, hold the total equity investment necessary for presenting the lists regarding the election of the members of the Company's Board of Directors are entitled to present lists (see Section 4.1 of this Report).

With each list, and within the time-frame described earlier, shareholders must deposit: (i) information about the identity of the shareholders who presented the lists; (ii) statements whereby each candidate accepts their candidature and states, under their own responsibility, the non-existence of any reasons for ineligibility or incompatibility and the existence of the requirements set out in the provisions in force for the relevant offices, including therein compliance with the limits on the maximum number of positions that can be held under the current law and regulations; (iii) a CV of each candidate in which their professional and personal profiles are detailed exhaustively, as well as (iv) any other information required by the applicable law or regulations indicated in the notice calling the Shareholders' Meeting.

Lists submitted that do not meet the above requirements will be treated as if they had not been submitted.

Candidates who are ineligible or incompatible or who do not meet the requirements established by the applicable laws and regulations or hold more offices than the maximum limits established in the applicable laws and regulations cannot be included in the lists.

Statutory Auditors are elected as follows:

two Statutory Auditors and one Alternate Auditor are taken from the list that obtains the highest number of votes in the shareholders' meeting, according to the numerical sequence in which they are listed in the sections of the list;
the remaining Statutory Auditor and the remaining Alternate Auditor are taken from the second list that receives the highest number of votes and which has been submitted and voted on by parties who are unconnected, directly or indirectly, with the reference shareholders, pursuant to Art. 148, Par. 2 of the Consolidated Finance Act, according to the numerical sequence in which the candidates are listed in the sections of this list ("Minority list"). If two lists receive the same amount of votes, the elected candidates shall be taken from the list submitted by the shareholders holding the largest ownership stake or, subordinately, from the list submitted by the largest number of shareholders.

If the above method does not ensure the composition of the Board of Statutory Auditors in accordance with the applicable legislation on gender equality, the elected candidates shall be substituted accordingly using the list that obtained the most votes, according to the numerical sequence in which the candidates are listed.

When the list system is not used, shareholders elect statutory auditors by majority vote, without prejudice to observance of the applicable legislation on gender balance.

The candidate listed first on the Minority List shall serve as Chairman of the Board of Statutory Auditors. Statutory Auditors shall cease to hold office in the cases set forth in the applicable laws and regulations and whenever they no longer meet the requirements for election prescribed by these Bylaws.

When one of the Statutory Auditors needs to be replaced, the Alternate Auditor from the same list is coopted. If both the Standing and Alternate Auditors from the Minority List are no longer in office, the vacancy shall be filled by the candidate listed next on that list or, if not available, by the first candidate on the Minority List that obtained the second largest number of votes.

In all cases, the replacement procedure detailed above must ensure that the composition of the Board of Statutory Auditors complies with the applicable legislation on gender balance.

The Shareholders' Meeting held pursuant to Art. 2401, Par. 1, of the Italian Civil Code, shall elect or replace Statutory Auditors in compliance with the principle of necessary representation of minorities, and in compliance with the applicable legislation on gender balance.

Outgoing Statutory Auditors may be re-elected.

As required by Art. 1, Par. 2, letters b) and c) and Par. 3 of Italian Ministerial Decree 162 of March 30, 2000, the fields (legal, economic, financial and technical-scientific) and the sectors serving areas of engineering, geology, construction of public and private works, building, and construction in general are considered strictly relevant to the scope of activities of the Company.

15. COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS

The Shareholders' Meeting of Webuild of May 4, 2020 appointed the Board of Statutory Auditors for a term of three Financial Years, and therefore, until the date of the Shareholders' Meeting called to approve the Financial Statements for the year ended December 31, 2022, based on the applications submitted through the following two lists.

		LISTS FOR RENEWAL OF BOARD OF STATUTORY AUDITORS (presented at the Meeting of April 27, 2017)
Subject submitting the list	no. shares - list submission % of ord. share cap.	Candidates of the list	% vote (of the voting capital)
Salini Costruttori and CDP Equity S.p.A.	568,061,257 63.67%	Statutory Auditors 1. Roberto Cassader 2. Paola Simonelli Alternate Auditors 1. Chiara Segala *	86.439%
Law Firm Trevisan & Associati 17	11,176,329 1.25271%	Statutory Auditors 1. Giacinto Gaetano Sarubbi Alternate Auditors 2. Stefania Mancino	13.362%

* Candidate selected in compliance with the provisions of the Art. 30 of the Bylaws (see Section 13). Pursuant to this Art., the candidate for Statutory Auditor elected from the minority list, Giacinto Gaetano Sarubbi, has assumed the responsibilities of Chairman of the Board of Statutory Auditors.

Further information concerning the composition of the Board of Statutory Auditors at the end of the Financial Year, can be found in Table 2 attached to this Report.

As regards the professional profiles, please see the Company's website www.webuildgroup.com in the "Governance – Board of Statutory Auditors" section.

* * * * *

¹⁷ For the Shareholders: (1) Arca Fondi SGR S.p.A. manager of the funds: Fondo Arca Economia Reale Bilanciato Italia 30, Fondo Arca Azioni Italia; (2) Eurizon Capital S.A. manager of the fund Eurizon Fund comparti: Active Allocation, Equity Small Mid Cap Europe, Top European Research; (3) Eurizon Capital SGR S.p.A. manager of the funds: Eurizon Progetto Italia 20, Eurizon PIR Italia 30, Eurizon Azioni Internazionali, Eurizon Azioni Area Euro, Eurizon Azioni Europa, Eurizon Progetto Italia 70, Eurizon PIR Italia Azioni, Eurizon Azioni PMI Italia, Eurizon Progetto Italia 40; (4) Fideuram Investimenti SGR S.p.A. manager of the funds: Piano Azioni Italia, Piano Bilanciato Italia 30, Piano Bilanciato Italia 50; (5) Kairos Partners SGR S.p.A. management company of Kairos International SICAV comparto Italia; (6) Mediolanum Gestione Fondi SGR S.p.A. manager of the fund Mediolanum Flessibile Sviluppo Italia; (7) Mediolanum International – Challenge Funds – Challenge Italian Equity; (8) Pramerica SGR S.p.A. manager of the funds : Pramerica MITO 25 and MITO 50.

The Board of Statutory Auditors is convened as required and meetings are not scheduled for each financial year.

During the Financial Year, there were 20 meetings of the Board of Statutory Auditors, some of which were held jointly with the Risk, Control and Sustainability Committee, with an average duration of 1 hours and 39 minutes.

Further information concerning the percentage attendance of each member of the Board of Statutory Auditors at the meetings held during the Financial Year is shown in the Table 2 attached to this Report.

Up until today's date, 7 meetings have been held during the financial year, some of which were held jointly with the Risk, Control and Sustainability Committee.

DIVERSITY POLICIES IN THE COMPOSITION OF THE BOARD OF STATUTORY AUDITORS

Without prejudice to the content of Par. 4.2 regarding the Diversity Policies of the board members, with regard to the methods for defining the aforesaid Diversity Policies in the formation of the Board of Statutory Auditors, the Company adheres to the following methodology:

verification and internal self-evaluation by the Board of Statutory Auditors as to its composition and functioning, considering the aspects relevant to gender, age and educational and professional background diversity;
sharing the results of said self-evaluation with the Board of Directors;
evaluation by the Board of Directors of the adoption of possible ad-hoc policies, based on what was submitted by the Board of Statutory Auditors.

Gender diversity

The composition of the Board of Statutory Auditors, at the date of this Report, complies with the provisions of the current law with regard to gender quotas of the Board of Statutory Auditors (Italian Law 160/2019).

The Company introduced to Art. 30 of its Bylaws specific provisions aiming at ensuring a balanced composition of the Board of Statutory Auditors in terms of gender.

At the time of renewal of said body, the Board of Directors also recommends to the Shareholders, in the Directors' Report on the items on the agenda, the submission of lists which take into account the provisions and indications on the matter of gender diversity.

In the light of the above and having taken into account the indications of the Board of Statutory Auditors within its self-evaluation for the Financial Year, no additional policies on gender diversity have been adopted.

Age diversity

In relation to age diversity, in view of the indications of the Board of Statutory Auditors within the context of its self-evaluation relating to the Financial Year - from which it appears that the Board of Statutory Auditors is adequate in relation to age diversity - no ad-hoc policy has been adopted on the matter.

Educational and professional background diversity

Taking into account the indications of the Board of Statutory Auditors within the context of its selfevaluation relevant to the Financial Year - from which it appears that the Board of Statutory Auditors is adequately composed in relation to the professional competences held by its members, also pursuant to Art. 2397 of the Italian Civil Code and Art. 148 of the Consolidated Finance Act - no ad-hoc policy has been adopted on the matter.

* * * * *

On May 4, 2020, after the appointment of the Board of Statutory Auditors by the Meeting on the same day, the Board of Statutory Auditors confirmed that it met the independence requirements set out by Art. 148 of the Consolidated Finance Act and the Application Criterion 8.C.1. of the Corporate Governance Code 2018 for each Statutory Auditor, communicating it to the Board of Directors for the purposes of the necessary determinations and the related market disclosure (see the Press Release of May 4, 2020, press release of May 4, 2020, published on the Company's website www.webuildgroup.com in the "Media - Press Releases" section.

After its shareholders' meeting appointment, most recently on March 17, 2021, the Board of Statutory Auditors confirmed that each statutory auditor met said requirements, pursuant to Art. 148 of the Consolidated Finance Act and Recommendation 7 of the 2020 Corporate Governance Code.

The Board of Statutory Auditors applied all the criteria set out in the Corporate Governance Code 2018, as regards the financial year 2020, and the 2020 Corporate Governance Code, as regards the financial year 2021, in carrying out the above evaluations. As concerns, in particular, the independence requirement of the Statutory Auditor Alessandro Trotter, in office until May 4, 2020, for whom, already during the Year 2018, nine years of office have passed since the first appointment for the Board of Statutory Auditors of the Issuer, the Board of Statutory Auditors has applied the principle of the prevalence of substance over the form, acknowledging the independence stated by said statutory auditor, during the annual verification.

* * * * *

As regards Induction, please see what has been reported by the Board of Directors (Par. 4.2 of this Report).

* * * * *

Pursuant to Application Criterion 8.C.4 of the Corporate Governance Code 2018 (and Recommendation 30 of the 2020 Corporate Governance Code), the Statutory Auditors' remuneration makes provision for compensation appropriate for the expertise, professional skill and commitment required, the significance of the role covered as well as the dimensions and sector characteristics of the Issuer and its situation.

The Company complies with Application Criterion 8.C.4 of the Code of Conduct (and Recommendation 37 of the Corporate Governance Code) whereby statutory auditors who, either directly or on behalf of third parties, have an interest in a specific transaction shall promptly and comprehensively inform the other statutory auditors and the Chairman of the Board of the nature, terms, origin and scope of their interest.

In the meetings of the Board of Statutory Auditors held during the year, the Statutory Auditors met the Independent Auditors who described the scope of their appointment, their responsibilities of the auditors, as well as the activities carried out for Webuild and the group companies that have engaged them. The independent auditors shall confirm their independence in written form to the Board of Statutory Auditors, pursuant to current laws and regulations.

The Board of Statutory Auditors, in carrying out its activity, coordinated with the Internal Audit function and with the Risk, Control and Sustainability Committee, participating with the Chief Internal Auditor in the meetings held by the aforementioned Committee. The Chief Internal Auditor also participated in several meetings of the Board of Statutory Auditors, where his activities were examined.

16. INVESTOR RELATIONS

The Company believes that it is in its interests - and also that it has a duty to the market - to have ongoing dialogue with its shareholders and institutional investors based on a common understanding of their roles. Such dialogue, nonetheless, is carried on in respect of the procedure for the processing of relevant and privileged information and the internal procedures for market communications, in order to ensure that investors and potential investors have the right to receive the same information for taking prudent investment decisions.

Therefore, the function currently known as the Investor Relations unit was set up in July 2001, which reports to the head of the Investor Relations unit (currently Amarilda Karaj) whose specific duties include managing relations with investors. The Investor Relator has a dedicated e-mail address for receiving communications and requests from shareholders (i [email protected]).

A section relating to relations with shareholders, called "Investor Relations" ("Investitori" in the Italian site), is also active on the company's website www.webuildgroup.com, containing all the significant information for shareholders, so that they can exercise their rights in an informed manner.

At the date of this Report, activities are under way for the drafting of the policy for the management of dialogue with shareholders in general, pursuant to Recommendation 3 of the 2020 Corporate Governance Code.

17. SHAREHOLDERS' MEETINGS

The main provisions of the Bylaws concerning the Shareholders' Meetings of Webuild are reported below.

ARTICLE 12 – Meetings can be called at different locations from the registered office, in Italy.

Ordinary meetings are called every year within one hundred and twenty days of the reporting date and, at the very latest, within one hundred and eighty days if the legal conditions for doing so are met.

Ordinary and extraordinary meetings are also called whenever the Board of Directors deems it suitable and when provided for by law. It also takes the authorisation decisions provided by the procedure for Related Party Transactions adopted by the Company, including therein urgent decisions in compliance with the simplified methods permitted by the applicable regulations on that matter.

ARTICLES 13 and 13-bis) - Each ordinary share gives the right to one vote. This Art. introduces, albeit in deferred mode, as better detailed below, an increase in the voting rights attributed to ordinary shares. In particular:

(a) consistently with the provisions of Art. 127-quinquies of the Consolidated Finance Act, the increase in voting rights will accrue if the ordinary share belongs to the same subject, based on an actual right that legitimately entitles the holder to exercise the voting right (full ownership with right to vote or bare ownership with right to vote or usufruct with voting right), for a continuous period of at least 24 months and this situation is certified by the continuous registration, for a period of at least 24 months, in the special list duly established by the Issuer pursuant to Art. 143-quater of the Consob Issuers' Regulation and the new Bylaws;

(b) without prejudice to the above, the provision regarding the increased voting rights and the establishing and maintenance of the special list will enter into force from (and not before) the expiry of the 36th month after November 12, 2019 (date of execution of the Share capital increase), or if before, the date on which the Board of Directors has ascertained the full completion of Progetto Italia pursuant to the Bylaws.

Therefore, the establishment of the specific list pursuant to Art. 127-quinquies, Par. 2, of the Consolidated Finance Act and the effectiveness of the continuous period of 24 months envisaged for the accrual of the increased voting rights will only apply from (and not before) the date referred to in previous letter (b).

ARTICLE 14 – Each holder of a right to vote who is eligible to attend a Shareholders' Meeting can be represented at the Shareholders' Meeting by means of a written proxy given to another party, pursuant to the law.

The Chairman of the Shareholders' Meeting is responsible for verifying the validity of the proxies and the rights of those present to attend the Meeting.

The Company, in availing itself of the right provided by law, does not appoint the representative pursuant to Art. 135-undecies of the Consolidated Finance Act, except where the Board of Directors, for a given shareholders' meeting, has resolved this appointment, providing information on it in the call notice of the relevant shareholders' meeting.

ARTICLE 15 – Both ordinary and extraordinary Shareholders' Meetings shall be constituted and pass resolutions according to the law. The conditions for electing members of the Board of Directors and the Board of Statutory Auditors are set out respectively by articles 20 and 30 of the Bylaws, (Sections 4 and 13 of this Report).

ARTICLE 16 – The Shareholders' Meeting shall be convened by a notice to be published under the terms and conditions of the law. The Ordinary and Extraordinary Shareholders' Meeting shall take place in a single call, unless the Board of Directors, for a given Shareholders' Meeting, has resolved to specify the date for the second and, possibly, third call, providing such information in the call notice.

ARTICLES 17 – 18 – 19 – The Shareholders' Meeting is chaired by the Chairman of the Board of Directors, or in his absence, by one of the Deputy Chairmen. If this is not possible, the Shareholders' Meeting appoints a chairman from among the directors or shareholders present.

The Chairman of the Shareholders' Meeting has full powers to verify the eligibility of holders of voting rights to attend the meeting and, more specifically, (i) the validity of proxies, (ii) ascertain whether the Shareholders' Meeting is regularly constituted and with the required quorum for passing resolutions, manage and govern the proceedings and establish the procedures for voting and appointing one or more vote-counters.

The Shareholders' Meeting appoints a secretary who need not be a shareholder.

Resolutions are recorded in minutes entered in a special register signed by the Chairman, the Secretary and the vote-counters, if appointed.

The minutes of the Shareholders' Meeting, if drawn up by a Notary (public), are subsequently recorded in the aforementioned register.

With regard to the ordinary and extraordinary Shareholders' Meeting held on May 4, 2020, the Board of Directors submitted their reports on all the items on the respective agenda and the Issuer's controlling shareholder (Salini Costruttori) presented together with CDPE the list for the renewal of the Board of Statutory Auditors as well as a proposal regarding the definition of the compensation of this.

* * * * *

The Company makes available the "Regulation of Shareholders' Meetings" on the website www.webuildgroup.com, in the "Governance - Shareholders' Meeting" section, aiming to ensure the orderly conduct of Meetings, with respect to each shareholder's fundamental right to request clarifications about matters on the agenda, to express his/her opinion and make proposals.

On March 12, 2021, the Board of Directors resolved to submit to the next Shareholders' Meeting on April 30, 2021, some amendments to the above Regulation in order to align the same to the more recent market practices.

For further details, please refer to the Directors' Report, published, within the terms prescribed by the current regulations, on the company's website, www.webuildgroup.com, in the "Governance - Shareholders' Meeting" section, in relation to the next Shareholders' Meeting of April 30, 2021, and to the new text of the Shareholders' Meeting Regulation attached to the same.

The Ordinary and Extraordinary Shareholders' Meeting held on May 4, 2020 via audio-video link, in line with the provisions and procedures aimed at tackling the spread of the Covid-19 pandemic, was attended by 11 Directors (including therein the Chairman and the Chief Executive Officer).

The Board, through the Financial Report and additional Reports prepared on the various items on the agenda, reported, on the activities carried out and planned for the future, and took the necessary steps to ensure that the shareholders receive adequate information about the necessary matters in order to be able to make informed decisions.

In accordance with the current provisions of the Bylaws, changes in the Issuer's market capitalisation during the year did not impair the exercise of the actions or prerogatives designed to protect the minority shareholders.

18. ADDITIONAL CORPORATE GOVERNANCE PRACTICES

Corporate Social Responsibility Department

The Company's current organisational structure includes the Corporate Social Responsibility Department under the Corporate & Finance General Director. This department defines and guarantees the implementation of a Sustainability Plan that adheres to the company's targets and that is consistent with international standards. It also prepares the Consolidated non-financial statement.

Whistleblowing System

With regard to the comment regarding Art. 7 of the Corporate Governance Code 2018, which envisages that "The Committee believes that at least within issuing companies belonging to the FTSE-MIB index there should be an adequate internal control and risk management system that includes an internal

whistleblowing system used by employees to report any irregular behaviour or violations of the applicable laws and regulations and internal procedures (whistleblowing systems), that are in line with the existing national and international best practices, which guarantee a specific and confidential information channel that safeguards the anonymity of the whistleblower", which is done altogether voluntarily - as there is no obligation for the Company to comply, as it is not included in the FTSE-MIB index - and in order to comply with current best practices, having obtained the favourable opinion of the Risk, Control and Sustainability Committee (formerly the Risk and Control Committee), on December 17, 2015, the Board of Directors approved the adoption of a specific system for managing notifications regarding irregular behaviour or violations of the applicable laws and regulations and internal procedures.

On November 15, 2017, the Company updated the procedure "Management of Reports and Investigations" aimed at regulating the processing of the reports received through the whistleblowing channel. The procedure is in line with the provisions of Italian Law 179/2017 and the best practices indicated by Confindustria in its well-known disclosure "The Whistleblowing Regulation".

19. CHANGES SINCE YEAR END

Since the end of the financial year, no changes were made to the Company's corporate governance structure.

20. THE OBSERVATIONS ON THE LETTER OF DECEMBER 22, 2020 OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

The Board of Directors, at the meetings on March 12 and 25, 2021 analysed the recommendations contained in the letter of December 22, 2020 of the Chairman of the Corporate Governance Committee of Borsa Italiana S.p.A., aimed at evaluating the adoption of controls and solutions to ensure better compliance with the provisions of the Corporate Governance Code 2018 / 2020 Corporate Governance Code and/or improved disclosures to be issued regarding the scope of this Report.

The considerations reached by Board of Directors during the aforementioned meeting were as follows:

1. regarding the sustainability of company activities

in relation to the recommendation of the Committee to integrate the sustainability of company activities in the definition of the strategies, internal control and risk management system and remuneration policies, also on the basis of an analysis of the relevance of the factors that can impact the generation of value in the long-term, the Board of Directors agreed to take account of said aspects in the drafting of the guidelines of the 2021-2023 Business Plan, as well as in the definition of the 2020 and 2021 Remuneration Policies, with regards to the sustainability indicators set forth in both the short- and long-term incentive plans.