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Report on Corporate Governance

and Ownership Structure 2025

webuild

Report on Corporate Governance and Ownership

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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: 2025
Date of approval of the Report by the Board of Directors: April 2, 2026

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GLOSSARY...3
INTRODUCTION...5
1. ISSUER PROFILE...6
2. INFORMATION ON OWNERSHIP STRUCTURE (ART. 123-BIS, PAR. 1 OF THE CONSOLIDATED FINANCE ACT)...11
3. COMPLIANCE (pursuant to art. 123-bis, par. 2, letter a), first part of the Consolidated Finance Act)...16
3.1. Compliance with the Code of Corporate Governance...16
4. BOARD OF DIRECTORS...17
4.1. Role of the Board of Directors...17
4.2 Appointment and replacement (pursuant to art. 123-bis, par. 1, letter l), first part of the Consolidated Finance Act)...21
4.3. Composition (pursuant to art. 123-bis, par. 2, letter d) and d-bis) of the Consolidated Finance Act...22
4.4 Operations of the Board of Directors (pursuant to art. 123-bis, par. 2, letter d) of the Consolidated Finance Act)...27
4.5. Role of the Chairman of the Board of Directors...29
4.6. Executive Directors and other functions of the Board of Directors...31
4.7. Independent Directors and Lead Independent Director...32
5. MANAGEMENT OF COMPANY INFORMATION...34
6. BOARD COMMITTEES (pursuant to art. 123-bis, par. 2, letter d) of the Consolidated Finance Act)...35
7. SELF-ASSESSMENT AND SUCCESSION OF THE DIRECTORS - APPOINTMENT COMMITTEE...36
7.1 Self-assessment and succession of the Directors...36
7.2. Remuneration and Appointment Committee...37
8. DIRECTORS' REMUNERATION - REMUNERATION COMMITTEE...40
8.1. Directors' Remuneration...40
8.2. Remuneration Committee...40
9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM – CONTROL AND RISK COMMITTEE...41
9.1. Chief Executive Officer...46
9.2. Risk, Control and Sustainability Committee...47
9.3. Head of the Internal Audit Function...50
9.4. Organisational Model pursuant to Italian Legislative Decree 231/2001...51
9.5. Anti-Corruption Model...52
9.6. Auditor...53
9.7. Manager in charge of financial reporting and other company roles and functions...54
9.8. Cooperation between parties involved in the operation of the Internal Control and Risk Management System...55
10. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS...56
11. BOARD OF STATUTORY AUDITORS...58
11.1. Appointment and substitution...58
11.2. Composition and operations (pursuant to art. 123-bis, par. 2, letters d) and d-bis) of the Consolidated Finance Act)...59
12. INVESTOR RELATIONS AND OTHER RELEVANT STAKEHOLDERS...63
13. SHAREHOLDERS' MEETINGS (art. 123-bis, par. 1, letter l), and par. 2, letter c) of the Consolidated Finance Act)...65
14. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (art. 123-bis, par. 2, letter a), second part of the Consolidated Finance Act)...67
15. CHANGES SINCE YEAR END...67
16. COMMENTS ON THE LETTER OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE...67

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GLOSSARY

Borsa Italiana	Borsa Italiana S.p.A.
Code of Corporate Governance or CG Code	the Code of Corporate Governance of listed companies (January 2020 edition) approved by the Corporate Governance Committee and promoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonime and Confindustria, and made available to the public on the website of the Corporate Governance Committee.
Italian Civil Code	the Italian Civil Code.
Control Committee	the Risk, Control and Sustainability Committee of the Company.
Board or Board of Directors	the Board of Directors of the Company.
Sustainability Decree	Italian Legislative Decree no. 125 of 6 September 2024 of the transposition of Directive (EU) 2464/2022 also known as Corporate Sustainability Reporting Directive (CSRD) which reforms the regulations on corporate sustainability reporting.
Special List	the list established by the Company, by resolution of the Board of Directors of 25 March 2022, to record those parties that intend to benefit of the special voting rights. For more information, please refer to the Increased Voting Rights Regulation.
Issuer or Webuild or Company	Webuild S.p.A., a joint-stock company incorporated under Italian law, with registered office in Rozzano (MI), Centro Direzionale Milanofiori, Strada 6, Palazzo L, share capital € 600,000,000.00, Tax Code and Milan-Monza Brianza-Lodi Business Register number 00830660155, a company subject to the management and coordination of Salini Costruttori S.p.A.
Year	the 2025 year to which the Report refers.
ESG	Environmental, Social, Governance
ESRS	the sustainability reporting principles defined in the Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023.
Group	jointly the Issuer and the companies that fall under the scope of consolidation of the latter.
Key Information	document drafted in accordance with art. 122 of the Consolidated Finance Act and art. 130 of the Consob Issuers’ Regulation and published, in accordance with law, on the website in the Governance - Other documents Section, providing key information on the Salini/CDPE Shareholders’ Agreement, as described in Chapter 2 – Information on the Ownership Structure.
Recc.	Recommendation of the Code of Corporate Governance.
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 (as subsequently amended) concerning markets.
Consob Related-Party Regulation	the Regulation issued by Consob with Resolution No. 17221 of 12 March 2010 (as subsequently amended) concerning related party transactions.
Increased Voting Rights Regulation	the Regulation approved by the Board of Directors on 25 March 2022 (published on the Website in the Investors - Shareholders and Capital - Increased Voting Rights Section) for the purpose of regulating the methods for registering, maintaining and updating the Special List, pursuant to art. 127-quinquies, par. 2 of the Consolidated Finance Act and art. 13, 13-bis and 13-ter of the Bylaws, in compliance with the provisions of art. 143-quater of the Consob Issuers’ Regulation, in which the holders of the Legitimising Real Right who intend to benefit from the increased voting right are required to register in order to obtain this increase.
Report	this report on corporate governance and ownership structure drafted pursuant to art. 123-bis of the Consolidated Finance Act made available on the Website, in the Governance - Corporate Governance Report Section and in the Governance - Shareholders’ Meeting Section in relation to

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| 2026 Remuneration Report | the upcoming Shareholders' Meeting of 29 April 2026 for the approval of the financial statements as of 31 December 2025.

Report on the Policy on remuneration and compensation paid, drafted pursuant to art. 123-ter of the Consolidated Finance Act, in compliance with art. 84-quater and Annex 3A, Schedule 7-bis and 7-ter of the Consob Issuers' Regulation and made available on the Website, Governance – Remuneration Section and in the Governance – Shareholders’ Meeting Section relating to the next Shareholders' Meeting of 29 April 2026 called to approve the financial statements as at 31 December 2025. |
| --- | --- |
| Salini S.p.A. | Salini S.p.A., an unlisted joint-stock company incorporated under Italian law, with Salini Costruttori S.p.A. as sole shareholder, with registered office in Milan, Via del Lauro No. 3, share capital € 10,000,000.00, tax code and Milan-Monza Brianza-Lodi Business Register number 12090500963. Salini Costruttori has conferred to this Company the entire investment held by the same in Webuild S.p.A. (with deed drafted by Andrea De Costa, Notary Public, on 3 December 2021, Ref. 12665, Vol. 6818, filed on 9 December 2021). |
| Salini Costruttori S.p.A. or Salini Costruttori | Salini Costruttori S.p.A., unlisted a joint-stock company incorporated under Italian law, with registered office in Milan, Via del Lauro No. 3, share capital € 62,400,000.00, Tax Code and Milan-Monza Brianza-Lodi Business Register number 00436420582. Company that exercises management and coordination activities over Webuild S.p.A. and that indirectly controls the same, through its wholly-owned subsidiary Salini S.p.A.. |
| Website | Webuild S.p.A. official website www.webuildgroup.com. |
| Bylaws: | the Bylaws of Webuild S.p.A. in force at the date of this report and available on the Website, Governance - Bylaws Section. |
| Consolidated Finance Act or TUF | Italian Legislative Decree No. 58, 24 February 1998 (as subsequently amended and supplemented). |

Unless otherwise indicated, the definitions of the CG Code must be understood to be referred to, in regard to: Directors, Executive Directors, Independent Directors, Significant Shareholder, Chief Executive Officer (CEO), Administrative Body, Control Body, Business Plan, Company with Concentrated Ownership, Large Company, Sustainable Success, Top Management.

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INTRODUCTION

This Report, drafted based on the latest format prepared by Borsa Italiana (X Edition – December 2024), 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 well-structured 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.

This Report was approved by the Board of Directors on April 2, 2026.

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1. ISSUER PROFILE

General profile

Webuild S.p.A. is an issuer with shares listed on Euronext Milan, organised and managed by Borsa Italiana (Euronext Group).

Webuild is a global leader in the design and building of large-scale complex infrastructures for sustainable mobility, hydroelectric energy, water management and production and green buildings.

The Group is one of the international leaders in Italy, Australia, Europe and the United States, with a consolidated presence in about 50 countries, with about 95,000 people including direct and third parties employees. With 120 years of engineering applied to over 3,700 projects, Webuild boasts a track record that includes the construction of 14,581 km of railways and metros, 82,708 km of roads and motorways, 1,023 km of bridges and viaducts, 3,466 km of tunnels, 320 dams and hydroelectric plants.

The most well-known projects completed include the expansion of the Panama Canal, the Long Beach International Gateway bridge in California, the Third Bosphorus Bridge in Turkey and the San Giorgio Bridge of Genoa, the skytrain viaduct of the North-West metropolitan line in Sydney, the Kingdom Center skyscraper in Riyadh in Saudi Arabia, the metro systems of Copenhagen, Paris, Rome, Milan, Doha and Riyadh.

During 2025, over 24 new contracts were awarded, bringing the number of projects in progress worldwide to 150. During the year, 20 major projects were also delivered, including: the Grand Ethiopian Renaissance Dam (GERD), the largest hydroelectric project in Africa; the Riachuelo Environmental Remediation Plant – Lot 2 in Argentina; the two Archaeological Stations Colosseo/Fori Imperiali and Porta Metronia on Line C of the Rome Metro.

The projects underway include the New Genoa Foranea Dam, the Brenner Base Tunnel, Line C of the Rome Metro, the high-capacity line between Genoa and Milan, railway sections on the Naples-Bari high-speed and Palermo-Catania-Messina high-capacity lines and the Snowy 2.0 hydroelectric project in Australia.

The 2025 Top 250 International Contractors ranking, published by Engineering News-Record (ENR) based on the revenues generated by companies outside their domestic markets in 2024, saw Webuild further strengthen its position across major global infrastructure segments.

The Group confirmed its position as the world's number one in the water sector, maintaining its decades-long leadership in the dedicated ENR ranking, which includes dams, water systems and treatment plants. In this area, Webuild also stands out for the robustness of its expertise in drainage and wastewater/stormwater treatment systems (Sanitary & Storm Sewers), where it ranks 7th globally, reaffirming the Group's strategic role in developing resilient and climate-adaptive infrastructure.

In the sustainable mobility sector, Webuild consolidates its presence by placing 10th in the Transportation category, which includes major railway, metro, and mass transit infrastructure, supporting regional connectivity and the transition toward low-emission mobility models.

Overall, Webuild records a significant strengthening of its geographic positioning in key markets such as Australia, where it rises to 3rd place in the national ENR ranking, underscoring the Group's growing relevance in the country's main development programs.

For Webuild, the clean hydro energy and clean water sectors represent a significant portion of the Group's revenues, equal to 25% of the total as at 31 December 2025, largely fuelled by the progress of technically challenging hydroelectric projects that serve as best practices worldwide for their rate of innovation, such as Snowy 2.0, the largest project for the production of renewable energy in Australia carried out together with the Australian subsidiary Clough, and the Grand Ethiopian Renaissance Dam (GERD) in Ethiopia, completed in 2025, the largest dam in Africa. The subsidiary Fisia Italimpianti also contributes to these results, serving over 20 million people with desalination plants, especially in the Middle East. The desalination of seawater is one of the most promising methods to solve the critical issue of water scarcity, allowing the supply of clean and drinking water, for daily and public use, for industrial processes, for sanitary uses and more.

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The US-based Lane is strengthening the Group in implementing a number of projects aimed at ensuring the modernisation and expansion of the road infrastructure system in the USA, from Florida to Virginia, from North Carolina to South Carolina.

At the end of 2025, the Group posted a record new orders with € 13.2 billion of projects acquired, of which more than 90% were acquired in key geographies with a low risk profile.

The solid order backlog, the robust growth achieved in recent years, the strengthened financial structure, the disciplined contract management, and the Group's leadership position in its key markets—which enables it to benefit from the increase in public infrastructure investments represented a decisive element in the upgrade of its rating from "BB" to "BB+", with a Stable Outlook, by the agencies Fitch Ratings and S&P Global Ratings.

In the month of June 2025, Webuild successfully issued a new bond, for a total of € 450 million with maturities in 2031. In addition to accelerating the rescheduling of debt maturities set between 2025 and 2026 and managing them well in advance, these placements confirmed the strong appreciation of the Group's solid financial positioning by the international and domestic financial community.

Pillars of the corporate identity and organisational structure

The purpose of the Company is aimed at creating value, from improving people's lives to building valuable relationships as partners for a sustainable future. Each of Webuild's values underlies the business model and the growth strategy and is made operational in practice with binding documents such as the Code of Ethics and the Code of Conduct for Suppliers. The value system focuses on "respect" for the people, communities and territories in which the Group operates, the safeguard of people's health and safety, the leveraging and inclusion of all diversity, the ability to innovate sustainably as well as "excellence", understood as application and development of engineering know-how and techniques. In recent years, Webuild has strengthened the organisational structure, with in-depth interventions on the corporate culture and on the active involvement of the main decision-making and operational levels, to ensure optimal monitoring of all core processes, from planning to bidding and execution. This control is guaranteed by a centralised governance system, articulated through the Corporate "Competence Centre": these ensure, on the one hand, the application of best practices and Group Guidelines to all subsidiaries and, on the other, the optimisation of operational skills and synergies along the entire value chain, also overseeing reputational risks and brand value and always orienting activities towards the pursuit of sustainability objectives.

Responsible and sustainable business model

Sustainability is a fundamental component of Webuild's business model, fully integrated into the Group's strategy in which the environmental, social and governance (ESG) objectives are reflected in all its activities.

This, along with an unwavering ethic and a collaborative and transparent approach to ongoing relations with all stakeholders, allows the Company to combine the creation of economic value for shareholders, investors and customers with the generation of social and environmental value for the employees and stakeholders of the regions in which it operates; contributing to advancing 11 of the 17 Sustainable Development Goals (SDGs) defined by the United Nations.

The Group's commitment to achieving the sustainable development objectives is confirmed by the ESG Plan for 2025 approved by the Board of Directors on 14 March 2024, with which the Group set increasingly challenging objectives that are able to respond more tangibly to the growing requests posed by global challenges, further consolidating the ambition to contribute to achieving the SDGs.¹ Throughout 2026, the Company will formulate a new Industrial Plan and the related ESG Plan.

The effectiveness of the ESG controls put in place by the Group is confirmed by many awards and independent ratings assigned to the Company, which allowed it to be included in the MIB® ESG Index, the ESG sustainability index reserved to Italian blue-chip launched by Borsa Italiana (Euronext Group), which

¹ On ESG issues, see also the press release of 15 March 2024.

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includes the 40 most important Italian listed companies based on their effective commitment in terms of environmental, social and governance sustainability.

Among the most significant achievements in this area, it is worth noting that in 2025 Webuild was included in the CDP Climate Change A List, receiving an “A” rating, the highest score awarded by CDP (formerly Carbon Disclosure Project). This recognition follows the Company’s prior inclusion in the 2024 CDP Supplier Engagement Assessment A List, which assigned Webuild the top rating for its commitment to managing climate-related impacts across the value chain.

Furthermore, in 2025 Webuild confirmed its “Gold” rating from EcoVadis, placing the Company among the world’s leading performers in environmental, social and governance practices, with a position of excellence within the infrastructure sector.

Webuild also continued to receive strong evaluations from other ESG rating agencies, including an “AA” rating from MSCI ESG Ratings and a “B- Prime” level rating from ISS-ESG.

The Company’s current organisational structure includes the Corporate Social Responsibility Department under the Corporate and Finance General Manager. This department specifies 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 Sustainability Report.

Furthermore, 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 standards for governance and citizenship.

The Company has adopted a business management and organization Model based on a system of principles (Code of Ethics, Suppliers’ Code of Conduct, Policies²) and management and control instruments (risk management, Models, procedures, controls) aimed at monitoring the significant ESG issues, in line with the regulations applied in the various countries in which it operates, as well as with main international standards and Guidelines.

On these issues, Webuild is one of the signatories of the Global Compact of the United Nations, the largest global sustainability initiative that commits companies to align their activities and strategies with ten universally recognised principles in terms of human rights, labour, the environment and fight against corruption.

In addition to certified Quality, Health and Safety, Environmental management systems, the Company has adopted a certified anti-corruption management system (see Section 9.5), an additional and important tool for implementing the Company’s ICRMS, which aims at strengthening some prevention protocols already in place 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.

As of December 2023, the Company has further enhanced its governance policies with the approval of the Antitrust Guidelines, the first element in the creation of an antitrust management system that is consistent with the guidelines of the Italian Competition and Market Authority.

Furthermore, the Company is committed to ensuring respect for human rights in compliance with the principles stated in the International Charter of Human Rights, the Fundamental Conventions of the International Labour Organization, the United Nations Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. This commitment is also reflected in the Modern Slavery Statement, last approved by the Board on 14 May 2025, which outlines the measures taken by Webuild to address the risks of modern slavery in its operations and supply chain.

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 For the Code of Ethics, see Section 9.4. The Suppliers’ Code of Conduct and Corporate Policies are published on the Company’s Website in the “Sustainability-Organisation and Policies” Section.

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Detailed information on sustainability - outlined by the ESRS reporting principles defined by EFRAG and endorsed by the European Commission with Regulation 2023/2772 of 31 July 2023 - is provided as part of the Consolidated Sustainability Report approved by the Board of Directors of the Company at the meeting of 11 March 2026, made available on the Website, in the Governance - Shareholders' Meeting Section in relation to the next Shareholders' Meeting of 29 April 2026 for the approval of the financial statements as at 31 December 2025, to which reference is made.

For quick reference, the Sections of the Consolidated Sustainability Report containing the information required by the ESRs on corporate governance are provided below, as indicated in the Format of the Borsa Italiana (10th Edition - December 2024).

ESRS	CONSOLIDATED SUSTAINABILITY REPORTING SECTION
ESRS 2 GOV-1 Role of the administrative, management and supervisory bodies
Par. 19, 20, 21, 22, 23, Appendices A RA 3, A RA 4 and A RA 5	General Information Section
Chapter Role of the administrative, management and supervisory bodies and information provided to the administrative, management and supervisory bodies of the company and sustainability issues addressed by them
ESRS 2 GOV-2 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies
Par. 24 and 26	General Information Section
Chapter Role of the administrative, management and supervisory bodies and information provided to the administrative, management and supervisory bodies of the company and sustainability issues addressed by them
ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes
Par. 27 and 29	General Information Section
Chapter Integration of sustainability-related performance in incentive schemes
ESRS 2 GOV-5 Risk management and internal controls over sustainability reporting
Par. 34, 36 and Appendix A RA 11	General Information Section
Chapter Risk management and internal controls over sustainability reporting
ESRS 2 SBM-2 Interests and views of stakeholders
Par. 43, 45 and Appendix A - RA 16	General Information Section
Chapter Interests and views of stakeholders
ESRS G1 Business conduct	General Information Section
Chapter Policies adopted to manage significant sustainability issues
	Governance Information Section
Chapter Policies on Governance Information; Paragraph Actions of the Chapters Business Conduct and Supplier Relationship Management;

The Company, at the date of this Report:

is not included in the definition of SME (Small and Medium Enterprises) pursuant to art. 1, par. 1, letter w-quater 1) of the Consolidated Finance Act and art. 2-ter of the Consob Issuers' Regulation (or the transitional regime provided for by art. 44-bis, par. 2 of Italian Decree Law No. 76/2020 converted with Italian Law No. 120/2020);
is included in the definition of "large company" of the CG Code, taking into account the capitalisation of the previous three calendar years;
is included in the definition of "company with concentrated ownership" of the CG Code, by virtue of the Salini/CDPE Shareholders' Agreement and the relevant understandings referred to Section 2 "Shareholders' Agreements" below.

The company did not intend to make use of the flexibility options envisaged by the CG Code for companies with concentrated ownership, as shown below.

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CG CODE	FLEXIBILITY OPTION
Recc. 16 CG Code	Possibility of giving the functions of the appointment committee to the administrative body.
The Company did not intend to apply this right, having assigned this function to the Remuneration and Appointment Committee set up, most recently, on 24 April 2024 (see Section 7.2)
Recc. 22 CG Code	Possibility of not carrying out an annual board evaluation.
The Company has chosen not to use this right to date, having carried out an annual board evaluation for each financial year from 2020 to 2025. With regard to the year 2023, the board evaluation was carried out in view of the renewal of the Board of Directors as required for all companies, including those with concentrated ownership (see Section 7.1).
Recc. 23 CG Code	Possibility not to provide guidelines on the quantitative and qualitative composition of the Board of Directors, in view of each renewal of this, and consequently not to ask the shareholders for specific information, in the documentation presented for the filing of the list, about compliance of the list with the guidelines provided by the administrative body.
To date, the Company has not intended to apply this right, having formulated a specific guidance in view, most recently, of the renewal of the Board of Directors by the Shareholders' Meeting of 24 April 2024. The guidance was made available to the shareholders on 7 March 2024 (at the end of the Board of Directors that approved said guidance) and, therefore, 8 days in advance of the calling the Shareholders' Meeting, a deadline considered in any case reasonable by the Board itself, also having regard to the continuity of its content with respect to the guidance for the previous three-year period.

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

Share capital structure

(art. 123-bis, par. 1, letter a) of the Consolidated Finance Act)

Restrictions on the transfer of securities

(art. 123-bis, par. 1, letter b) of the Consolidated Finance Act)

Significant investments in share capital

(art. 123-bis, par. 1, letter c) of the Consolidated Finance Act)

Securities that confer special rights

(art. 123-bis, par. 1, letter d) of the Consolidated Finance Act)

Employees share ownership

(art. 123-bis, par. 1, letter a) of the Consolidated Finance Act)

Restriction on voting rights

(art. 123-bis, par. 1, letter f) of the Consolidated Finance Act)

Shareholders' agreements

(art. 123-bis, par. 1, letter g) of the Consolidated Finance Act)

See Diagrams 1, 2 and 3 below.

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

Shareholders with investments exceeding 3% of the total number of voting rights of the Issuer were, at the date of this Report, as shown in Scheme 4 below.

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

Articles 13 and 13-bis of the Bylaws provide for the mechanism of increased voting rights (double voting) if: (a) the share belongs to the same party, by virtue of a legitimate real right, for a continuous period of at least 24 months, and (b) this is attested by the continuous registration, for a period of at least 24 months, in the Special List established by the Company.

For more details, please refer to the Increased Voting Rights Regulation. With regard to the shareholders registered in the increased voting register at the date of this Report, please refer to Charts 5 and 6 below.

There are no employee share ownership schemes in place.

The Bylaws do not include restrictions on voting rights of ordinary shares, terms imposed for exercising voting rights, nor even 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 have voting rights at the ordinary shareholders' meetings.

At the date of this Report, the Issuer is aware of the following shareholders' agreements:

Shareholders' Agreement Salini/CDPE.

The agreement executed on 29 February 2024 (date of signature of the last signatory) between Salini S.p.A., CDP Equity S.p.A. ("CDPE") and, limited to certain provisions, Salini Costruttori, Webuild, and Pietro Salini personally, in his capacity as shareholder of Salini Simonpietro e C S.A.p.A., by which said parties have: (i) consensually and definitively terminated the agreement signed on 2 August 2019, subsequently supplemented and amended on 4 November and 26 December 2019 - to which, as from 21 February 2022, Salini S.p.A. adhered following the contribution to the latter, by Salini Costruttori, of the entire shareholding held by the latter in Webuild - relating to the respective shareholding in the share capital and corporate governance of Webuild and (ii) simultaneously signed - as regards Salini S.p.A, CDPE and Pietro Salini - a new shareholders' agreement concerning, inter alia, certain of the Issuer's corporate governance rules, instrumental to Webuild's participation in the process of modernising the Country's infrastructure, to which part of the investments set out in the National Recovery and Resilience Plan are aimed.

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Change of control clauses
(art. 123-bis, par. 1, letter h) of the Consolidated Finance Act)

The Shareholders’ Agreement will remain valid and effective until the third anniversary from the aforementioned date of subscription and at its expiry it will be automatically renewed from time to time for further periods of 3 (three) years, unless cancelled.
For more details, reference should be made to the Key Information, which can be found on the website in the Governance - Other documents Section.

Shareholders’ Agreements Salini Costruttori/Salini.

The agreement executed on 26 July 2024 and entered into force on 23 November 2024, containing shareholders’ agreements relating to ordinary shares of Salini Costruttori and Salini S.p.A., which mainly envisage voting commitments regarding the composition of their corporate bodies. The subject matter of the shareholders’ agreements are all the shares of Salini Costruttori held by the signatories of the agreement that are shareholders of this company, representing about 90.09% of the share capital of Salini Costruttori. The provisions of the agreement relating to the above shall remain effective for a period of three years from 23 November 2024. For more details, please refer to Excerpt pursuant to art. 122 of Consolidated Finance Act and art. 129 of Consob Issuers’ Regulation published on the Website in the Governance - Other documents Section.

The Issuer and its subsidiaries, in pursuing their own strategic goals, have entered into some agreements of a financial or contract nature, 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 are available for consultation in English on the website of the Euronext Stock Exchange (www.euronext.com/en), as well as on the Website in the Investor Relations - Debt and Rating - Bond Issues Section.

Provisions of the Bylaws on takeover bids

(art. 104, par. 1-ter and 104-bis, par. 1 of the Consolidated Finance Act)

The Bylaws do not provide for exceptions regarding the passivity rule and the application of the breakthrough rules.

Delegated powers regarding share capital increases

(art. 123-bis, par. 1, letter m) of the Consolidated Finance Act)

The Bylaws do not provide for delegated powers regarding share capital increases.

Authorisations to purchase treasury shares

(art. 123-bis, par. 1, letter m) of the Consolidated Finance Act)

The Ordinary Shareholders’ Meeting of the Company of 16 April 2025 agreed to authorise the purchase (for 18 months) and sale (without time limits) of treasury shares, after revoking the previous resolution of 24 April 2024, for the part that remained to be carried out.
The communications on purchases made, published on a weekly and monthly basis in accordance with the regulations in force, in the Shareholders and Share Capital - Treasury Shares Section.
The next Shareholders’ Meeting of 29 April 2026 is called to rule on the renewal of the authorisation, as per the Report drawn up pursuant to art. 73 of the Consob Issuers’ Regulation and published on the Website in the Governance - Shareholders’ Meeting Section.
For further detailed information, please refer to Charts 7 and 8 below.

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Management and coordination (art. 2497 et seq. Italian Civil Code)

Other information

Webuild is subject to management and coordination by Salini Costruttori.

As a result of the above, pursuant to art. 16 Consob Market Regulations, the Control Committee and the Remuneration and Appointment Committee are composed exclusively of independent directors.

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 provided in Paragraph 3.5 of the 2025 Remuneration Report;
art. 123-bis, par. 1, letter l), first part of the Consolidated Finance Act ("the rules applicable to the appointment and replacement of directors ... if different to those provided for by law and regulations applicable on a substitute basis") is provided in Section 4.2 below;
art. 123-bis, par. 1, letter l), second part of the Consolidated Finance Act ("the rules applicable ... to the amendment to the Bylaws, if different from those provided for by laws and regulations applicable on a substitute basis") is provided in Section 13 below.

SCHEME 1 - SHARE CAPITAL STRUCTURE AT THE DATE OF THIS REPORT

Share capital € 600,000,000.00 fully subscribed and paid-up. The Company's shares have no nominal value, are indivisible, registered (bearer, as to saving shares) and issued, in dematerialised form, in the centralised management system of Monte Titoli S.p.A.

	No. of shares	No. of voting rights	Listing Market	Rights and Obligations
Ordinary shares with single vote ISIN: IT0003865570	485,366,342	485,366,342	Euronext Milan	Voting right in Ordinary and Extraordinary Shareholders' Meetings of the Company. Other rights provided by the applicable provisions of the law and of the Bylaws.
Ordinary shares with increased voting rights ISIN: IT0005491763	532,320,591	1,064,641,182	Euronext Milan
Preference shares	0	0
Multiple-vote shares	0	0
Other categories of shares with voting rights	0	0
TOTAL ORDINARY SHARES	1,017,686,933	1,550,007,524	-	-
Saving shares 3 ISIN: IT0003865588	1,615,491	1,615,491	Euronext Milan	Voting right in special shareholders' meetings of the sector. Other rights provided by legal provisions and the Company's Bylaws (art. 8 and 34).
Other categories of shares without voting rights	0	0
TOTAL ORDINARY AND SAVINGS SHARES	1,019,302,424	-	-	-

SCHEME 2 - OTHER FINANCIAL INSTRUMENTS AS AT THE DATE OF THIS REPORT

granting the right to subscribe newly issued shares

	Listed/Unlisted	No. instruments in circulation	Category of shares servicing the year	No. shares servicing the year
2020-2030 Antidilutive Warrants4 ISIN IT0005454423	unlisted	77,063,540	Ordinary shares	77,063,540

3 The Special Meeting of the Saving Shareholders held on 18 June 2025 appointed Stella d'Atri as the Common Representative of the holders of saving shares.
4 These Warrants issued as part of the partial proportional spin-off of Astaldi S.p.A. into Webuild S.p.A. ("Spin-off"). The exercise of the same is permitted only following the issue of new ordinary shares by Webuild in favour of the Unexpected Unsecured Creditors of Astaris

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SCHEME 3 - EXERCISE OF ANTIDILUTIVE WARRANTS AT THE DATE OF THIS REPORT

no. warrants issued	% of warrants that can be exercised	no. warrants that can be exercised	no. warrants exercised	no. of shares issued
80,738,448	5.8907042%	4,756,063	3,674,908	3,674,908

SCHEME 4 - INVESTMENTS EXCEEDING 3% OF THE VOTING RIGHTS AT THE DATE OF THIS REPORT

Declarant	Direct shareholder	no. of shares	% of ordinary share capital	no. of voting rights	% of voting rights
Pietro Salini	Salini S.p.A.	392,351,587	38.55%	754,878,522	48.70%
	Pietro Salini	1,555,002	0.15%	2,102,563	0.14%
	Athena Partecipazioni S.r.l.5	1,076,156	0.11%	2,152,312	0.14%
	Salini Simonpietro E C. S.a.p.a.6	31,680	0.003%	31,680	0.003%
Intesa Sanpaolo S.p.A.	Intesa Sanpaolo S.p.A.	47,022,720	4.62%	47,022,720	3.03%
Cassa Depositi e Prestiti S.p.A.	CDP Equity S.p.A.	167,555,145	16.47%	335,110,290	21.62%

SCHEME 5 - SHAREHOLDERS WITH A SHAREHOLDING > 3% OF VOTING RIGHTS REGISTERED IN LIST OF INCREASED VOTING RIGHTS THE AT THE DATE OF THIS REPORT

Subsidiaries	Direct shareholder	no. of registered shares	Date of entry in the list	Date of obtaining increased voting	no. of voting rights	% of voting rights
Pietro Salini	Salini S.p.A.	361,685,772	22/04/2022	21/04/2024	723,371,544	46.67%
175,877	05/09/2022	04/09/2024	351,754	0.02%
665,286	06/02/2024	06/02/2026	1,330,572	0.09%
25,000,000	28/04/2025	-	25,000,000	1.61%
4,824,652	24/06/2025	-	4,824,652	0.31%
Total Salini S.p.A.	392,351,587			754,878,522	48.70%
Pietro Salini	545,053	23/05/2022	22/05/2024	1,090,106	0.07%
238	07/09/2022	06/09/2024	476	0.00003%
2,270	06/02/2024	06/02/2026	4,540	0.0003%
1,007,441	25/08/2025	-	1,007,441	0.07%
Total Pietro Salini	1,555,002			2,102,563	0.14%
Athena Partecipazioni S.r.l.	1,069,524	19/05/2022	18/05/2024	2,139,048	0.14%
631	05/09/2022	04/09/2024	1,262	0.0001%
Total Athena	1,076,156	-		2,152,312	0.14%
TOTAL PIETRO SALINI	394,982,745	-	-	759,133,397	48.98%
Cassa Depositi e Prestiti S.p.A.	CDP Equity S.p.A.	166,666,666	29/04/2022	28/04/2024	333,333,332	21.22%
193,931	01/09/2022	31/08/2024	387,862	0.02%
694,548	01/02/2024	01/02/2026	1,389,096	0.09%
TOTAL CDP	167,555,145		-	335,110,290	21.63%

S.p.A. (formerly Astaldi S.p.A.), as defined in the Demerger Plan ("Unexpected Creditors"). Since the year 2022, a total of 574,518 ordinary Webuild shares were issued and assigned to Unexpected Creditors, of which 125,402 in the year 2022, as per market communications of 31 March 2022 and 1 June 2022, and 449,116 in the year 2023, as per market communications of 22 December 2023.
5 Company with sole shareholder Pietro Salini.
6 Company with sole general partner Athena Partecipazioni S.r.l.

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SCHEME 6 - SHAREHOLDERS WITH A SHAREHOLDING < 3% OF VOTING RIGHTS REGISTERED IN LIST OF INCREASED VOTING RIGHTS THE AT THE DATE OF THIS REPORT

no. of registered shareholders	no. of registered shares that obtained increase voting rights	no. of registered shares that did NOT obtain increase voting rights	no. of total voting rights	% of voting rights
8	614,794	20,792	1,250,380	0.08%

SCHEME 7 - PLANS FOR THE PURCHASE AND DISPOSAL OF TREASURY SHARES AS AT THE DATE OF THIS REPORT

Shareholders’ Meeting resolution	Duration program	no. treasury shares purchased	Average purchase price	Ctv purchase	Average sale price	Ctv sale
30.04.2021	from 27.01.2022 to 28.04.2022	9,025,137	1.6640	15,018,675.73	-	-
28.04.2022	from 29.04.2022 to 27.04.2023	7,804,813	1.4631	11,419,394.085	-	-
to 27.04.2023	from 28.04.2023 to 24.04.2024	5,568,369	1.9601	10,914,911.21	-	-
24.04.2024	from 25.04.2024 in progress	2,689,273	2.2424	6,030,563.14	-	-
16.04.2025	from 17.04.2025 in progress	4,086,469	3.1314	12,796,576.04	-	-
TOTAL		29,174,061	1.9257	56,180,120.20	-	-

SCHEME 8 - TOTAL TREASURY SHARES HELD AT THE DATE OF THIS REPORT

	no. treasury shares held	% of ordinary share capital	% of voting rights
Webuild	30,504,906^{7}	3%	1.97%
Subsidiaries included in the scope of consolidation	2,346,581	0.23%	0.15%
TOTAL	32,851,487	3.23%	2.12%

7 This figure includes (i) 29,174,061 shares purchased by the Company as of 30 April 2021 referred to in the table above (including 445,102 shares transferred to the Company as a result of transactions other than purchases) and (ii) 1,330,845 treasury shares already held by the Company prior to 30 April 2021.

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3. COMPLIANCE (pursuant to art. 123-bis, par. 2, letter a), first part of the Consolidated Finance Act)

3.1. Compliance with the Code of Corporate Governance.

On 26 February 2021, the Board of Directors resolved that the Company would comply with the Code of Corporate Governance (January 2020), available to the public on the website of the Corporate Governance Committee at https://www.borsaitaliana.it/comitato-corporate-governance/codice/codice.htm.

In this Report, the Principles and Recommendations of the CG Code relevant to the information provided are set out accordingly.

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 non-Italian legal provisions influencing the Issuer’s corporate governance structure.

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4. BOARD OF DIRECTORS

4.1. Role of the Board of Directors

Pursuant to the current Code of Corporate Governance, the Board of Directors of Webuild has the following tasks and functions.

CG CODE PRINCIPLES	BOARD OF DIRECTORS TASKS AND FUNCTIONS
Principle I	to guide the Issuer pursuing its sustainable success
Principle II	to specify the strategies of the Issuer and its Group in line with the pursuit of sustainable success, monitoring their implementation
Principle III	to define the corporate governance system most suited to carry out the company's business and to pursue its strategies: (i) taking into account the areas of autonomy offered by the legal system; and (ii) where appropriate, evaluating and promoting the appropriate changes, submitting them, when applicable, to the shareholders' meeting
Principle IV	to promote, in the most appropriate forms, the dialogue with shareholders and other stakeholders of the Issuer

In regard to the content of Principles I and II, the Board of Directors of the Company has a key role in ensuring the pursuit of the sustainable success of the Group, reviewing and/or approving in particular the Business Plan, the ESG strategy and the Sustainability Plan (called ESG Plan), the short and long-term incentives, the Consolidated Sustainability Report (an integral part of the Annual Financial Report) as well as, on the proposal of the Chief Executive Officer, the significant projects and initiatives and their progress. On ESG issues, the Board of Directors is supported in particular by the Risk, Control and Sustainability Committee and by the Remuneration and Appointment Committee⁸.

On 14 March 2024, following the finalisation of the 2021-2023 ESG Plan, the Board of Directors approved the new ESG targets to 2025, further consolidating the ambition to contribute to the achievement of the Sustainable Development Goals (SDGs) defined by the United Nations and to the acceleration of the global climate transition.

Throughout 2026, the Company will formulate a new Industrial Plan and the related ESG Plan.

In regard to the additional tasks envisaged by the CG Code, the main activities carried out by the Board of Directors of Webuild during the Year and subsequently, also with reference to the Recommendations provided for by the CG Code itself, are described below.

Activities assigned to the BoD, pursuant to the Recommendations of the CG Code	Activities of Webuild BoD during the Year and thereafter
review and approval of business plan of the Issuer and its Group, also based on the analysis of the issues significant to the generation of long-term value (Recc. 1, letter a of the CG Code)	The Business Plan for 2023-2025 of the Company, including its assumptions and topics relevant to long-term value generation, was reviewed and approved on 16 March 2023 (see also Press Release on the same date). Its approval was preceded by an analysis and in-depth session involving all the members of the Board of Directors, with the participation of the Board of Statutory Auditors. Throughout 2026, the Company will formulate a new Industrial Plan.

Activities assigned to the BoD, pursuant to the Recommendations of the CG Code

Activities of Webuild BoD during the Year and thereafter

review and approval of business plan of the Issuer and its Group, also based on the analysis of the issues significant to the generation of long-term value (Recc. 1, letter a of the CG Code)

The Business Plan for 2023-2025 of the Company, including its assumptions and topics relevant to long-term value generation, was reviewed and approved on 16 March 2023 (see also Press Release on the same date). Its approval was preceded by an analysis and in-depth session involving all the members of the Board of Directors, with the participation of the Board of Statutory Auditors. Throughout 2026, the Company will formulate a new Industrial Plan.

8 The latter in regard to the ESG components of the variable remuneration included in the short and long-term incentive plans, for which reference should be made to the 2025 Remuneration Report.

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Activities assigned to the BoD, pursuant to the Recommendations of the CG Code	Activities of Webuild BoD during the Year and thereafter
	On 13 March 2025, the Board of Directors approved the 2025 Guidance, as reported in the Press Release issued on the same date.
With regard to the 2026 Outlook, reference is made to the assessments conducted by the Board of Directors, as set out in the Press Release issued on 12 March 2026.
With regard to the 2026 Outlook, reference is made to the assessments conducted by the Board of Directors, as set out in the Press Release issued on 12 March 2026.
regular monitoring of the implementation of the business plan, as well as assessment of the general management performance, regularly comparing the results achieved with those planned (Recc. 1, letter b of the CG Code)	The Board of Directors, on the basis of the information provided from time to time by the Chief Executive Officer and also through the preliminary activities carried out by the internal Board Committees, periodically assessed and monitored, in particular at the meetings called to review the financial reports and additional information disclosed to the market, the general management performance, also with respect to the planned objectives.
definition of the nature and level of risk compatible with the strategic objectives of the Issuer, including, in its assessments, all the elements that may be significant in view of the Issuer’s sustainable success (Recc. 1, letter c of the CG Code)	The Board of Directors, after preliminary assessment by the Risk, Control and Sustainability Committee:
- in February 2025, examined the 2024 Group Risk Assessment containing an update of the assessments of the Top Risks;
- in November 2025, reviewed the follow-up to the 2024 Group Risk Assessment and the progress of the mitigation action plan relating to the Top Risks. The analysis confirmed the effective implementation of targeted risk-mitigation measures.
- in February 2026, reviewed the 2025 Group Risk Assessment, which included an updated evaluation of the Top Risks. The related follow-up is scheduled for October/November 2026, consistent with the previous financial year.
Their performance of the Top Risks is also monitored on the basis of the information provided, from time to time, by the Chief Executive Officer and by the Corporate & Finance General Manager on the main events at the meetings of the Board of Directors and Risk, Control and Sustainability Committee.
definition of the Issuer’s corporate governance system and the structure of the group to which it belongs (Recc. 1, letter d, first part of the CG Code)	The Board of Directors did not consider it necessary or appropriate to develop reasoned proposals for the definition of a corporate governance system more functional to the needs of the company.
assessment of the suitability of the organisational, administrative and accounting structure of the Issuer and its strategic subsidiaries, in particular relating to the internal control and risk management system (Recc. 1, letter d, second part of the CG Code)	During the Year, specifically on 13 March 2025, after the preliminary investigation of the Risk, Control and Sustainability Committee, the Board of Directors, in light of the principal corporate risks (Top Risks) identified within the 2024 Group Risk Assessment, the activities carried out and the findings set out in the reports prepared by the actors of the Internal Control and Risk Management System, the information flows received from the Chief Executive Officer, and the latter’s additional attestation regarding the adequacy, effectiveness and proper functioning of the Internal Control and Risk Management System in relation to the Company’s structure, size and nature of its business, as well as following the preliminary review conducted by the Control, Risk and Sustainability Committee, reviewed and positively assessed the suitability of the organisational, administrative and accounting structure of the Issuer and the subsidiary of strategic importance, Lane Industries Incorporated, in particular with regard to the internal control and risk management system. This positive assessment was confirmed in 2026, on 11 March 2026. See also Section 9.

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Activities assigned to the BoD, pursuant to the Recommendations of the CG Code

Activities of Webuild BoD during the Year and thereafter

decisions regarding the operations of the Issuer and those subsidiaries of significant strategic, economic, equity or financial importance for the Issuer itself, setting the general criteria for identifying the transactions of significant importance (Recc. 1, letter e) of the CG Code)

Pursuant to the Regulation of the Board of Directors and of the Board Committees, recently approved by the Board of Directors on 13 March 2025, in addition to the powers permanently granted to it by the law and by the Bylaws (art. 24), the Board of Directors has the exclusive competence to decide on:

the examination and approval of the Budget, the Group Business Plan and the Commercial Plan/Acquisition Plan;
the completion of all Transactions of Greater Importance not within the competence of the Shareholders' Meeting, as set forth in the procedure for "Governing Related Party Transactions" currently in force and as may be amended in the future;
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 extraordinary transactions of the Company and its subsidiaries with strategic, economic, equity or financial significance for the Company.

During the Year, the Board of Directors has reviewed the operations of the Issuer with significant strategic, economic, patrimonial or financial importance for the Issuer, as identified based on (i) the powers that the Board of Directors has expressly reserved for itself, as set out above, as well as (ii) the assessments made each time by the Chief Executive Officer, in view of not only the strategic, economic, patrimonial or financial significance of the proposed transaction, but also its impact on the risk profile assumed and the generation of value in the long term.

adoption, on the proposal of the Chairman, in agreement with the Chief Executive Officer, of a procedure for the internal management and external communication of documents and information concerning the Issuer, with particular reference to privileged information (Recc. 1, letter f) of the CG Code)

The Company has approved:

the Procedure for the Management of Relevant and Privileged Information and the Associated Registers. On this point, see Section 5.
the Policy for the management of dialogue with investors. On this point, see Section 12.

additional activities carried out by the Board of Directors

A) With regard to sustainability, the Board of Directors during the Year, in light of the provisions of the Sustainability Decree:

(i) examined and approved the relevant topics for the 2024 Consolidated Sustainability Report, as emerged as a result of the double materiality analysis (impact and financial relevance) carried out by the Company;
(ii) defined the governance on Sustainability, with reference to the powers assigned to each relevant body, and consequently updated the ICRMS Guidelines and the Regulations of the Board of Directors and of the Board Committees;
(iii) tasked the Manager in charge of financial reporting with providing the certification relating to the Consolidated Sustainability Report, updating the related powers,
(iv) approved the 2024 Consolidated Sustainability Report; subsequently, in February and March 2026, it:
(v) reviewed and approved the material topics for the 2025 Consolidated Sustainability Reporting, as identified through the double materiality analysis (impact and financial materiality) carried out by the Company;
(vi) approved the Consolidated Sustainability Reporting for the 2025 financial year.

B) With regard to extraordinary transactions, the Board has:

(i) approved the issue of a new bond loan and related liability management transaction concerning the bond loans due

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Activities assigned to the BoD, pursuant to the Recommendations of the CG Code

Activities of Webuild BoD during the Year and thereafter

date in 2025 and 2026. In this regard, see the Press Releases issued on 23 June 2025 and 24 June 2025, as well as the Chief Executive Officer's resolution of 24 June 2025.

C) With regard to Audit and Compliance, the Board:
(i) examined the Audit and Compliance Plan, both for the year 2025 (during which it was also informed on the related performance) and for the year 2026;
(ii) approved the Guideline 'Corporate – Financial and Sustainability Disclosure' replacing the previous 'Group Webuild Guidelines on the design of administrative-accounting processes pursuant to Law 262/05'.

D) With regard to governance, the Board:
(i) examined the results of the 2024 Board Evaluation and initiated the self-assessment process for the year 2025 (the results of which were examined in February 2026);
(ii) on 13 November 2025, appointed by co-optation-upon proposal of CDP Equity S.p.A. (pursuant to the in-force shareholders' agreements) and replacing its resigning Director Francesco Renato Mele—the new non-executive Director Lorenzo lucci, who will remain in office until the next Shareholders' Meeting of 29 April 2026. See, in this regard, the Press Release issued on 14 November 2025;
(iii) defined the governance on Sustainability, as reported above;
(iv) following the periodic review (carried out at least every three years), with a view to the continuous revision and optimisation of the contents of the Company's Procedure for Transactions with Related Parties and the related processes, approved certain updates to the same.

E) With regard to HSE, the Board:
(i) periodically examined the activities of the Company to protect Health and Safety in the workplace, analysing in particular (a) the strategies adopted to better control the risk of accidents; and (b) the Group accident rates.

F) With regard to the Impairment Test, the Board:
(i) examined the impairment test method and the related results.

With regard to the additional powers of the Board of Directors on:
- composition of the Board of Directors, we refer to Section 4.3;
- operations of the Board of Directors, we refer to Section 4.4;
- appointment and self-assessment of the Board of Directors, we refer to Sections 4.2 and 4.3;
- remuneration policy, we refer to Section 8;
- internal control and risk management system, we refer to Section 9.2.

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4.2 Appointment and replacement (pursuant to art. 123-bis, par. 1, letter I), first part of the Consolidated Finance Act)

The main provisions of the Bylaws (art. 20 and 21) relating to the appointment and replacement of the Company's Directors are reported below.

SCOPE	SUMMARY OF THE BYLAWS PROVISIONS (ART. 20 AND 21)
Composition	Board of Directors composed of 15 (fifteen) Directors in compliance with the pro-tempore law and regulatory provisions in force regarding independence and gender balance. With a special reference to the representation of minority shareholders and the number and characteristics of the directors, the Issuer is not subject to further provisions in addition to those of the Consolidated Finance Act.
Term of office Requirements	Not exceeding three years, with the possibility of re-election upon expiry. The current Bylaws do not envisage any requirements for taking (and remaining in) office beyond those prescribed by the pro-tempore law and regulatory provisions in force.
Appointment methods Entitlement for list submission	List voting (when an entire Board of Directors is being appointed).
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.^{9}
Individual shareholders, shareholders forming part of significant shareholders' agreements as per art. 122 of the Consolidated Finance Act, the parent companies, subsidiaries and jointly controlled entities as per art. 93 of the Consolidated Finance Act cannot present, or be involved in presenting, either directly or through third parties or trustee companies, more than one list. They cannot vote, either directly or through third parties or trustee companies, for more than one list.
List formation	The lists are made up of candidates (who may be presented in only one list, under penalty of ineligibility) listed by means of a sequential number, in compliance with the pro-tempore law and regulatory provisions in force regarding independence and gender balance. The lists are accompanied by the additional documentation required by the Bylaws.
Deadlines for list submission	At least 25 (twenty-five) days before the date set for the shareholders' meeting in first call.
Election methods	A) If at least one list has obtained a number of votes representing at least 29% of the share capital with voting rights in the ordinary shareholders' meeting, the directors are drawn from the lists (in the sequential order in which they are listed), as follows:
a) 14 directors from the list that obtained the highest number of votes;
b) 1 director 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.

B) If no list has obtained a number of votes representing at least 29% of the share capital with voting rights in the ordinary shareholders' meeting, the Directors are drawn from all the lists submitted using the quotient method, as detailed in the Bylaws.

For the purpose of the allocation of the Directors to be elected, lists that do not obtain a percentage of votes equal to at least half of 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 independent directors is not ensured or if no list is filed or accepted, the relevant provisions of the Bylaws shall apply in order to ensure the composition of the Board of Directors complies with the pro-tempore regulations in force.
For anything not mentioned herein, please refer to the provisions of art. 20 of the Bylaws. |

9 By Managerial Decision no. 155 of 27 January 2026, 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.

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SCOPE

SUMMARY OF THE BYLAWS PROVISIONS (ART. 20 AND 21)

Chairman

It is the first of the Directors from the list that obtained the highest number of votes.

Deputy Chairman

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.

Replacement Co-optation¹⁰

If 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, ensuring compliance with the pro tempore law and regulatory provisions in force regarding independence and gender balance. 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.

4.3. Composition (pursuant to art. 123-bis, par. 2, letter d) and d-bis) of the Consolidated Finance Act)

The Webuild Shareholders' Meeting held on 24 April 2024, appointed the current Board of Directors for three years and, therefore, until the date of approval of the financial statements at 31 December 2026, based on the applications submitted by means of the following 3 lists.

LISTS FOR THE RENEWAL OF THE BOARD OF DIRECTORS (submitted to the Shareholders' Meeting of 24 April 2024)

Shareholder who submitted the list	No. shares - list submission % of ord. share cap. at the list submission date	Candidates of the list * Candidates elected		% vote (of the voting capital)
Salini S.p.A. e CDP Equity S.p.A.	571.089.521	1. Gian Luca Gregori*	9. Laura Zanetti*	84,78%
56,13%	2. Davide Croff*	10. Francesco Renato Mele*
	3. Moroello Diaz della Vittoria Pallavicini	11. Francesca Fonzi*
	4. Flavia Mazzarella*	12. Paola Fandella*
	5. Teresa Naddeo*	13. Itzik Michael Meghnagi *
	6. Alessandro Salini*	14. Michele Valensise*
	7. Pietro Salini*	15. Luca Massatani
	8. Serena Torielli*
Institutional investors ¹¹	12.378.722	1. Francesco Umile Chiappetta*	4. Michela Costa	11,70%
1,21655%	2. Lucrezia Reichlin	5. Marcella Elvira Antonietta Logli
	3. Paolo Boccardelli
Inarcassa	23.026.026	1. Paolo Simioni		3,02%
2,263%	2. Saskia Elisabeth Christina Kunst

Subsequently, following the resignation submitted by the non-executive and non-independent Director Francesco Renato Mele, the Board of Directors, at its meeting held on 13 November 2025, proceeded to appoint, by co-optation, Mr. Lorenzo Lucci as Director, who shall remain in office until the next Shareholders' Meeting scheduled for 29 April 2026.

¹⁰ With regard to the role of the Board of Directors and the Board committees in the self-assessment, appointment and replacement of the Directors, we refer to Section 7.
¹¹ The list submitted by Studio legale Trevisan & Associati for the Shareholders: Arca Fondi SGR S.p.A. fund manager of Fondo Arca Azioni Italia, Fondo Arca Economia Reale Bilanciato Italia 30 and Fondo Arca Economia Reale Bilanciato Italia 55; Eurizon Capital S.A. fund manager of Eurizon Fund, departments Italian Equity Opportunities and Active Allocation; Eurizon Capital SGR S.p.A fund manager of Eurizon Step 70 Pir Italia Giugno 2027, Eurizon Italian Fund – Etif, Eurizon PIR Italia 30, Eurizon Progetto Italia 20, Eurizon Progetto Italia 70, Eurizon Azioni Italia, Eurizon Azioni PMI Italia, Eurizon Progetto Italia 40, Eurizon PIR Italia Azioni; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity; Mediolanum Gestione Fondi SGR S.p.A. fund manager of Mediolanum Flessibile Futuro Italia; Fideuram Asset Management Ireland fund manager of Fonditalia Equity Italy; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr S.P.A. fund manager of Fideuram Italia, Piano Bilanciato Italia 50, Piano Bilanciato Italia 30, Piano Azioni Italia; Interfund Sicav - Interfund Equity Italy.

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The Board of Directors appointed and currently in office consists of 15 Directors, of which 1 executive and 14 non-executives, as indicated below.

BOARD OF DIRECTORS IN OFFICE AT THE DATE OF THIS REPORT¹²

		Independence		Executive role	List*
		art. 147 of the Consolidated Finance Act	CG Code
Gian Luca Gregori	Chairman	●	●		M
Pietro Salini	Chief Executive Officer			●	M
Francesco Umile Chiappetta	Director	●	●		m
Davide Croff	Director	●	●		M
Moroello Diaz della Vittoria Pallavicini	Director	●	●		M
Paola Fandella	Director	●	●		M
Francesca Fonzi	Director	●			M
Lorenzo Lucci	Director	●			M
Flavia Mazzarella	Director	●	●		M
Itzik Michael Meghnagi	Director	●	●		M
Teresa Naddeo	Director	●	●		M
Alessandro Salini	Director				M
Serena Torielli	Director	●	●		M
Michele Valensise	Director	●	●		M
Laura Zanetti	Director	●	●		M

M = majority m = minority

All Directors have the necessary level of professionalism and expertise for the tasks assigned to them (Principle V of the CG Code). The number and the expertise of the non-executive directors are such as to ensure they have a significant weight in the adoption of board resolutions and to ensure effective monitoring of operations.

A significant portion of the non-executive directors is also independent both pursuant to the TUF (13 Directors out of a total of 14 non-executive directors) and pursuant to the CG Code (11 Directors out of a total of 14 non-executive directors) (Principle VI of the CG Code).

Since the end of the Year, no further change has been made to the Board of Directors. Further information concerning the composition of the Board of Directors at the end of year is provided in Table 1, in the Annex.

With regard to the professional profile of the Directors in office, please refer to the Website "Governance - Board of Directors" Section.

Diversity criteria and policies in the composition of the Board of Directors and in the corporate organisation.

Pursuant to Principle VII of the CG Code the Company applies diversity criteria, including gender-based, for the composition of the administrative body, with the priority objective of ensuring adequate competence and professionalism of its members.

On 15 March 2018, the Board of Directors of Webuild, also in light of the clarification provided by the Assonime Circular No. 5 of 16 February 2018, has reserved to itself the power to resolve on Diversity Policies 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

¹² The composition of the Board of Directors reflects the provisions of the Investment Agreement, as reported in the Key Information published on the Website of the Company, and in force at the time of the renewal of the Board and of the aforementioned co-optation.

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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 outcome of the Board Evaluation (to be able to understand the Directors' guidelines, with particular regard to the Independent Directors, on gender diversity, age and educational and professional background);
(iii) the guidelines of the Board of Directors to 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, its international vocation and its industrial strategy.

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

Gender diversity.

The provisions of the Bylaws (art. 20 and 30) and the current composition of the Board of Directors are in line with Recc. 8 of the CG Code¹³ and art. 147-ter, par. 1-ter of the Consolidated Finance Act¹⁴, as reported below.

Gender diversity in the current Board of Directors

	Male Gender	Female Gender
no. Directors	9	6
%	60%	40%

In addition to the above-mentioned provisions of the Bylaws, the Board of Directors, on 15 March 2018, decided, as a general principle regarding Diversity Policies:

(i) to take into consideration the aforementioned 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) to assess, during the Board Evaluation, the composition of the Board of Directors, also in regard to gender diversity;
(iii) to recommend to the Shareholders, at the time of the directors' report to the Shareholders on the items on the agenda and/or during the Guidelines pursuant to Recc. 23 of the CG Code, the presentation of lists meeting the applicable rules on gender diversity.

In all these activities, the Board of Directors makes use of the Remuneration and Appointment Committee, which carries out the preliminary investigation and presents its outcome 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 Corporate Governance, in the provisions regarding the composition of the board and its regular 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.

¹³ The Recc. 8 of the CG Code states that “At least one third of the administrative body and the control body, where autonomous, is made up of members of the less represented gender”.

¹⁴ Art. 147-ter, par. 1-ter of the Consolidated Finance Act, as introduced by art. 1, par. 302, of Italian Law No. 160 of 27 December 2019 sets a more stringent criterion than the provisions of the aforementioned Recommendation, requiring that, for six consecutive terms from its entry into force, the less represented gender obtain at least two fifths of the elected directors.

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The current breakdown of the Board, in terms of age, is as follows, for an average age of 60.4 years (with a median of 64) not far from the average values on the market of listed companies.

Age diversity of the current Board of Directors

	40-50 years old	51-60 years old	61-70 years old	> 70 years old
no. Directors	2	4	7	2
%	13.33%	26.67%	46.67%	13.33%

Educational and professional background diversity

Pursuant to Principle V of the CG Code, the administrative 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 Recc. 35 of the CG Code, the Control and Risk 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 or risk management;
pursuant to Recc. 26 of the CG Code, at least one member of the remuneration committee must have adequate knowledge and experience in finance or remuneration policies, to be assessed by the administrative body at the time of 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 Recc. 23 of the CG 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 regular Board Evaluation.

With regard to the Board of Directors in office, the Issuer applies diversity criteria, including gender-based, for the composition of this, in respect of the priority objective of ensuring adequate competence and professionalism of its members (Principle VII of the CG Code).

To achieve this objective, the Board of Directors, also in view of the renewal of the Board of Directors by the Shareholders' Meeting on 24 April 2024, prepared and published, well in advance of the Shareholders' Meeting (8 days in advance, namely on 7 March 2024), the Guidelines to Shareholders on the composition of the Board of Directors, making the express recommendation, addressed to Shareholders, to take into account, in preparing the lists, the provisions of the law on gender balance in corporate bodies (in line with the provisions of Recc. 23 of the CG Code).

The Company shall also ensure the continuous training to Directors on the main issues relating to the activities of the Group (for the specific work/induction sessions held during the Year, please refer to Section 4.5 below).

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

The Issuer also adopts measures aimed at promoting equal treatment and opportunities between genders in its entire company organisation, monitoring their practical implementation (Recc. 8 of the CG Code).

Notably, Webuild is committed to continue to work to create a work environment encouraging the inclusion, recognition and enhancement of all diversity, in line with the provisions of the "Policy on Equal Opportunities, Diversity and Inclusion".

This context includes the initiatives and measures to promote equal treatment and opportunities for all genders, as well as the enhancement of female talent, which take place in three key areas, as stated below.

1. Employer Branding.

Webuild has extended and consolidated its commitment to support scholarships and academic programs for women through a partnership with major universities and national and international bodies, in particular through the following activities.

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Employer Branding activities carried out

attending the Society for Women Engineers (SWE) conference of the Lane subsidiary in the USA for the fifth year in a row. The Society of Women Engineers (SWE) is one of the leading international organizations, bringing together 50,000 members of all genders across 85 countries, and serves as a global reference point for the advancement of women in engineering and technology.
implementation, in partnership with Curtin University, of the 'Girls Engineering Tomorrow Program', an awareness-raising initiative aimed at increasing the visibility of engineering among girls and non-binary students and supporting their pathway toward university engineering studies. The initiative seeks to inspire and connect female students interested in STEM subjects.
provision, in collaboration with the University of Melbourne, Western Sydney University and the University of Queensland, of two scholarships — the 'Webuild Future Leaders Aboriginal and Torres Strait Islander Scholarship' and the 'Webuild Indigenous Engineering Scholarship' — awarded to ATSI (Aboriginal and Torres Strait Islander) students.
awareness-raising on diversity and inclusion issues at the Italian Technical Institutes participating in the 'Build Up' Training and Employment program, which involves approximately 1,000 students each year.

2. Selection and acquisition of human resources.

With reference to the selection process, the principle of equal opportunities is enshrined in the Webuild procedure "Planning, Selection and Acquisition of Human Resources", which expressly states that Webuild "[...] guarantees and promotes equal opportunities in access to employment, excluding any form of discrimination and giving adequate evidence of the criteria and methods adopted in the process of selecting and acquiring human resources [...]".

Notably, in 2025, the "inclusion-oriented selection processes" programme continued, in turn consisting of three sub-programmes, which respectively envisage the presentation of diversity-oriented shortlists (when possible), the assessment of the Working for Inclusion competence described in the Group Leadership Model and the presentation of blind CVs to the Managers involved in the selection, to exclude possible involuntary discrimination at the candidate evaluation stage.

3. Training and development.

With reference to the training process, the principle of equal opportunities is enshrined in the Webuild procedure Management of training, which expressly states that Webuild “[...] guarantees and promotes equal opportunities in the access to training, excluding any form of discrimination and giving adequate evidence of the criteria and methods adopted in the training process [...]”.

In regard to training and development, the Group promotes specific initiatives to monitor the issues of diversity and inclusion.

In 2025, Webuild continued to be a member of Valore D, the Italian association that promotes gender balance and the culture of inclusion, with activities both of training and of communication and networking. The membership has allowed the Company to participate in many training initiatives, including:

mentoring programmes to support managerial growth and strengthen the culture of inclusion;
workshops, labs and training courses aimed at strengthening soft skills, also with a view to supporting the development of leadership skills.

In order to raise awareness of issues related to gender equality, in 2025 Webuild continued its communication and awareness-raising activities, which aim to explore issues related to diversity and gender equality through articles, videos and community-based initiatives.

The promotion of equal opportunities and a culture oriented towards inclusion and the leveraging of diversity continued, also by providing specific training courses on these issues, through the Group's E-Learning platform.

Initiatives dedicated to the promotion of gender equality and support for female leadership have also been implemented abroad. These include the "Elevate" program of the subsidiary Clough dedicated to the development and managerial growth of 5 key female talents.

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The Group's commitment to strengthening a culture of Diversity and Inclusion finally materialised with the continued maintenance, by Webuild S.p.A., of the Certification for Gender Equality pursuant to the UNI PDR 125:2022 standard and of the Certification pursuant to the "ISO 30415: Diversity and Inclusion" standard, which confirms the efforts made by the organisation in the field of human resource management with the an orientation and development of business processes characterised by greater inclusiveness and sustainability.

Maximum number of positions held in other companies.

The Company defined Guidelines on the maximum number of positions that can be held by the directors in the administration and control bodies of other "companies of a significant size"¹⁵ and the related methods for calculating the same¹⁶.

The Guideline provides as follows:

| Maximum
number of
positions | 4 positions, with regard to Executive Directors |
| --- | --- |
| | 6 positions, with regard to Non-Executive Directors who are members of the Executive Committee (if set up) |
| | 8 positions, with regard to Non-Executive Directors who are not members of the Executive Committee (if set up) |

The Board will be able to grant derogation, even temporary, on the aforementioned maximum number of positions, duly motivating the derogation and disclosing it in the Report.

At the date of this Report, none of the current Directors had exceeded the aforementioned limits; during the Year, or subsequently, until the date of this Report, the Board was never asked to grant derogations on the maximum number of positions.

4.4 Operations of the Board of Directors (pursuant to art. 123-bis, par. 2, letter d) of the Consolidated Finance Act).

The Board of Directors, the proceedings of which are governed by Regulations approved, most recently on 13 March 2025 ("Regulations of the Board of Directors and of the Board Committees"), meets regularly and is organised and operates so as to ensure the effective performance of its functions, in compliance with the provisions of Recc. 11 of the CG Code.

The Regulations of the Board of Directors and of the Board Committees of the Company contain provisions concerning:

SCOPE	SUMMARY OF THE PROVISIONS CONTAINED IN THE REGULATIONS OF THE BOARD OF DIRECTORS AND COMMITTEES
Minutes of the meetings	After each board meeting, the minutes are drawn up in summary form and report the main interventions. In particular, the minutes include: a) the parts of the illustration that provide essential supplementary elements to the documentation made available, also in response to questions asked; b) relevant

¹⁵ Guidelines put forward on 12 December 2007 and confirmed on 23 February 2017. Companies of a significant size are understood to be: a) Italian companies listed on Italian or other EU regulated markets and companies issuing financial instruments to the public in significant quantities pursuant to art. 116 of the Consolidated Finance Act; b) banks, financial intermediaries pursuant to art. 107 of Italian Legislative Decree 385 of 1 September 1993, investment companies pursuant to art. 1, par. 1, letter e) of the Consolidated Finance Act, variable capital investments companies (OEICs) pursuant to art. 1, par. 1, letter i) of the Consolidated Finance Act, asset management companies pursuant to art. 1, par. 1, letter o) of the Consolidated Finance Act, insurance companies pursuant to art. 1, par. 1, letters s), t) and u) of Italian Legislative Decree 209 of 7 September 2005, set up as companies as for par. V, VI and VII, section V, chapter V of the Italian Civil Code, different from those under a) above; c) companies as for par. V, VI and VII, section V, chapter V of the Italian Civil Code, other than the companies under a) and b) above, which individually or 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.

¹⁶ 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, or that are directly and/or indirectly subject to common control with Webuild; (iii) positions as alternate statutory auditor. The positions held in "companies of a significant size" within the same group (other than the Webuild Group) are considered to have the following "weight": one position: 1; two positions: total weight equal to 1.5; three or more positions: total weight equal to 2.

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SCOPE

SUMMARY OF THE PROVISIONS CONTAINED IN THE REGULATIONS OF THE BOARD OF DIRECTORS AND COMMITTEES

Comments or those whose recording is expressly requested; c) the explanations of votes of the Board members. A draft of the relevant minutes is then made available to all Directors and Statutory Auditors for comments, if any, collected by the Secretary of the Board. The final text of the minutes is drawn up by the Secretary, submitted for the approval of the Chairman and, therefore, of the Board of Directors (as a rule, during the meeting immediately after the meeting that the minutes refer to) and entered in the appropriate company book and filed at the registered office. The part of the minutes that concern the resolutions adopted that require immediate execution can be certified and excerpted by the Chairman and the Secretary, even before the verification process of the entire minutes is completed.

Managing the pre-meeting information to directors.

The supporting documentation to be prepared based on an executive summary for each item on the agenda containing: (i) a summary of the topic under discussion, (ii) the draft of the resolution proposal to be adopted and (iii) the list of the reference documentation. The documentation in preparation for the work of the board is made available to each Director and Statutory Auditor by the third day before the day set for the meeting.

Confidentiality of the documentation concerning the activities carried out by the Board of Directors and the Board Committees, is ensured through the use of an IT platform, in which the preparatory documents for the discussion are placed. This platform, accessible only by personal credentials, 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 and the information contained therein. The Regulation of the Board of Directors and of the Board Committees does not envisage confidentiality as an exemption for exceeding the pre-board report terms indicated above.

The key figures of the pre-meeting information for the Year are provided below.

PRE-MEETING INFORMATION FOR 2025

no. of BoD meetings	no. of preparatory documents for the resolutions to be passed	time frame of making the documents available with respect to the date of the meeting
9 ordinary meetings
(call notice: 6 days)	180	93% of cases: compliance with the 3-day deadline laid down in the Regulation

The cases, however circumscribed, of delay with respect to the notice provided for in the Regulation of the Board of Directors and of the Board Committees were due to the following reasons (i) the need to await the conclusion of the preliminary investigation by the competent Board Committees; (ii) the need to await the definition of the contents of the documents, also with the support of consultants, so that the information provided could be as up-to-date, correct and complete as possible thus avoid information inefficiencies through the possible overlapping/succession of potentially incomplete or discordant information.

In such cases, the Chairman of the Board of Directors (and the Chairmen of the Internal Board Committees in the relevant meetings) made sure that, at the meeting, the documentation received beyond the deadline was examined in detail with all the necessary details and that all questions raised in relation to it were answered, thus declaring the discussion closed only after ascertaining the comprehensiveness of the preliminary investigation carried out.

No critical issue emerged from the results of the 2025 Board Evaluation with regard to pre-board report and there was a broad appreciation for the timeliness and quality of the documentation made available.

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Information on the meetings of the Board of Directors is provided below.

MEETINGS OF THE BOARD OF DIRECTORS

	2025	2026 to date
Number of meetings held	9	4
The 2026 corporate event calendar, limited to the Board meetings called to review the regular information (available on the Website in the “Governance – Corporate events” Section), envisages 4 meetings of the Board of Directors.
For 2026 as a whole, the overall number of meetings is expected to be in line with those held in the Year.
Average duration	1 hour and 30 minutes	1 hour and 35 minutes
Operations	The operation of the meetings is regulated by Title I of the Regulation of the Board of Directors and of the Board Committees.
Attendees	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 Board meetings were attended, in addition to the Secretary, by:
(i) the Corporate & Finance General Manager and the Manager in Charge of Financial Reporting, with reference to all meetings held during the Year and thereafter up to today;
(ii) additional managers of the Company, including, in addition to the VP Corporate Affairs in his capacity as Secretary, in particular: (a) the Global Operations General Manager (for 2 meetings in 2025 and 1 meeting in 2026); (b) the Chief Financial Officer (for 7 meetings in 2025 and 2 meetings in 2026); (c) the General Counsel (for all the meetings in 2025 and 2026); and (d) the Senior Executive VP Internal Audit & Compliance (for 2 meetings in 2025 and 2 meetings in 2026).

During the Year, (and subsequently, to date), 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.

The directors discussed the topics examined by the Board to express their position and contribution with full knowledge of the facts and independently, pursuing the goal of creating value for shareholders in the medium-long term (Principle I of the CG Code).

For more information on the percentage of meetings attended by each director, we refer to Table 1, in the annex.

4.5. Role of the Chairman of the Board of Directors.

The Chairman of the Board of Directors plays a role of liaison between the executive and non-executive directors and ensures the effective performance of the board work (Principle X of the CG Code).

Notably, during the Year (and subsequently, to date), the Chairman ensured the following:

CG CODE

ACTIVITIES CARRIED OUT BY THE CHAIRMAN

Recc. 12, letter a	the suitability of the pre-meeting information, as well as the complementary information provided during the board meetings, to allow the directors to act in an informed manner in the performance of their role, ensuring, also through the Secretary of the Board of Directors, that all the documentation was made available according to the timing set by the Regulation of the Board of Directors and of the Board Committees (for details, see Section 4.4) and ensuring, during the board discussion, that all the directors received answers to the questions asked and that no questions remained unanswered, before the opening of the vote.
Recc. 12, letter b	the coordination of the activity of the board committees (with preliminary, propositional and advisory functions) with the activity of the Board, ensuring, also through the Secretary of the Board of Directors, the optimal planning of all Committee activities with respect to the

Recc. 12, letter a

the suitability of the pre-meeting information, as well as the complementary information provided during the board meetings, to allow the directors to act in an informed manner in the performance of their role, ensuring, also through the Secretary of the Board of Directors, that all the documentation was made available according to the timing set by the Regulation of the Board of Directors and of the Board Committees (for details, see Section 4.4) and ensuring, during the board discussion, that all the directors received answers to the questions asked and that no questions remained unanswered, before the opening of the vote.

Recc. 12, letter b

the coordination of the activity of the board committees (with preliminary, propositional and advisory functions) with the activity of the Board, ensuring, also through the Secretary of the Board of Directors, the optimal planning of all Committee activities with respect to the

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CG CODE

ACTIVITIES CARRIED OUT BY THE CHAIRMAN

	Board Meetings called to take the decisions related to the preliminary activities carried out by these committees and personally acting as supervisor and guarantor with regard to activities of the Risk, Control and Sustainability Committee, of which the Chairman is a member. The Chairman also ensured that, at the first available board meeting, the Committee Chairmen reported to the Board on the results of the preliminary activities and assessments carried out by the Committees in their meetings.
Recc. 12, letter c	by agreement with the Chief Executive Officer, participation in board meetings of managers in charge of corporate functions significant to the subject discussed, to provide insights on the items on the agenda.
Recc. 12, letter d	the participation of the members of the administration and control bodies, after the appointment and during the mandate, in initiatives aimed at providing adequate knowledge of the business sectors in which the Issuer operates, of the business trends and their evolution also in view of the sustainable success of the Issuer itself, as well as the principles of correct risk management and the reference regulatory and self-regulatory framework. In this regard, specific work/induction sessions were held during the Year on Sustainability Reporting and on the Risk Management System.
Recc. 12, letter e	the suitability and transparency of the Board's self-assessment process, with the support of the Remuneration and Appointment Committee in its function as an appointment committee.
In this regard, the Chairman of the Board of Directors attended the meeting of the Remuneration and Appointment Committee called to review the corresponding findings, both with respect to the self-assessment for the 2024 financial year and that relating to the 2025 financial year. On this occasion, the Chairman liaised with the Head of the Internal Audit Function, put by the Board of Directors in charge of collecting the self-assessment questionnaires filled in, and acquired all the necessary information regarding the data collection process and the corresponding findings.
Recc. 3	that, in the meetings of the Board of Directors information was provided - also by including a specific item on the agenda - to the Board by the Chief Executive Officer on the most significant events, including that relating to any significant contents of the dialogue with the shareholders. On this point, we refer to Section 12 below.

Board Secretary.

| Appointment | The appointment and revocation of the Secretary pertains to the Board itself, on proposal of the Chairman, as set forth in the Regulation of the Board of Directors and of the Board Committees.
Lastly on 24 April 2024, the Board of Directors appointed the VP of the Corporate Affairs function as Secretary of the Board of Directors. |
| --- | --- |
| Expertise | In accordance with the Regulations of the Board of Directors and the Internal Board Committees, they must meet requirements of professionalism and independence of judgement and have gained suitable experience at the Corporate Secretariat of listed companies or be an expert in the field of law concerning listed companies and regulated markets. |
| Attributions | In line with the provisions of Recc. 18 of the CG Code, they assist the Chairman (and, if appointed, the Deputy Chairman) in the activities related to the correct operation of the Board of Directors and provides to the Directors, with impartiality of judgement, assistance and advice on Corporate Governance matters and in regard to the rights, powers, duties and obligations of the same to ensure the regular exercise of their powers as well as on every aspect significant to the correct operation of the corporate governance system. Notably, the Secretary assists and supports the Chairman in the activities assigned to the Chairman, as articulated in the Recc. 12 of the CG Code and specified above |
| Activity | During the Year, the Secretary of the Board, also in the functions of VP of Corporate Affairs function, has taken care of all the activities related to the organisation and conduct of the meetings of the governance bodies, planning their work to ensure better coordination of the respective activities, with particular regard to the preliminary investigations for the benefit of the decisions of the Board of Directors. |

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The Secretary has therefore supported the activities of the Chairman of the Board (in particular in regard to the aspects indicated in Recc. 12 of the CG Code) and provided, with impartiality of judgement, assistance and advice to the Board on every aspect significant to the correct operation of the corporate governance system (according to the provisions of Recc. 18 of the CG Code).

4.6. Executive Directors and other functions of the Board of Directors.

Chief Executive Officer

| Appointment | Pursuant to art. 25 of the Bylaws, the Board of Directors appoints a Chief Executive Officer drawn from the list that obtained the highest number of votes.
The Board of Directors of the Company, most recently on 24 April 2024, appointed Pietro Salini as Chief Executive Officer. |
| --- | --- |
| Powers | ✓ legal representation of the Company and signature before third parties and in court;
✓ powers for the management of business activities not exclusively assigned to the Board of Directors, with the right to sub-delegate responsibility for the organisation and management of certain business sectors. |
| Chief Executive Officer | The Chief Executive Officer, Pietro Salini, is in charge of running the company (Chief Executive Officer) (Recc. 4 of the CG Code).
They are also the only Executive Director of the Company. |

Chairman of the Board of Directors

| Appointment | 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 of the Company, most recently on 24 April 2024, appointed Gian Luca Gregori as Chairman of the Board of Directors. |
| --- | --- |
| Powers | legal representation of the Company and signature before third parties and in court. The Chairman in office is not the person in charge of running the Company (Chief Executive Officer) nor the majority shareholder of the Issuer. The Chairman has not been granted management powers or powers in the definition of corporate strategies. |

Deputy Chairman of the Board of Directors

The Board of Directors has not appointed a Deputy Chairman.

Executive Committee (art. 123-bis, par. 2, letter d) of the Consolidated Finance Act).

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

Information to the Board from Directors/Delegated Bodies.

The Chief Executive Officer, at least on a quarterly basis, reported to the Board of Directors and the Board of Statutory Auditors on the activities carried out in the exercise of the powers delegated and the most significant transactions, including those with related parties. Notably, at each Board meeting and also as part of a specific item on the agenda dedicated to the communications of the Chief Executive Officer, has provided each time to the Board and to the Board of Statutory Auditors information on the main events occurred and on the most significant activities.

The Board of Directors, according to the provisions of Recc. 17 of the CG Code, has also been informed, as a rule at the next meeting, by the Chairmen of the Board Committees of the main activities carried out. The Chairman of the Risk, Control and Sustainability Committee, pursuant to Recc. 35, letter h) of the CG Code, also reported to the Board of Directors, every six months, on the main activities carried out by the Committee in the significant period, and on its assessments on the suitability of the ICRMS.

Other Executive Directors.

The Board of Directors currently consists of one Executive Director, who can be qualified as such pursuant to the Definitions of the Code of Corporate Governance, who is the Chief Executive Officer, Pietro Salini.

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4.7. Independent Directors and Lead Independent Director.

The regular evaluation of the requirements of independence of the Directors is carried out by the Board of Directors after a preliminary investigation by the Remuneration and Appointment Committee – acting as Appointment Committee.

For the purposes of coming into line with Recc. 7, letters c) and d) of the CG Code, lastly on 22 February 2024, the Board of Directors, in view of its renewal, approved the following quantitative and qualitative criteria for the assessment of the independence of its directors.

CG CODE	SIGNIFICANCE
Recc. 7, letter c)
Business, financial or professional relations	total value higher than:
(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.
Recc. 7, letter d)
Additional remuneration	exceeding € 250,000.00 per year^{17}

At the date of this Report:

(i) 11 (eleven) of the 15 (fifteen) directors in office (therefore above the minimum threshold of 1/3 referred to in Recc. 5 of the CG Code for large companies with concentrated ownership) meet the independence requirements, pursuant to the aforementioned Recc. 7 of the CG Code and the significance criteria identified by the Board of Directors on 12 March 2021 and confirmed on 22 February 2024.

Specifically, as verified, immediately after the appointment, on 24 April 2024, by the Board of Directors (with the related Press Release issued on the same day) and, more recently, on 12 February 2026, as part of the annual verification of the ongoing validity of the statements, the following are classified as independent directors:

the Chairman of the Board of Directors, Gian Luca Gregori, having already been qualified as independent at the time of applying for the renewal of the Board of Directors and in the absence of circumstances that are such as to compromise his independence (referred to in the Recc. 7 of the CG Code);
Directors Francesco Umile Chiappetta, Davide Croff, Moroello Diaz della Vittoria Pallavicini, Paola Fandella, Flavia Mazzarella, Itzik Michael Meghnagi, Teresa Naddeo, Serena Torielli, Michele Valensise and Laura Zanetti, having regard to the information provided by the same.

In particular, the Board acquired, without making remarks, the declaration of independence expressed by Director Teresa Naddeo, who specified that she had held the position of Standing Auditor in Webuild S.p.A. from 30 April 2014 to 4 May 2020 (and, therefore, for 6 years) and that she had subsequently taken on the role of Director in Webuild from 30 April 2021 (and, therefore, for 3 years), in addition to having held the role of Non-Executive Director in a subsidiary from 4 May 2020 to 30 April 2021.

Given the above, also taking into account the reference regulations and, in particular, Recommendation 7 letter e) of the Code of Corporate Governance which, for the purposes of assessing the independence of directors, explicitly mentions the sole role of “director of the company for more than nine years, including non-consecutive ones, in the last 12 years”, Director Teresa Naddeo declared that she had kept intact her characteristics of independence and freedom of judgment, also in the role of Chairman of the Risk, Control and Sustainability Committee of the

17 Maximum threshold envisaged by Webuild’s Procedure for Related Party Transactions 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.

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Company and, therefore, that she has adopted a criterion of substance as well as form in the assessment of her independence.

(ii) 13 (thirteen) of the 15 (fifteen) directors in office (therefore exceeding the minimum threshold of two directors required under Article 147-ter, paragraph 4, of the TUF) also meet the independence requirements pursuant to Article 148, paragraph 3, letters b) and c), of the TUF. Specifically, the Board of Directors, most recently on 12 February 2026, verified—on the basis of the information provided by them—that, in addition to the Directors referred to in item (i) above, Directors Lorenzo lucci and Francesca Fonzi also qualify as independent directors pursuant to the TUF.

According to the outcome of the Board Evaluation, the number of the Independent Directors and their expertise are adequate to the requirements of the company and to the operation of the Board, as well as to the set-up of the Board committees (Recc. 5 of the CG Code), also taking into account the provisions of art. 16 Consob Market Regulation (which apply to the Company as this is subject to management and coordination by another company, as reported in the Section 2).

The Board of Statutory Auditors, as part of the tasks assigned to it by law, last on 26 February 2026, checked the correct application of the assessment criteria and procedures adopted by the Board to evaluate the independence by its members.

In relation to Recc. 5 of the CG Code, a meeting of the Independent Directors was held in December 2025 to share, in particular, their opinions on the operations of the Board of Directors and on the role of the independent directors. The meeting was coordinated by an Independent Director, chosen by the other attendees. Neither the Chairman nor non-independent directors attended this meeting.

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

Lead Independent Director.

As the requirements of Recc. 13 of the CG Code have not been met and the majority of the directors did not request it, the Board did not choose an independent director as lead independent director.

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5. MANAGEMENT OF COMPANY INFORMATION

Pursuant to Recc. 1 letter f) of the CG Code, to ensure the correct management of company information, the company has adopted a specific Procedure for the management of significant and Privileged Information and the associated Registers, lastly revised on 21 December 2023. The Procedure, in particular, sets out the general principles in regard to: (i) the definition of subjects involved in the process and identification and rating of the privileged information as well as the implementation of the Procedure; (ii) identification and management of the specific significant and privileged information; (iii) management and maintenance of significant and privileged information registers; (iv) protection of the confidentiality of significant and privileged information; (v) external communication of documents and significant and privileged information; (vi) implementation of the procedure of 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 significant 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 activities of the Board of Statutory Auditors.

The Procedure also provides for the Corporate & Finance General Director to hold the responsibility for the taking of decisions on the identification of the specific significant 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 decision may be taken directly by the Board of Directors, if it concerns an action within the competence of that body and it complies with the time limits provided by the applicable laws).

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

To ensure transparency to the market about significant transactions concerning the purchase, sale, subscription and exchange of Webuild's ordinary and saving shares, or of financial instruments related to these, carried out – directly or indirectly – by people in possession of important decision-making powers in the business domain and who have access to privileged information ("significant 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 27 May 2024.

The current Code of Conduct also envisages a Blackout Period (a period during which no transactions involving Webuild's ordinary and savings shares, or on any financial instruments connected to these, may be performed by significant parties, with a few 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 regular financial reports that must be published in compliance with the applicable law and regulations in force at the time.

On the Website in the Governance – Documents Section are available:

(i) the Procedure for the Management of Relevant and Privileged Information and the Associated Registers;
(ii) the Internal Dealing Code of Conduct.

The communications concerning the transactions regulated by the Code of Conduct are available on the Website in the Governance – Internal Dealing Section.

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6. BOARD COMMITTEES (pursuant to art. 123-bis, par. 2, letter d) of the Consolidated Finance Act)

The Internal Committees of the Board of Directors established to date, pursuant to art. 26 of the Bylaws are the following:

(i) committees established pursuant to the Code of Corporate Governance, with preliminary, propositional and advisory functions (Principle XI and Recc. 16 of the CG Code):
- Remuneration and Appointment Committee (Section 7.2 and Section 8.2);
- Risk, Control and Sustainability Committee (Section 9.2);

(ii) committees provided for by the laws and regulations:
- Committee for Related-Party Transactions (Section 10).

The Board of Directors has specified the composition of the Committees giving priority to the skills and experience of their members (Recc. 17 of the CG Code) and avoiding, as far as possible, an excessive concentration of mandates.

Each Committee is governed by specific rules of operation, which are set out in the Regulation of the Board of Directors and Board Committees, also with regard to minutes and supporting documentation for the work of the Committees.

In particular, the minutes follow the same criteria applicable to the Board of Directors, as set out in Section 4.4 above.

With regard to the supporting documentation, the rules of operation applicable to all the board Committees envisage that the said documentation must be made available to Committee members no later than the second day prior to the meeting. When, due to urgency or due to the particular complexity of the documents or other specific requirements of the Company, in any case other than simple confidentiality, it is not possible to make the aforesaid documents available within the aforesaid time limit, the matters concerned shall be dealt with in depth at the meeting.

The 2025 Board Evaluation did not show significant critical issues with regard to the provision of timely and adequate information provided to support the work of the Committees.

The composition of the committees of Webuild, as company subject to management and coordination by Salini Costruttori (see Section 2 above) complies with the provisions of art. 16, par. 1, letter d) of the Consob Market Regulation.

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 is in line with the provisions of Recc. 16 of the CG Code.

The Board of Directors has not reserved to itself functions attributed by the CG Code to one or more of its committees.

The Company makes available to the Committees the financial resources necessary for the performance of their respective functions.

All Committees have appointed the VP Corporate Affairs as Secretary.

Additional committees (other than those provided for by laws and regulations or recommended by the CG Code).

There are currently no Committees other than those envisaged by the regulations and the CG Code.

A specific committee with the task of supporting the Board in the analysis of issues significant for the generation of long-term value was not set up (Rec. 1, letter a of the CG Code).

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7. SELF-ASSESSMENT AND SUCCESSION OF THE DIRECTORS - APPOINTMENT COMMITTEE

The Board regularly assesses the effectiveness of its own activities and the contribution made by its individual components, through formal procedures of which it oversees the implementation (Principle XIV of the CG Code).

7.1 Self-assessment and succession of the Directors.

The Board of Directors, in the meeting of 18 December 2025, having preliminarily acknowledged the qualification of the Company, pursuant to the CG Code, as "large company" with "concentrated ownership" and, therefore, the non-applicability of the recommendation of the annual frequency of the board evaluation (Recc. 22 of the CG Code), after assessment by the Remuneration and Appointment Committee, acting in its capacity as the Appointment Committee, has discussed the usefulness of the self-assessment, as instrument of analysis and monitoring of the composition and the good operation of the Board and approved the launch of the self-assessment process for 2025.

With regard to the relevant methods, the Board agreed to proceed with the 2025 Board Evaluation through the use of a self-assessment questionnaire prepared for this purpose by the Remuneration and Appointment Committee and the support of the Corporate Affairs function.

The self-assessment questionnaire, divided into several Sections, included questions concerning the composition, size and operation of the Board of Directors and its Committees, taking also into account the role played by the Board in defining the strategies and monitoring the management performance and the suitability of the internal control and risk management system.

The Board has also given mandate to the Internal Audit Function to collect the assessments made and prepare a report to the Board of Directors on the outcome, adopting all appropriate measures to protect the confidentiality of the Directors' opinions.

The results of the Board Evaluation 2025 - also examined in light of the Recommendations of the Corporate Governance Committee, published on 18 December 2025 - showed a substantial appreciation: (i) for the operation of the Board and the Board Committees, although there remains some margin for improvement to be taken into account in future governance activities; (ii) for the current qualitative and quantitative characteristics of the Board, in terms of composition, expertise, professionalism, experience in the sector, commitment, both in terms of time and energy.

The Board also ensures, to the extent of its competence, that the process adopted for the appointment and succession of the Directors is transparent and able to ensure the optimal composition of the administrative body (Principle XIII of the CG Code).

In this regard, the Board specified a succession plan for the chief executive officer and the executive directors that identifies the procedure to be followed in the event of early termination, and verified the presence of satisfactory procedures for the succession of top management (Recc. 24 of the CG Code). With respect to Recc. 19 letter e) of the CG Code, the Board of Directors approved a Succession Plan for the Executive Director ("Plan"), based also on the proposals made in this regard by the Remuneration and Appointment Committee.

SUCCESSION PLAN IN FORCE AT THE DATE OF THIS REPORT

Recipient	The Chief Executive Officer as sole Executive Director of the Issuer.
Approval	First adoption: Board of Directors of 19 March 2014
Last updated: Board of Directors on 25 March 2022, after the Remuneration and Appointment Committee's preliminary investigation.

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Forecasts

Procedures to be followed to guarantee the continuity of management in the case where the CEO leaves office before their mandate has reached its natural end, also by taking every necessary decision for the immediate future, granting the appropriate powers to the Chairman of the Board of Directors. The Plan provides that the Chairman of the Board of Directors, following consultations with the Remuneration and Appointment Committee and with the possible support of specialised advisors, shall oversee the process aimed at preparing a proposal for submission to the Board of Directors.

Revision

The Remuneration and Appointment Committee assesses, at least once every three years, whether the Plan should be revised. The Board of Directors may, at any time and where it believes it to be appropriate, ask the Remuneration and Appointment Committee to put forward a revision of the Plan, providing the corresponding guidelines or carry out the revision itself.

Last three-year assessment: meeting of the Remuneration and Appointment Committee of 10 February 2025, which did not deem it necessary to submit further revisions to the Board of Directors. The Board was informed of the decisions of this Committee at the meeting of 13 February 2025.

7.2. Remuneration and Appointment Committee.

The Board of Directors has pooled, in a single Committee, the functions specified by the Code in regard of remuneration and appointments.

The Remuneration and Appointment Committee of the Company, last appointed by the Board of Directors of 24 April 2024, is entirely composed of non-executive independent directors and chaired by an independent director, other than the Chairman of the Board of Directors (Recc. 20 and Recc. 7 of the CG Code), all as follows:

Remuneration and Appointment Committee in office at the date of this report

Laura Zanetti	Chairman	non-executive independent director
Moroello Diaz della Vittoria Pallavicini	Member	non-executive independent director
Paola Fandella	Member	non-executive independent director

Pursuant to Recc. 26 of the CG 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.

Since the end of the Year, no change has been made to the Committee.

We provide below information on the meetings of the Remuneration and Appointment Committee, in the sole function of Appointment Committee.

For the Committee's activities relating to remuneration, please refer to the 2026 Remuneration Report.

MEETINGS OF THE REMUNERATION AND APPOINTMENT COMMITTEE IN THE FUNCTION OF APPOINTMENT COMMITTEE

	2025	2026 to date
Number of meetings held	2 meetings dedicated solely to functions relating to appointments
2 meetings dedicated solely to functions relating to remuneration 3 meetings with activities relating to appointments and remuneration	1 meeting with activities relating to appointments (in addition to 3 further ones on remuneration)
Average duration	32 minutes (calculated in relation to the 2 meetings dedicated exclusively to appointments)	40 minutes (calculated in relation to the only meeting dedicated exclusively to appointments)

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MEETINGS OF THE REMUNERATION AND APPOINTMENT COMMITTEE IN THE FUNCTION OF APPOINTMENT COMMITTEE

Operations	The operation of the meetings is regulated by Title II and IV of the Regulation of the Board of Directors and of the Board Committees.
Frequency of meetings	The meetings of the Remuneration and Appointment Committee are held on the basis of a specific work plan, with the frequency required for the Committee to perform its functions effectively. The calendar is determined in coordination with Board meetings called to consider matters requiring the Committee’s preliminary activities.
The Committee meets also when the Chairman of the Committee deems it necessary, and when the Chairman receives a justified request from at least one member of the Committee or from the Chairman of the Board of Statutory Auditors.
Appointment powers	Helping the Board of Directors in the activities of:
✓ self-assessment of the administrative body and its committees (Recc. 19, letter a of the CG Code), supporting the Chair of the Board in ensuring the suitability and transparency of the self-assessment process (Recc. 12, letter e of the CG Code);
✓ definition of the optimal composition of the board of directors and its committees (Recc. 19, letter b of the CG Code);
✓ identification of the candidates for the office of director in the event of co-optation (Recc. 19, letter c of the CG Code);
✓ presentation, if necessary, of a list by the outgoing administrative body to be implemented according to the methods that ensure its transparent formation and presentation (Recc. 19, letter d of the CG Code);
✓ preparation, update and implementation of any succession plan for the Chief Executive Officer and other executive directors (Recc. 19, letter e of the CG Code).
	2025
2026 to date
Preliminary activities carried out on appointments	- Analysis of 2024 Board Evaluation results;
- annual check of Directors’ independence requirements and plurality of offices;
- three-year review of the Chief Executive Officer Succession Plan and examination of the procedures for the succession of top management;
- review concerning the co-optation, pursuant to Article 2386 of the Italian Civil Code, of a new Director following the resignation of Director Francesco Renato Mele;
- 2025 Board Evaluation investigation;
Attendees	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 Appointment Committee meetings were attended, in addition to the Secretary, by: the Chairman of the Board of Directors (for 1 meeting in 2025 and 1 meeting in 2026, in relation to the results of the board evaluation) and, at the invitation of the Chairman of the Board and after informing the CEO, additional Company executives, including, in particular, the General manager Corporate & Finance (for 1 meeting in 2025 and 1 meeting in 2026 regarding the procedures for the succession of top management), the Senior Executive VP Internal Audit & Compliance (for 1 meeting in 2025 and 1 meeting in 2026, in relation to the results of the board evaluation).
The Board of Statutory Auditors also participated in the meetings of the Remuneration and Appointment Committee (Recc. 17 of the CG Code).
Minute-taking	Minutes of the Committee are regularly drawn up and signed by the Chairman and by the Secretary. Minutes are taken according to the methods and criteria applicable to the Board of Directors, as set out in Section 4.4.
Information to the Board of Directors	Pursuant to Recc. 17 of the CG Code, the Chairman of the Committee reported, as a rule at the first possible meeting of the Board of Directors, on the activities carried out in each meeting of the Committee.

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MEETINGS OF THE REMUNERATION AND APPOINTMENT COMMITTEE IN THE FUNCTION OF APPOINTMENT COMMITTEE

Pre-meeting disclosure (2 days before the meeting)	no. of preparatory documents for the resolutions to be passed in the Year: 31^{18} timing of the provision of documents with respect to the date of the meeting: 97% of the documents were made available within the notice period envisaged by the Regulation.

Further information concerning the percentage attendance of each member of the Remuneration and Appointment Committee at the meetings held during the Year, are shown in the Table 2, attached to this Report.

When carrying out its functions, during the Year and to the date of this Report, the Committee has had access to the company information and functions needed to carry out its duties (Recc. 17 of the CG Code). During the year, the Remuneration and Appointment Committee, acting in its capacity as the Appointment Committee, did not make use of external consultants to support its activities. Conversely, it did make use of such external consultants in its capacity as the Remuneration Committee, as specified in the Company's 2026 Remuneration Report.

18 Data referring to a total of 5 meetings of the Remuneration and Appointment Committee and, therefore, with reference to both remuneration related activities and activities relating to appointments.
39

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8. DIRECTORS' REMUNERATION - REMUNERATION COMMITTEE

8.1. Directors' Remuneration.

Information on the Remuneration Policy and on the compensation paid in 2025 to the Directors, Statutory Auditors, General Managers and other Executives with strategic responsibilities, also with reference to adherence to the Recommendations of the CG Code, is provided in the Section II of the 2026 Remuneration Report, to which reference is made.

8.2. Remuneration Committee.

For information on the composition and operation of the remuneration committee (pursuant to art. 123-bis, par. 2, letter d) of the Consolidated Finance Act) and its functions, we refer to Section 7.2. above as well as to the Section I of the 2026 Remuneration Report.

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9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM – CONTROL AND RISK COMMITTEE

Pursuant to Principle XVIII of the CG Code, the Internal Control and Risk Management System adopted by the Company (hereinafter also “ICRMS”) 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 ICRMS of Webuild is based on standards that require business activities to be based on applicable internal and external rules, to 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 ICRMS be different parties and that confidentiality and compliance with the privacy legislation be ensured.

The parties mainly involved in the operation of the ICRMS of the Company, in line with the provisions of Recc. 32 of the CG Code, are the Board of Directors, the Chief Executive Officer, the Risk, Control and Sustainability Committee (also “Control Committee”), the Manager in Charge of Financial Reporting, the Board of Statutory Auditors, the Independent Auditors and the Internal Audit and Compliance Department (which includes the Internal Audit and Compliance Functions), each by fulfilling their roles and carrying out their duties on control issues. The Supervisory Body, appointed pursuant to art. 6 of Italian Legislative Decree 231/01, supports the Board of Directors for matters within its competence.

The Risk Management Function (for the activities of which we refer to the paragraph that follows), the General Management and the Management are also involved in the operation of the ICRMS.

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The sources and principles underlying the Company's ICRMS consist of the CG Code, Webuild's Code of Ethics (containing the standards of conduct, ethical and basic values that the Group adopts to pursue its objectives); the Organization, Management and Control Model pursuant to Italian Legislative Decree 231/01; the 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 'Corporate – Financial and Sustainability Disclosure' Guideline $^{19}$ ; 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, finally, best practices.

Monitoring of the operation of the ICRMS is assigned to the Internal Audit Function. The Board of Directors approves, at least once every year, the Audit Plan prepared by the Head of the Internal Audit Function, after preliminary investigation by the Control Committee and having consulted the Chief Executive Officer and the Board of Statutory Auditors.

Upon approval of the draft financial statements, the Control Committee, following its review of the reports drawn up by the Head of the Internal Audit Function, by the Head of the Compliance Function, by the Supervisory Body, by the Manager in Charge of Financial Reporting and the Chief Executive Officer and the flow of information between them, with the Board of Statutory Auditors and with the Independent Auditors, expressed its favourable opinion regarding the current suitability of the organisational, administrative and accounting structure and the ICRMS of Webuild and of its subsidiaries with strategic relevance, in light of the main company risks.

This assessment was adopted by the Board of Directors on 13 March 2025, as regards the Year, and on 11 March 2026, as regards the current year.

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 Recc. 1, letter c) of the CG Code. This process, described in the following paragraphs, received preliminary support from the Control Committee.

I.1 Risk Management.

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

As part of this project, the Risk Management unit has been set up, a "second level" control function that is independent from the other Business and Corporate functions.

The Risk Management function, in particular, carries out the following activities.

Activities carried out by the Risk Management function

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, submitting proposals on the corresponding guidelines and the company's risk appetite to the Corporate Bodies
support in operations, with the aim of achieving the strategic goals defined in the Business Plan

$^{19}$ The 'Corporate – Financial and Sustainability Disclosure' Guideline $^{19}$ was approved by the Board of Directors on 18 December 2025, replacing the previous 'Webuild Group Guidelines on the design of administrative-accounting processes pursuant to Law 262/05', approved by the Board of Directors on 26 February 2021.

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Activities carried out by the Risk Management function

✓ assurance of the suitability and consistency of the Risk Management framework adopted by developing and updating as needed the risk model and the methodologies and tools to provide effective risk management
✓ support in creating and disseminating a risk culture throughout the Group

In line with the most modern practice and the guidelines issued by the main reference international organisations in the risk area (COSO, WBCSD, ISO 31000, etc.), the Group has acquired an integrated risk management system able of detecting and managing, on a regular basis, the main risks to which the Group is exposed, carrying out an analysis at both the individual (i.e. at the level of individual Country, Counterparty, Contract) and the portfolio level, with a view to assess the risk profile assumed with respect to the risk limits set at an overall level, adopting a proactive, and non-reactive approach, which would allow to promptly manage future dangers and to seize opportunities.

In particular, confirming the adoption of international best practices and high market standards in terms of risk control and management, it should be noted that since 2021 the company has obtained from an external certification company the independent assessment statement that the adopted Risk Management Framework is planned, designed, implemented and continuously improved in accordance with ISO 31000: 2018.

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.

1.2 Risk Assessment

The Issuer, as part of the regular Risk Management process, carried out also in 2025 a Risk Assessment activity aimed at identifying and assessing risks that might impact the Group's operations and, therefore, jeopardise the attainment of Business Plan targets, including the Subsidiaries.

The Risk Management Function assessed, in terms of impact and likelihood of risk, the level of exposure to a potentially negative event, in regard to the achievement of strategic and business targets.

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

PHASES OF THE RISK ASSESSMENT ACTIVITY

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, is 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 on the potential impact and probability of each identified event.
Identification of risks	Risks are identified through meetings conducted with all Function representatives. In particular, the critical elements identified in processes, also by means of a comparison with currently adopted policies and procedures, were analysed in detail, explaining the causes and potential consequences in particular.
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.
Prioritisation of risks	The risks identified and analysed have been ranked in priority order and shared with the Board of Directors and with the Control Committee, with the Top Management and with the Control Functions, in order to address the subsequent management and mitigation activities. The results of the Group Risk Assessment, in terms of risk events, main generating causes and possible mitigating actions, are addressed (i) to the Board of Directors, to the Control 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.

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PHASES OF THE RISK ASSESSMENT ACTIVITY

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 ICRMS there are various company Bodies and Functions dedicated to the verification of the System's effective operation.

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 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 in regard to the financial reporting process, pursuant to art. 123-bis, par. 2, letter b) of the Consolidated Finance Act.

The ICRMS 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.

These 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, due to the characteristics of the activities performed.

Within the scope of this classification, the ICRMS 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 operates 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 Head of the Internal Audit Function. The Manager in Charge of Financial Reporting 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, as described below.

MAIN RISKS TO WHICH WEBUILD IS EXPOSED

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 socio-political 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 launch, 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

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MAIN RISKS TO WHICH WEBUILD IS EXPOSED

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 is 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 include 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

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MAIN RISKS TO WHICH WEBUILD IS EXPOSED

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.

9.1. Chief Executive Officer.

Pursuant to Recc. 32, letter b) of the CG Code, the Chief Executive Officer is responsible for setting up and maintaining the ICRMS of the Company. Therefore, the Chief Executive Officer, during the Year, carried out the following activities:

CG Code	Activities carried out by the CEO during the Year and subsequently
Recc. 34 letter a	He/she supervised the identification of the main corporate risks, taking into account the characteristics of the activities carried out by the Company and its subsidiaries.
In this regard, the CEO has supervised the activities of Risk Assessment carried out by the Risk Management function and provided, at each meeting of Board of Directors, the information on most significant events of the Group, also taking into account the corresponding risk profiles.
Recc. 34 letter b	They implemented the Guidelines specified by the Board of Directors, supervising the design, implementation and management of the ICRMS, constantly verifying its suitability and effectiveness and overseeing its adjustment to developments in operating conditions and in the legal and regulatory framework.
Recc. 34 letter c	They asked the Internal Audit Function also by means of the General Managers, to carry out audits of specific operational areas and to verify the compliance with internal rules and procedures in the execution of corporate operations, in addition to what was already included in the 2025 Audit Plan approved by the Board of Directors on 6 March 2025.
Internal Control and Risk Management System Guidelines approved by the Company	They supervised the implementation of the Guidelines of the ICRMS, ensuring that this would be an integral part of the Group's operations and culture, implementing suitable disclosure, communication and training processes and promoting the adoption of remuneration and sanction systems able to encourage correct management of risk and discourage behaviour conflicting with the principles dictated by such processes.
They ensured that the ICRMS was able of promptly responding to situations of significant risk arising both within the Group and from changes in the environment where the Group operates.

During the year, no problems and critical issues were observed in the performance of the Chief Executive Officer's activity or of which the latter had in any case been informed, of such significance to require promptly reporting to the Control Committee (Recc. 34, letter d of the CG Code).

In this regard, the Chief Executive Officer issued a specific certification, for the purposes of the assessments by the Control, Risk and Sustainability Committee and by the Board of Directors, concerning the adequacy, effectiveness and proper functioning of the Internal Control and Risk Management System (SCIGR) in relation to the structure, size and nature of the Company's activities.

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9.2. Risk, Control and Sustainability Committee.

Composition and operation.

The Risk, Control and Sustainability Committee of the Company, appointed, in its current composition, by the Board of Directors of 24 April 2024, is entirely composed of non-executive independent directors and chaired by an independent director, other than the Chairman of the Board of Directors (Recc. 35 and Recc. 7 of the CG Code), all as follows:

Risk, Control and Sustainability Committee in office at the date of this report
Teresa Naddeo	Chairman	non-executive independent director
Moroello Diaz della Vittoria Pallavicini	Member	non-executive independent director
Paola Fandella	Member	non-executive independent director
Gian Luca Gregori	Member	non-executive independent director
Flavia Mazzarella	Member	non-executive independent director
Serena Torielli	Member	non-executive independent director

Since the end of the Year, there was no change in the composition indicated above.

Pursuant to Recc. 35 of the CG Code, the Board of Directors has verified, at the time of the appointment of this Committee, that at least one of its members is in possession of suitable experience in accounting and financial matters or risk management.

We provide below information on the meetings of the Control Committee, the work of which is coordinated by its Chairman.

MEETINGS OF THE CONTROL COMMITTEE

	2025	2026 to date
Number of meetings held	12	4
For 2026 as a whole, the number of meetings is expected to be in line with those held during the Year.
Average duration	1 hour and 29 minutes	1 hour and 57 minutes
Operations	The operation of the meetings is regulated by Title II and III of the Regulation of the Board of Directors and of the Board Committees.
Frequency of meetings	The meetings of the Control Committee are held on the basis of a specific work plan, with the frequency required for the Committee to perform its functions effectively. The calendar is determined in coordination with Board meetings called to consider matters requiring the Committee’s preliminary activities.
The Committee also meets when the Chairman deems it necessary, and when the Chairman receives a justified request from at least one member of the Committee or from the Chairman of the Board of Statutory Auditors.
Attendees	To ensure the functional and profitable organisation of the meetings and to provide the appropriate in-depth examinations on the items on the agenda, the Board meetings were attended, in addition to the Secretary, - identified in the Head of the Corporate Affairs Function - by the Corporate & Finance General Manager and the Manager in Charge of Financial Reporting (for all the meetings in 2025 and 2 meetings in 2026, to date)
At the invitation of the Chairman and after informing the CEO, additional executives of the Company attended, including, in particular:
(a) the CFO (for no. 7 meetings in 2025 and no. 2 meetings in 2026, to date);
(b) the Senior Executive VP Internal Audit & Compliance (for all the meetings in 2025 and no. 3 meetings in 2026, to date);
(c) the Head of the Corporate Social Responsibility Department (for no. 1 meeting in 2025 and no. 1 meeting in 2026, to date).
The Committee also met with the Supervisory Body for the periodic report on the activities

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MEETINGS OF THE CONTROL COMMITTEE

| | carried out by said body (in 1 meeting in 2025 and 1 meeting in 2026, to date).
The Board of Statutory Auditors attended the Control Committee meetings. |
| --- | --- |
| Minute-taking | Minutes of the Committee are regularly drawn up and signed by the Chairman and by the Secretary. With regard to the minutes, they follow the criteria applicable to the Board of Directors, as set out in Section 4.4 above. |
| Information to the Board of Directors | Pursuant to Recc. 17 of the CG Code, the Chairman of the Committee reported, as a rule at the first possible meeting of the Board of Directors, on the activities carried out in each session of said Committee. |
| Pre-meeting disclosure for 2024 (2 days before the meeting) | no. of preparatory documents for the resolutions to be passed in the Year: 71
timing of the provision of documents with respect to the date of the meeting: 93% of the documents were made available within the notice period envisaged by the Regulation. |

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

Risk, Control and Sustainability Committee Functions.

The Control Committee carries out the tasks as set forth in Recc. 32, 33 and 35 of the CG Code and in its own Regulation.

We describe below the main activities carried out by the Control Committee during the Year, with reference to the aforementioned Recommendations of the CG Code.

Activities assigned to the Committee, pursuant to the Recommendations of the CG Code	Activities carried out by the Control Committee during the Year and subsequently until the date of this Report
Supporting the Board in the performance of the tasks assigned to the latter by the Code in regard to internal control and risk management. (Recc. 33)	The Control Committee carried out preliminary activities, in support of the activities and resolutions of the Board of Directors, in particular in regard to:
- assessment of the suitability of the ICRMS and its suitability with respect to the company's characteristics and risk profile, and its effectiveness;
- identification of the main corporate risks, through the review of the Group Risk Assessment and its monitoring;
- approval at least once a year of the Audit Plan, having heard the opinion of the Board of Statutory Auditors, prepared by the Head of the Internal Audit and its monitoring;
- approval at least once a year of the Compliance Plan defined by the Compliance Function and its monitoring;
- update of the Mandate of the Internal Audit Function;
- review of the activities and of the reports prepared by the Head of the Internal Audit Function, the Group Risk Officer and the Head of the Compliance Function, as well as of the reports prepared by the Supervisory Body as set forth in the Italian Legislative Decree n. 231/01;
- review of the results of the main audit reports and the subsequent follow-up on the actions implemented in relation to the gaps identified.
The Committee also met with the Supervisory Body to discuss issues relating to Model 231/01 and its updating and application.
Assessing, after consulting the Manager in Charge of Financial Reporting, the External Auditor and the Board of Statutory Auditors, the correct application	The Committee carried out these assessments on (i) 11 March 2025, in regard to 2024 Annual Financial Report, (ii) on 21 July 2025, in regard to the 2025 Half-year financial

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| of the accounting policies and their consistency for preparing the consolidated financial statements. (Recc. 35, letter a) | report and (iii) 10 March 2026, in relation to the 2025 Annual Financial Report.
On 7 April 2025, it also examined the results of the additional report of the independent auditors pursuant to art. 11 of European Regulation S37/14, following the external audit of the financial statements and consolidated financial statements of Webuild for the year ended 31 December 2024, which did not reveal any significant issues for the supervision of the financial reporting process or any significant deficiencies in the related internal control system. |
| --- | --- |
| Evaluating the suitability of the regular financial and non-financial information to correctly represent the business model, the Company's strategies, the impact of its activities and the performances achieved. (Recc. 35, letter b) | |
| Reviewing the content of the regular non-financial information significant for the purposes of the internal control and risk management system. (Recc. 35, letter c) | |
| Expressing opinions on specific aspects concerning the identification of the main corporate risks and supporting the assessments and the decisions of the Board on the management of risks deriving from detrimental facts of which the Board has become aware. (Recc. 35, letter d) | The meetings of the Control Committee were attended by the Corporate & Finance General Manager who, in addition to the information provided by the Chief Executive Officer at the meeting of the Board of Directors, provided each time information and updates on the most significant events, also in terms of risks.
The Chairman of the Committee has therefore reported to the Board of Directors at the first available meeting on the activities carried out by the Committee on most significant issues, taking also care of the monitoring on the development of the initiatives taken to manage the gaps/risks observed. |
| Reviewing the regular reports on the Internal Control and Risk Management System, and those of special significance prepared by the Internal Audit Function. (Recc. 35, letter e) | The Committee has reviewed and assessed the reports prepared by the Head of the Internal Audit Function, monitoring the progress of the related activities. |
| Monitoring the independence, suitability, effectiveness and efficiency of the Internal Audit Function. (Recc. 35, letter f) | The Committee met the Internal Audit Function on a regular basis, monitoring its activities and acquiring information on its structure and operations. Therefore, on 4 March 2025 and 3 March 2026, it has acknowledged in the Report of the Internal Audit Function the assessment provided by the Senior Executive VP Internal Audit & Compliance on the suitability of the structure of this function and its possession of the knowledge, skills and expertise needed to carry out the 2025 and 2026 Audit Plan. |
| Entrusting the Internal Audit Function, where necessary, with carrying out verifications on specific operating areas, at the same time notifying the Chair of the Board of Statutory Auditors. (Recc. 35, letter g) | The Committee did not deem it necessary to ask the Internal Audit Function to carry out additional verification with respect to those provided for in the 2025 and 2026 Audit Plan. |
| Reporting to the Board of Directors, at least at the time of the meetings held to approve the annual and half-yearly financial statements, on its activities and the suitability of the Internal Control and Risk Management System. (Recc. 35, letter h) | The Committee has fulfilled these requirements at the meetings of the Board of Directors held on 13 March 2025, 24 July 2025 and lastly on 10 March 2026. |
| Carrying out additional tasks related to the Committee's functions | The Committee examined, also in support of the assessments of the Board of Directors:
- on sustainability, in light of the provisions of Sustainability Decree no. 125/2024, the relevant topics for Sustainability Reporting as emerged from the process of double materiality analysis (impact and financial materiality), as well as the 2024 and 2025 Consolidated Sustainability Report, also with reference to Consob warning no. 2/24 of 20 December 2024;
- on HSE, it examined the Company's activities by analysing (i) the strategies adopted to better control the risk of accidents (i.e. QHSE-ISO System Certification, Cultural Change Projects-Safety Builders |

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programme, Skill Training and Enhancement, Application of the New Penalty System in Procurement Contracts, Audit Activities) and (ii) the Group's accident rates. It was also informed about the dynamics of the most significant accidents and the related investigations and measures taken;
- the impairment test method and the related results;
- the periodic financial reports as well as the voluntary quarterly disclosure;
- the 'Corporate – Financial and Sustainability Disclosure' Guidelines, which replaced the previous 'Webuild Group Guidelines on the design of administrative-accounting processes pursuant to Law 262/05'. Compared to the previous version, the document introduced control safeguards and a Sustainability-related Risk Control Matrix (RCM), following the entry into force of the Sustainability Decree;
- the Remuneration Policies with regard to the KPIs relating to risk and sustainability;
- the Corporate Governance Report, for the relevant parts;
- the activities carried out by the Data Protection Officer concerning privacy;
- the activities and controls adopted by the Company with regard to cybersecurity.

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

During the year, the Control Committee did not need to make use of external consultants to carry out its tasks.

9.3. Head of the Internal Audit Function.

The Senior Executive VP Internal Audit & Compliance of the Company (who also plays the role of Head of the Internal Audit Function) is in charge of the structure that has been appointed a "third-level" control activity. This is understood as the independent assessment of the structure and operation, as well as the adequacy and consistency with the guidelines defined by the Board, of the ICRMS as a whole, also by means of monitoring of line controls.

The Board of Directors resolved, after preliminary investigation by the Control Committee and the Remuneration and Appointment Committee, on the remuneration due for the performance of this function, consistently with company policies and made sure that it had adequate resources to carry out its duties.

The Head of the Internal Audit Function, according to the provisions of Recc. 33 letter b of the CG Code, is not in charge of any area of operations, reports directly to the Board of Directors and has direct access to all the Functions and information useful for the performance of his duties (Recc. 36 of the CG Code).

As the person responsible for the Internal Audit Function, the Senior Executive VP Internal Audit & Compliance is given a formal mandate to carry out the activities falling within his/her area of responsibility, pursuant to the CG Code, both on an ongoing basis, and in regard to specific needs, in full compliance with the international standards for this profession.

During 2025, the Internal Audit Function operated under the mandate approved, lastly, by the Board of Directors on 13 February 2025.

During the Year, the Board of Directors approved the 2025 Audit Plan prepared by the Senior Executive VP Internal Audit & Compliance (also in the role of head of the Internal Audit function), after preliminary investigation by the Control Committee, having heard the Board of Statutory Auditors and the Chief Executive Officer (CEO) (Recc. 33 letter c of the CG Code).

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The activities carried out by the Head of the Internal Audit Function during the Year and subsequently until the date of this Report in the area of controls, in the light of the provisions of the CG Code, are shown below.

CG Code	Activities carried out by the Head of IA during the Year and subsequently until the date of this Report
Recc. 36, letter a	Checks, both on an ongoing basis and with respect to specific requirements, in compliance with international professional standards, the functioning and suitability of the ICRMS through an Audit Plan approved by the Board of Directors based on a structured analysis and a prioritisation process for key risks.
Recc. 36, letter b	Based on results of Internal Audit activities, prepares periodic reports containing adequate information concerning the activities carried out, the ways risk management is carried out as well as compliance with the plans defined for their containment. Periodic reports include an assessment on the adequacy of the ICRMS.
Recc. 36, letter c	Prepares in a timely manner additional reports and notes on issues and events of special significance, at the request of Top Management according to the procedures set out in the Function Manual (since no specific requests were received from the Chief Executive Officer, the Control Committee and the Board of Statutory Auditors).
Recc. 36, letter d	Sends the above reports to the Chairmen of the Board of Directors, the Control Committee, the Board of Statutory Auditors and the Chief Executive Officer.
Recc. 36, letter e	Checks, as part of the Audit Plan, the reliability of information systems, including accounting systems. In regard to these verifications, the Internal Audit Function carries out, every two years, activity dedicated to the processes in the Corporate Information Technology area, using internationally accepted control frameworks as a reference.

As for the structure of the Internal Audit Function, this consists of individuals with diversified professional experience and suited to the fulfilment of their duties. Within the budget allocated, the Internal Audit Function makes use of external consultants when necessary to fulfil the specific requirements of the Audit Plan.

Moreover, the Senior Executive VP Internal Audit & Compliance interfaces with the other control bodies, as explained in the Section 9.8 below.

9.4. Organisational Model pursuant to Italian Legislative Decree 231/2001.

Since 29 January 2003, the Company has adopted the "Organisation, Management and Control Model" envisaged by art. 6 of Italian Legislative Decree 231/01, inspired by the Confindustria guidelines approved on 7 March 2002 and updated over the years. The Model, after 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 changes in the Company organisation 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 Organization, Management and Control Model pursuant to Italian Legislative Decree 231/2001 has been updated in order to incorporate the recently introduced regulatory developments. Its current version, approved by the Board of Directors of Webuild on 12 February 2026, can be found, as regards the General Part, on the Website, in the Governance - Ethics Integrity Compliance - Model 231 and Supervisory Body Section.

To comply with the specific provisions of Italian Legislative Decree 231/01, taking into account the analysis of the company's situation and activities potentially at risk of offence, the following offences are considered significant: offences committed in relations with the Public Authorities, forgery of coins, public

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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 use of money, assets or other benefit illegally gained, crimes against safety in the workplace, cybercrimes and 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 third-country nationals without regular work permit, undue incitement to give or promise benefits and corruption between individuals, self-laundering, false accounting, illegal intermediation and exploitation of labour ("illegal hiring"), tax offences, offences against cultural heritage, smuggling offences and offences relating to payment instruments other than cash and offences relating to the breach of restrictive measures of the European Union.

The Board of Directors, lastly, on 25 July 2024, has set at three the number of members of the Supervisory Body as per art. 6 of Italian Legislative Decree 231/2001, in line with the provisions of the Organization, Management and Control Model.

Currently, the composition of the Supervisory Body provides for one member to be chosen within the Company, identified in the Senior Executive VP Internal Audit & Compliance Department, and two members to be chosen among experts from outside the Company, identified by their specific expertise in the legal field or in-depth knowledge of the construction sector and corporate organisation. The identification, as component of the Supervisory Body, of the Senior Executive VP Internal Audit & Compliance Department, allows the coordination among the different parties involved in the operation of the ICRMS (Recc. 33, letter e of the CG Code).

The term of office of the Supervisory Body provides for a three years mandate and therefore until approval by the Board of Directors of the half-yearly financial report at 30 June 2027.

In accordance with the Model, the Chairman of the Supervisory Body is chosen among the members from outside the Company. The Supervisory Body consists of individuals with specific expertise in control activities, analysis of control systems and legal issues (in particular, criminal proceedings), to ensure the presence of the expertise needed to perform its functions.

Supervisory Body in office at the date of this report

Ugo Lecis	Chairman	External expert
Marina Colletta	Member	External expert
Francesco Albieri	Member	Senior Executive VP Internal Audit Function

Lane Industries Incorporated – the 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 29 July 2021, is an integral part of the Model and is available on the Website in the Governance – Internal Control and Risk Management System - Code of Ethics Section.

9.5. Anti-Corruption Model.

In compliance with the Code of Ethics and in accordance with the tenth principle of the Global Compact based on 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 16 June 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 12 February 2026. It provides a systematic reference framework of Anti-Corruption regulatory instruments and policies, which Webuild intends to pursue 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,

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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", which 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 supporting operating procedures 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 Whistleblowing platform, in line with the provisions of Italian Law 179/2017, EU Directive 1937/2019 and Italian Legislative Decree 24/2023, which allows employees, contractors, consultants, suppliers and any other third party involved with Webuild to submit, even anonymously, reports of alleged or known violations of applicable laws or regulations, of the Code of Ethics, of the Anti-Corruption Model and/or of the Organization, 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.) the company is part of.

The current Anti-Corruption Model of the Company is published on the Website in the Governance – Internal Control and Risk Management - Anti-corruption System Section.

9.6. Auditor.

The Shareholders' Meeting of the Company held on 27 April 2023, in acceptance of the proposal of the Board of Directors and taking into account the Recommendation of the Board of Statutory Auditors, assigned PriceWaterhouseCoopers S.p.A. the nine-year statutory audit appointment, for the years 2024-2032, pursuant to Italian Legislative Decree 39/10 in force at that date. This auditor is also responsible for certifying the compliance of the Company's Consolidated Sustainability Report with the provisions of Italian Legislative Decree 125/24.

During the Year, also taking into account the absence of observations by the Risk, Control and Sustainability Committee and the Board of Statutory Auditors, the Board of Directors took note of the Additional Report of the auditor following the external audit of the financial statements and consolidated financial statements of Webuild S.p.A. for the year ended 31 December 2024, which did not reveal any significant issues for the supervision of the financial reporting process nor any significant deficiencies in the related internal control system.

For the sake of completeness, it should be noted that the Company has adopted an internal procedure relating to the process of contribution by the Company and the operating units of the Group of Audit and Non-Audit Service assignments to the independent auditors appointed and parties related to these.

For further information on the appointment of PriceWaterhouseCoopers S.p.A. as independent auditors for the years 2024-2032, please refer to the following documentation published on the Website, in the Governance - Shareholders' Meeting Section in relation to this Shareholders' Meeting of 27 April 2023:

Report of the Board of Directors on the fourth item on the agenda of the Shareholders' Meeting of 27 April 2023;

Recommendation of the Board of Statutory Auditors pursuant to Italian Legislative Decree 39/10.

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9.7. Manager in charge of financial reporting and other company roles and functions.

Art. 27 of the Bylaws provides for the Board to appoint, and remove from office, after consulting the Board of Statutory Auditors, a Manager in Charge of Financial Reporting, setting the term of office and fee of this. The candidates chosen must have at least three years' experience in: (a) administration and finance or administration and control or management functions with experience in 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 professional activities closely related to the company's activities; 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 Company²⁰.

The position of Manager in Charge of Financial Reporting pursuant to art. 154-bis of the Consolidated Finance Act is currently held, for an indefinite period, by the Corporate and Finance General Manager Massimo Ferrari; he was granted all the powers and authority required to effectively carry out his functions and duties, with spending power within the budget approved each time by the Board of Directors.

Said Executive is also responsible for certifying that the Company's Consolidated Sustainability Report is prepared in accordance with the reporting standards applied pursuant to the European Directive, including the information to be provided on the basis of the so-called Taxonomy Regulation.

In particular, the Board of Directors, by decision of 13 March 2025, at the time of updating the Guidelines on the ICRMS, assigned the following powers to the Manager in charge of financial reporting.

POWERS OF THE MANAGER IN CHARGE OF FINANCIAL REPORTING

Directly access all information required to produce accounting and sustainability data.
Use internal communication channels with no limits, ensuring a correct intra-group exchange of information.
Have a free hand in organising his unit in terms of both human and technical resources (materials, IT and any other resources).
Independently define and adopt administrative and accounting procedures, including the procedures for the self-preparation of the Consolidated Sustainability Report, also by availing himself of the assistance of other company functions.
Assess and modify company policies, procedures and organisational structures that may relate to administrative and accounting processes, including the procedures for the preparation of the Consolidated Sustainability Report.
Participate in board and committee meetings, especially those which discuss issues related to the activities and responsibilities of the Manager in Charge of Financial Reporting.
Engage external consultants, where special business needs make this necessary.
Interact and exchange information with employees with control duties to ensure the ongoing mapping of risks and processes and the proper monitoring of the correct operation of administrative and accounting procedures, including the procedures for the preparation of the Consolidated Sustainability Report. To this end, the Manager in Charge of Financial Reporting reports, through periodic reports, to the Board of Directors, the Risk, Control and Sustainability Committee and the Board of Statutory Auditors on the activities carried out pursuant to Italian Law 262/2005 and Italian Legislative Decree no. 125/2024.
Provide certification on the compliance of the Consolidated Sustainability Report with the reference standards and on the compliance of the information with the provisions of the Taxonomy Regulation.

²⁰ The fields and areas of activity closely related to those of the Company business are those identified in art. 30, last paragraph of the Bylaws. This states: "Pursuant to art. 1, par. 2, letters b) and c) and par. 3 of Italian Ministerial Decree no. 162, 30 March 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 closely related to the scope of activity of the Company".

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On 18 December 2025, the Board of Directors approved the ‘Corporate – Financial and Sustainability Disclosure’ Guideline, which replaced the previous ‘Webuild Group Guidelines on the design of administrative-accounting processes pursuant to Law 262/05’. Compared to the previous version, the document introduced control safeguards and a Sustainability-related Risk Control Matrix (RCM) following the entry into force of the Sustainability Decree, and provided for alignment with the new procedures issued that have an impact on administrative-accounting controls and on the Control Environment of the Parent Company.

The Manager in Charge of Financial Reporting assigned a specific Mandate to the Internal Audit & Compliance Department to carry out tests on the suitability of the administrative/accounting procedures. In addition, a specific Mandate was granted to the same Department for the purpose of issuing the certification of the Manager in Charge of Financial Reporting on the compliance of the Consolidated Sustainability Report with the reference regulations.

The Board, lastly on 11 March 2026, expressed its positive opinion on the suitability of the powers and means of the Manager in charge of financial reporting as well as on the actual compliance with the administrative and accounting procedures set up by the latter.

As for the other roles and corporate functions involved in the controls, we refer to Section 9 above.

In the light of the current organisational structure of the Risk Management and Compliance functions, both in terms of hierarchical/functional reporting and in terms of the number of resources and relative professionalism and skills, also in the light of the statements made by the heads of the respective functions, the Board of Directors did not deem it necessary to take measures to ensure the effectiveness, efficiency and impartiality of these functions in the performance of their respective duties. (Recc. 33, letter d of the CG Code).

9.8. Cooperation between parties involved in the operation of the Internal Control and Risk Management System.

To maximise the efficiency of the ICRMS and reduce duplication of activities, the Board of Directors, as reported in Section 9.1 above, approved, most recently on 13 March 2025, the Guidelines of the ICRMS, which provide for timely methods to coordinate and exchange information among those involved in the operation of this system.

CO-ORDINATION METHODS AND INFORMATION FLOWS

The Control Committee’s meetings (in line with Recc. 37 of the CG Code) are attended by the Chairman of the Board of Statutory Auditors or another Auditor appointed by them (the other members of the control body may in any case attend), the Manager in Charge of Financial Reporting, the Senior Executive VP Internal Audit & Compliance and the Group Risk Officer. The meetings may also be attended by the Chairman of the Board of Directors, the Chief Executive Officer, managers, consultants, and independent auditors as well as any other party whose presence is considered by the Committee to be suitable for the specific items to be discussed. This has also the purpose to allow, in particular, the Board of Statutory Auditors and the Control Committee to exchange in a timely manner the information relevant to the performance of their tasks.
The Senior Executive VP Internal Audit Function submits regular reports on the activities performed to the Control Committee, so that the latter may inform the Board.
The Senior Executive VP Internal Audit Function transmits promptly and, normally, at the same time, to the Risk Owners and others involved in the operation of the ICRMS (including the Control Committee and the Board of Statutory Auditors), the reports prepared at the end of the audit to allow these parties to promptly take the necessary actions within their competence to manage the risks identified.
The Senior Executive VP of the Internal Audit Function and the Group Risk Officer liaise with each other for the execution of the audits, also by sharing work plans and information, taking into account the existing complementarities.

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10. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS

The Company has adopted a Procedure for Related Party Transactions which sets the rules, methods and principles to ensure the transparency and substantive and procedural correctness of Related Party Transactions carried out by the Issuer, either directly or through its subsidiaries. This procedure was last amended with a board resolution of 13 November 2025, after receiving the favourable opinion of the Committee for Related-Party Transactions and after an assessment of compliance with the principles of the Consob Regulation on Related Parties by the Board of Statutory Auditors.

The Procedure is available on the Website in the Governance - Documentation Section.

To carry out the tasks and functions specified by the Consob Regulation on Related Parties, the Board of Directors, most recently by means of its resolution of 24 April 2024, has set up, among its members, a Committee for Related-Party Transactions, the composition of which is as follows:

Committee for Related-Party Transactions in office at the date of this report

Francesco Umile Chiappetta	Chairman	non-executive independent director (minority list)
Davide Croff	Member	non-executive independent director
Itzik Michael Meghnagi	Member	non-executive independent director

Since the end of the Year, there was no change in the aforementioned composition. Information on the meetings of the Committee for Related-Party Transactions is provided below.

MEETINGS OF COMMITTEE FOR RELATED-PARTY TRANSACTIONS

	2025	2026 to date
Number of meetings held	6	1
Average duration	45 minutes	30 minutes
Operations	The operation of the meetings is regulated by Title II and IV of the Regulation of the Board of Directors and of the Board Committees as well as by the Procedure for Related Party Transactions.
Activities carried out	✓ Review of the Register of Related Parties as well as of the regular information on Related Party Transactions to be provided at the time of the Annual and Interim Financial Statements, without identifying critical issues to be submitted to the attention of the Board of Directors
✓ Review concerning the update of the Procedure for Transactions with Related Parties
✓ Issuance of a non-binding opinion in relation to a Low-Value Transaction
✓ Issuance of a non-binding opinion in relation to a Less Material Transaction
Attendees	To provide the appropriate in-depth examinations on the items on the agenda, the Committee meetings were attended, in addition to the Secretary, by the General Manager Corporate & Finance (for 1 meeting in 2025), by the Senior Manager Accounting Compliance (for 5 meetings in 2025 and at the sole meeting held in 2026 to date). The Board of Statutory Auditors attended the meetings of the Committee for Related-Party Transactions.
Minute-taking	Minutes of the Committee are regularly drawn up and signed by the Chairman and by the Secretary. With regard to the minutes, they follow the criteria applicable to the Board of Directors, as set out in Section 4.4 above.

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MEETINGS OF COMMITTEE FOR RELATED-PARTY TRANSACTIONS

Information to the Board of Directors	Pursuant to Recc. 17 of the CG Code, during the Year, the Chairman of the Committee reported, normally at the first possible meeting of the Board of Directors, on the activities carried out in each session of said Committee.
Pre-meeting disclosure for 2024 (2 days before the meeting)	no. of preparatory documents for the resolutions to be passed in the Year: 29 timing of the provision of documents with respect to the date of the meeting: 86% of the documents were made available within the notice period envisaged by the regulation.

Further information on the percentage attendance of each member of the Committee for Related-Party Transactions at the meetings held during the Year, is provided in Table 2, attached to this Report.

It should be noted that the Company pays particular attention to raising awareness and spreading an ever greater mindfulness of its structures with respect to the issues of related party transactions, including through specific training sessions. To this end, a training plan in Italian and English was launched in July 2022, through a specific e-learning platform used by the Company, aimed at heads of corporate functions, branches, group companies and projects in Italy and abroad, within the Accounting, Finance & Control, Operations Controlling and Procurement functions.

The provisions of art. 2391 of the Italian Civil Code apply to the Directors' conflict of Code

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11. BOARD OF STATUTORY AUDITORS

11.1. Appointment and substitution.

Information on the appointment and replacement of the members of the Board of Statutory Auditors of the Company envisaged by art. 30 of the Bylaws is provided below (to be consulted for further details, if any).

SCOPE	SUMMARY OF THE PROVISIONS OF THE BYLAWS (ART. 30)
Composition	The Board of Statutory Auditors consists of three standing auditors and two alternate auditors.
With a special reference to the representation of minority shareholders and the number and characteristics of the Statutory Auditors, the Issuer is not subject to further provisions in addition to those of the Italian Civil Code and Consolidated Finance Act.
The appointment of the Board of Statutory Auditors takes place, in compliance with the provisions in force from time to time concerning gender balance, on the basis of slates submitted by the shareholders in accordance with the procedures and within the limits set out below.
Outgoing statutory auditors may be re-elected.
Requirements	The members of the Board of Statutory Auditors must meet the requirements for taking office and remaining in office prescribed by law, the Bylaws and other applicable provisions.^{21}
Appointment methods	List voting (in case of appointment of the entire Board of Statutory Auditors).
Entitlement for list submission	Pursuant to the Bylaws, 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 (currently equal to 1% of the share capital with voting rights in the Ordinary Shareholders’ Meeting – see previous note 10).
Individual shareholders, shareholders forming part of significant shareholders’ agreements as per art. 122 of the Consolidated Finance Act, its parent company, subsidiaries and jointly controlled entities as per art. 93 of the Consolidated Finance Act cannot present, or be involved in presenting, either directly or through third parties or trustee companies, more than one list.
List formation	The lists are made up of candidates (who may be presented in only one list, under penalty of ineligibility) listed by means of a sequential number, in compliance with the pro-tempore law and regulatory provisions in force regarding independence and gender balance. Lists have two sections: one for the candidate for the office of Statutory Auditor and one for the candidate for the office 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 that have a total number of candidates of three or more must contain candidates of both genders, so as to ensure that the composition of the Board of Statutory Auditors complies with the provisions of the By-laws and with the provisions in force from time to time concerning gender balance. The lists are accompanied by the additional documentation required by the Bylaws.
Those who submit a ‘minority slate’ are subject to the recommendations issued by Consob in Communication No. DEM/9017893 of 26 February 2009 and must therefore provide a specific declaration attesting to the absence of any connections with the shareholders who hold, even jointly, a controlling or a relative majority interest.

21 As set out in Article 30 of the By-laws, as required by art. 1, par. 2, letters b) and c) and par. 3 of Italian Ministerial Decree 162, 30 March 2000 (Regulation laying down the requirements of professionalism and integrity for the members of the board of statutory auditors of listed companies to be issued pursuant to Article 148 of Legislative Decree No. 58 of 24 February 1998), 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 significant to the scope of activities of the Company. With regard to the independence requirements set out in Recommendations 7 and 9 of the CG Code, the qualitative and quantitative materiality criteria referred to in letters c) and d) of the aforementioned Recommendation 7, as defined by the Company’s Board of Directors, apply to the Statutory Auditors, as set out in Section 4.7 above.

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SCOPE

SUMMARY OF THE PROVISIONS OF THE BYLAWS (ART. 30)

Terms and modalities to submit a list

1) At least 25 (twenty-five) days before the day when the shareholders' meeting is held in first call.
2) In the event that only one list has been submitted by that date, i.e. only lists submitted by shareholders who are related to each other pursuant to art. 144-quinquies of the Consob Issuers' Regulations, lists may be submitted until the third day following that date by shareholders who, singly or with other shareholders, hold at least half of the percentage required for the submission of the slate (currently equal to 0.5% of the share capital with the right to vote at the Ordinary Shareholders' Meeting at the time the list is submitted).

Election methods

Two Standing Auditors and one Alternate Auditor are taken from the list that gained the largest number of votes at the Shareholders' Meeting, based on the progressive order in which they are listed.

The remaining standing auditor and the remaining alternate auditor are taken from the second list that gained the largest number of votes at the Shareholders' Meeting and that was submitted and voted by persons not connected, even indirectly, to the reference shareholders, ("Minority List"), based on the progressive order in which they are listed. In the event of a tie between the lists, please refer to the provisions of art. 30 of the Bylaws. 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.

Chairman

The candidate listed first on the Minority List shall serve as Chairman of the Board of Statutory Auditors.

Replacement

When one of the Statutory Auditors needs to be replaced, the Alternate Auditor from the same list is co-opted. 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 minority shareholders and in compliance with the applicable legislation on gender balance.

11.2. Composition and operations (pursuant to art. 123-bis, par. 2, letters d) and d-bis) of the Consolidated Finance Act

The Shareholders' Meeting of Webuild held on 27 April 2023 appointed the Board of Statutory Auditors for three years, and therefore, until the date of the Shareholders' Meeting called to approve the Financial Statements as at 31 December 2025, based on the applications submitted through the following two lists.

LISTS FOR RENEWAL OF BOARD OF STATUTORY AUDITORS (presented at the Shareholders' Meeting of 27 April 2023)

Party submitting the list	No. shares - list submission % of ord. share cap.	Candidates of the list	% vote (of the voting capital)
Salini S.p.A. and CDP	568,722,246	Statutory Auditors	89.521%
Equity S.p.A.	56.83%	1. Antonio Santi*
		2. Lucrezia Iuliano*
		Alternate Auditors
		1. Pierumberto Spanò *

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Inarcassa	22,930,578	Statutory Auditors	7.546%
	2.291%	1. Giovanni Maria Garegnani*
		2. Patrizia Riva
		Alternate Auditors
		1. Marco Seracini*

Candidates selected in compliance with the provisions of art. 30 of the Bylaws (see Section 13). Pursuant to the same article, the candidate Statutory Auditor selected by the minority list, Giovanni Maria Garegnani, has taken the functions of Chairman of the Board of Statutory Auditors.

In light of the upcoming expiry of the Board of Statutory Auditors, as indicated above, the Board of Directors, at its meeting held on 11 March 2026, convened the Ordinary Shareholders' Meeting of 29 April 2026 for the renewal of the body for the 2026–2027–2028 three-year term. For further information, reference is made to the Report of the Board of Directors published on the Company's Website, in the Governance – Shareholders' Meeting section, in relation to said Meeting.

Further information on the composition of the Board of Statutory Auditors at the end of the year can be found in Table 3 attached to this Report.

Taking into account the composition of the Board of Statutory Auditors, as indicated above, as well as the professional profiles of the individual members (available on the Website, in the Governance – Board of Statutory Auditors Section), also based on the results of the self-assessment carried out by the Board of Statutory Auditors itself (which the Board of Statutory Auditors reported to the Board of Directors on 12 February 2026), it appears that:

a) the individual members of the Board of Statutory Auditors confirmed that they meet the requirements of integrity, professionalism and compliance with the limits on the holding of offices established by law, as well as the requirements of independence established by the laws and regulations in force and by Recc. 7 of the Code of Corporate Governance, and by the guidelines put forward by the Board of Directors of 12 March 2021 (and confirmed during the Board meeting of 22 February 2024), on the qualitative and quantitative requirements referred to in points c) and d) of the aforementioned Recc. 7;

b) the Board of Statutory Auditors as a whole meets the regulatory requirements for gender diversity, including diversity in terms of age and professional experience. The different profiles of the components complement each other well;

c) the professional skills of the members with reference to the topics covered by the activity of the Board of Statutory Auditors are on the whole analysed in-depth, as are the skills with reference to the business sector in which the Company operates.

The meetings of the Board of Statutory Auditors are held on the basis of a specific work plan, with the frequency required for the Board to perform its functions effectively.

The calendar is determined in coordination with the meetings of the Risk, Control and Sustainability Committee, in which the Board of Statutory Auditors participates, and Board of Directors convened to consider matters on which the opinion of the Control Body may be required.

We provide below information on the meetings of the Board of Statutory Auditors.

MEETINGS OF THE BOARD OF STATUTORY AUDITORS

	2025	2026 to date
Number of meetings held	21	8
For 2026, the number of meetings is expected to be in line with those held during the Year.
Average duration	1 hour and 27 minutes	1 hour and 32 minutes

Further information concerning the percentage attendance of each member of the Board of Statutory Auditors at the meetings held during the year is shown in Table 3 attached to this Report.

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Diversity Policies in the composition of the Board of Statutory Auditors.

Without prejudice to the content of Section 4.3 regarding the Diversity Policies for the board members, with regard to the methods for defining the Diversity Policies in the formation of the Board of Statutory Auditors, the Company follows the following method:

verification and self-assessment by the Board of Statutory Auditors on its own composition and operation, considering the aspects significant for gender, age and educational and professional background diversity;
discussion of the results of this self-assessment with the Board of Directors;
assessment by the Board of Directors of the need to adopt specific policies, based on the report submitted by the Board of Statutory Auditors.

Gender diversity.

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

The Company introduced in its Bylaws (art. 30) specific provisions aiming at ensuring a balanced representation of both genders in the composition of the Board of Statutory Auditors.

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-assessment for the Year, no additional policies on gender diversity have been adopted.

Age diversity.

In regard to age diversity, taking into account the indications of the Board of Statutory Auditors in the context of its annual self-assessment - which did not report on age diversity - no specific policy has been adopted on the matter.

Educational and professional background diversity

Taking into account the indications of the Board of Statutory Auditors in the context of its annual self-assessment - which suggest the suitability of the Board of Statutory Auditors in terms of professional expertise of its members, also pursuant to the art. 2397 of the Italian Civil Code and art. 148 of the Consolidated Finance Act - no specific policy has been adopted on the matter.

Independence.

On 27 April 2023, after the appointment of the Board of Statutory Auditors by the Shareholders' Meeting on that day, the Board of Statutory Auditors confirmed that each Statutory Auditor met the independence requirements set out by art. 148 of the Consolidated Finance Act and Recc. 7 of the Code of Corporate Governance - January 2020 edition (also with reference to the guidelines expressed by the Board of Directors on the requirements referred to in letters c) and d) of this Recc., as detailed in Section 4.7.) notifying the Board of Directors for the purposes of the necessary resolutions and the related market disclosure.[22]

After its shareholders' meeting appointment, on 31 January 2024, 14 January 2025 and 15 January 2026, the Board of Statutory Auditors confirmed that each statutory auditor met said requirements and informed the Board of Directors respectively at its meeting on 22 February 2024, on 13 February 2025 and on 12 February 2026.

Remuneration.

Pursuant to Recc. 30 of the CG Code, the remuneration of the Statutory Auditors is determined by the Shareholders' Meeting and must be adequate in light of the competence, professionalism and level of commitment required by the significance of the role, as well as by the size and sector characteristics of the Issuer and its situation (Recommendation 30 of the CG Code). The current remuneration of the Board of Statutory Auditors was resolved by the Shareholders' Meeting held on 27 April 2023.

[22] Press release of 27 April 2023.

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The Ordinary Shareholders' Meeting of 29 April 2026 will be called upon to adopt the appropriate resolutions on the matter concurrently with the appointment of the Board of Statutory Auditors for the 2026–2027–2028 financial years.

Management of interests.

The Company complies with Recc. 37 of the CG Code, which provides for Statutory Auditors who, either directly or on behalf of third parties, have an interest in a specific transaction of the Issuer, to inform the other statutory auditors and the Chairman of the Board promptly and comprehensively of the nature, terms, origin and scope of their interest.

11.3. Role.

Information on the role and main activities of the Board of Statutory Auditors during the Year is provided in the Report prepared by the Board itself pursuant to art. 153 of the Consolidated Finance Act, published on the Website, in the Governance - Shareholders' Meeting Section in relation to the Shareholders' Meeting of 29 April 2026, to which reference is made.

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12. INVESTOR RELATIONS AND OTHER RELEVANT STAKEHOLDERS

Access to information.

The Company believes that it is in its interests - and also a duty to the market - to have an ongoing dialogue with its shareholders and institutional investors based on a common understanding of their roles. Such dialogue must be in any case comply with the procedure for the processing of significant and privileged information and the internal procedures for market communications, to ensure that investors and potential investors receive the same information as needed to take informed investment decisions.

Therefore, the function currently known as the Investor Relations was set up, with a dedicated corporate unit that reports to the Investor Relator (currently Amarilda Karaj), whose specific duties include managing relations with investors. The Investor Relator has a dedicated email address to receive communications and requests from shareholders ([email protected]).

The Section "Investor Relations" ("Investitori" in the Italian site) is also active on the Website, containing all the information of interest to the shareholders and other relevant stakeholders of the Issuer, to allow the same to exercise their powers and rights in an informed manner.

Investor relations and other relevant stakeholders.

The Board of Directors of the Company has adopted the "Policy for the management of dialogue with Investors" ("Engagement Policy") last updated on 3 March 2023, with the aim of spelling out the general principles, the management process and the main content of the dialogue ongoing between the totality of Webuild's institutional and retail investors, actual or potential, as well as holders of other financial instruments issued by the same ("Investors"), on one hand, and the Company itself, on the other ("Dialogue").

The Engagement Policy, drawn up in compliance with the provisions of Recc. 3 of the CG Code, takes into account the engagement policies adopted by the main institutional investors and the asset managers of Webuild.

The main features of the Company's Engagement Policy are represented below.

SCOPE	SUMMARY OF PROVISIONS AND ACTIVITIES
Functions involved	Chief Executive Officer: in charge of the Dialogue with the support of the Corporate and Finance General Manager
Chairman: ensures that the Board of Directors is informed about the Dialogue activities carried out
Investor Relations and Corporate Affairs Functions: each in relation to those matters falling within their competence, are the organisational units appointed to receive and collect the requests made by the Investors and to ensure the coordination of the activities and contents of the Dialogue with them.
Subject matter of the Dialogue	Information on activities, strategies, financial and non-financial performance, risks, environmental, social and governance issues (ESG issues), in compliance with law and regulatory requirements.
Dialogue tools on an ongoing basis	✓ Press releases, periodic financial reports and quarterly reporting on business performance;
✓ Annual Shareholders' Meeting;
✓ conference calls dedicated to the financial community;
✓ roadshows, investor days or other meetings;
✓ conferences organised by the main brokers, industry meetings or other events;
✓ dialogue with Proxy Advisors;
✓ specific Section of the Group's website, in which all financial reports and relevant information are published to provide a better understanding of corporate events. Specific sections are dedicated to governance and sustainability issues;
✓ Webuild livestreamed construction site, which is an open window on the Group's ongoing projects in Italy and the Company's Digital Magazine We Build Value;
✓ social channels (Twitter, Instagram, Facebook, LinkedIn, YouTube);

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SCOPE	SUMMARY OF PROVISIONS AND ACTIVITIES
Interaction with the Company	✓ other communication methods used from time to time (such as the promotion and organisation of cultural events and initiatives).
✓ at each Shareholders’ Meeting, submitting questions on the items on the agenda;
✓ at the request of Investors in the manner and on the terms set out in the Policy. The Company assesses whether the Dialogue request can be accepted or should be refused and, if accepted, the ways (Bilateral, Collective) in which the Dialogue should take place;
✓ on the initiative of the Company.
Disclosure	The Board of Directors receives an update:
✓ by the first available meeting in case of significant elements, and in any case on the occasion of the discussion of the half-yearly and annual financial results subject to market disclosure, on the Dialogue activities carried out;
✓ on a regular basis on market sentiment and consensus, as well as on Webuild’s analyst coverage;
The Chairman of the Board of Directors ensured that the Board of Directors was updated on the above at its meetings on 13 March 2025, 24 July 2025 and 11 March 2026.
Dialogue activities carried out during the Year	During the Year, financial communication was conveyed to investors and stakeholders essentially through the organisation, on a half-yearly basis, of conference calls on financial results, and various virtual and face-to-face meetings with the financial community, including through participation in conferences organised by Italian and foreign brokers.
The topics discussed, in line with the Policy, included in particular financial and sustainability performance, future development plans and corporate strategy, rating agencies’ expectations, potentia M&A transactions and sustainable growth strategy.

The Engagement Policy is available on the Website, in the Governance - Documents Section.

With regard to the Company’s practices for dialogue and engagement with its other relevant stakeholders, reference is made to the Company’s Website, Sustainability Section –Commitment – Stakeholder Engagement.

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13. SHAREHOLDERS' MEETINGS (art. 123-bis, par. 1, letter l), and par. 2, letter c) of the Consolidated Finance Act)

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

ARTICLES OF THE BYLAWS

OPERATION OF THE SHAREHOLDERS' MEETING

Art. 12
The Shareholders' Meeting may also be convened at a location other than 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 unless special voting rights are granted under the conditions and with the timing provided for.
We refer to Section 2 above of this Report.

Art. 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 verifies the validity of the proxies and the rights of those present to attend the Meeting.
The Company may designate, for each Shareholders' Meeting, a person to whom shareholders may grant proxy with voting instructions on all or some of the proposals on the agenda, in the manner and under the terms provided for by law and the regulatory provisions in force at the time. The proxy is effective only for proposals in relation to which voting instructions are given. Where provided for and/or permitted by the law and/or pro-tempore regulatory provisions in force, the Company may request that the participation and exercise of the right to vote at the Shareholders' Meeting by the persons entitled thereto may also take place exclusively by granting the proxy (or sub-proxy) to such person, in accordance with the procedures provided for by the same laws and/or regulatory provisions. If the Company applies the latter right, and where provided for and/or permitted by the law and/or the pro tempore regulatory provisions in force, the Company may request that the participation in the Shareholders' Meeting by the entitled parties may also or only take place by means of telecommunications that guarantee their identification, without the need for the Chairman, Secretary and/or Notary to be in the same place.

Art. 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 art. 20 and 30 of the Bylaws (Sections 4 and 13 of this Report).

Art. 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 and 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 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

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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 needs 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, are subsequently recorded in the aforementioned register.

The Company has a "Regulation of Shareholders' Meetings" aimed at ensuring the orderly conduct of Shareholders' Meetings, respecting each shareholder's fundamental right to request clarifications on the matters on the agenda, to express opinions and make proposals, lastly approved by the Shareholders' Meeting of 30 April 2021.

The current version of the Regulation of Shareholders' Meeting is available on the Website in the Governance – Shareholders' Meeting Section.

In regard to the Ordinary Shareholders' Meeting held on 16 April 2025, the Board of Directors has prepared the reports on all items on the agenda to ensure that the shareholders received the information necessary to take informed decisions on the matters within their competence.

This Shareholders' Meeting was attended (including the Chairman) by 10 Directors.

The Board, through the Annual Financial Report and the other Reports on the various items on the agenda, reported on the activities carried out and scheduled and took the necessary steps to ensure that shareholders received the information necessary to take informed decisions on the matters within their competence.

During the Year, the Board of Directors did not find it necessary to submit proposals to the Shareholders' Meeting on the corporate governance model, the articulation of the administrative and economic rights of shares, and the percentages set for the exercise of the prerogatives aimed at the protection of minority shareholders.

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14. ADDITIONAL CORPORATE GOVERNANCE PRACTICES (art. 123-bis, par. 2, letter a), second part of the Consolidated Finance Act)

There are no issues to report in this regard.

15. CHANGES SINCE YEAR END

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

16. COMMENTS ON THE LETTER OF THE CHAIRMAN OF THE CORPORATE GOVERNANCE COMMITTEE

The Board of Directors, for the first time at the meeting of 12 February 2026, when examining the results of the self-assessment and, subsequently, in the meeting of 2 April 2026, examined the Recommendations contained in the letter of 18 December 2025 of the Chairman of the Corporate Governance Committee of Borsa Italiana S.p.A., in order to identify possible developments in governance or to fill any gaps in the application or in the explanations provided. For this activity, the Board used the preliminary activities of the Risk, Control and Sustainability Committee as well as the Remuneration and Appointment Committee, which have each examined the Recommendations, for the aspects within their competence.

The Recommendations were also reviewed by the Board of Statutory Auditors, as part of its participation in the meetings of the Committee and the Board of Directors in which this matter was addressed.

The considerations made by the Board of Directors are reported below, in relation to the aforementioned recommendations.

MEASURABILITY OF THE COMPONENTS OF THE REMUNERATION POLICY

Recommendation

"The Committee therefore invites listed companies to review their remuneration policies that will be submitted to shareholders' vote starting from 2026 in order to:

verify whether provisions exist relating to possible extraordinary payments and/or possible end-of-office indemnities for executive directors;
assess the adequacy of such provisions in light of the measurability principle recommended by the Code and, where the assessment is negative, supplement such provisions with maximum thresholds and clear reference parameters;
in carrying out this analysis, take into account any explicit requests submitted on these matters by relevant investors on the occasion of the shareholders' vote on the policies and/or during extra-meeting engagement activities.

The Committee invites the administrative bodies to report on this review and on any initiatives undertaken to amend the remuneration policy in the next corporate governance report."

Controls/Solutions

The Company's Remuneration Policy provides for:

without prejudice to the possibility of derogation provided for in paragraph 2.5 of the 2026 Remuneration Report, a detailed framework regarding the treatments applicable in the event of termination of office or termination of the employment relationship, with clear maximum limits (see paragraph 3.5 of the 2026 Remuneration Report);
a framework governing the possibility of derogating — in the presence of exceptional circumstances — from the fixed and variable components (STI Plan and LTI Plan) of remuneration and, in particular, from the pay mix [...], and therefore allows for the possibility of granting extraordinary payments (see paragraph 2.5 of the 2026 Remuneration Report). In this respect, in order to fully recognise the contribution of Top Management in the event of truly extraordinary operations and performance by the Group — operating in a complex global context marked by rapid geo-political developments — the Company currently considers it appropriate to retain full flexibility in

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determining the amount that may be granted as extraordinary bonuses. In any event, such awards, where exceptional and objective circumstances occur, remain subject to the governance process described in the above-mentioned paragraph 2.5.

DEVELOPMENT OF DIALOGUE WITH OTHER RELEVANT STAKEHOLDERS

Raccomandazione

"The Committee therefore invites large companies to adopt, during the 2026 financial year, a dialogue policy with the other stakeholders relevant to the company (either combined with or separate from the policy addressed to shareholders at large). The policy:

identifies the criteria for determining the categories of other stakeholders relevant to the company, defining appropriate methods for communicating with the recipients of the dialogue;
identifies the corporate bodies and functions entrusted with managing the dialogue;
identifies specific thematic areas of interest for the dialogue with the other stakeholders relevant to the company;
assigns to the Chair of the administrative body the task of ensuring that the body itself is adequately informed about the development and the significant content of the dialogue conducted with the other stakeholders relevant to the company.

The Committee invites the administrative bodies to provide, in the next corporate governance report, information on the initiatives undertaken, and, in the corporate governance report to be published in 2027, adequate information on the policy and on the effective dialogue carried out with the other stakeholders relevant to the company, outlining the topics addressed in the dialogue and any initiatives undertaken by the company as a result."

Presidi/Soluzioni

In response to the different characteristics and needs of its other relevant stakeholders, the Company already adopts diversified and flexible dialogue and engagement practices, as further detailed on the Company's Website, Section 'Sustainability – Our Commitment – Stakeholder Engagement'.

Without prejudice to the foregoing, the Company may consider, during the 2026 financial year, the formalisation of a specific policy in this regard.

The Board of Directors has also re-examined the previous Recommendations issued since 2020, as reported in Annex 2 of the Borsa Italiana Format, and has not deemed it necessary to introduce any further measures beyond those already implemented from time to time, nor to provide additional comments beyond the considerations previously expressed.

The Board of Statutory Auditors oversaw the examination, by the Board of Directors, of the above-mentioned recommendations.

Rozzano, April 3, 2026

For the Board of Directors

The Chairman Gian Luca Gregori

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TABLE 1

STRUCTURE OF THE BOARD AS OF THE END OF THE FINANCIAL YEAR 2025

BOARD OF DIRECTORS

Position	Members	Year of birth	Date of first appointment	In role from	In role until	List (submitters) (**)	List (M/m) (***)	Exec.	Non-exec.	Indep. Code CG	Indep. TUF	N. other positions	Attendance (***)
Chairman	Gregori Gian Luca	1961	24.04.2024	24.04.2024	2026 Balance appr.	Shareholders	M	-	X	X	X	1	9/9
CEO/AD •	Salini Pietro	1958	17.07.2012	17.07.2012	2026 Balance appr.	Shareholders	M	X	-	-	-	2	9/9
Director	Chiappetta Francesco Umile	1960	24.04.2024	24.04.2024	2026 Balance appr.	Shareholders	m	-	X	X	X	1	9/9
Director	Croff Davide	1947	30.04.2021	30.04.2021	2026 Balance appr.	Shareholders	M	-	X	X	X	2	9/9
Director	Diaz della Vittoria Pallavicini Moroello	1970	24.04.2024	24.04.2024	2026 Balance appr.	Shareholders	M	-	X	X	X	3	9/9
Director	Fandella Paola	1962	24.04.2024	24.04.2024	2026 Balance appr.	Shareholders	M	-	X	X	X	-	9/9
Director	Fonzi Francesca	1974	24.04.2024	24.04.2024	2026 Balance appr.	Shareholders	M	-	X	-	X	2	8/9
Director	Iucci Lorenzo	1985	13.11.2025	13.11.2025	Next Shareholders’ Meeting	Shareholders	M	-	X	-	X	-	2/2
Director	Mazzarella Flavia	1958	30.04.2021	30.04.2021	2026 Balance appr.	Shareholders	M	-	X	X	X	1	9/9
Director	Meghnagi Itzik Michael	1984	24.04.2024	24.04.2024	2026 Balance appr.	Shareholders	M	-	X	X	X	-	9/9
Director	Naddeo Teresa	1958	30.04.2021	30.04.2021	2026 Balance appr.	Shareholders	M	-	X	X	X	4	9/9
Director	Salini Alessandro	1961	28.04.2016	28.04.2016	2026 Balance appr.	Shareholders	M	-	X	-	-	2	9/9
Director	Torielli Serena	1969	30.04.2021	30.04.2021	2026 Balance appr.	Shareholders	M	-	X	X	X	1	8/9
Director	Valensise Michele	1952	30.04.2021	30.04.2021	2026 Balance appr.	Shareholders	M	-	X	X	X	2	9/9
Director	Zanetti Laura	1970	30.04.2021	30.04.2021	2026 Balance appr.	Shareholders	M	-	X	X	X	2	9/9
DIRECTORS WHO LEFT OFFICE DURING THE FINANCIAL YEAR
Director	Mele Francesco Renato	1969	03.10.2022	03.10.2022	13.11.2025	Shareholders	M	-	X	-	-	-	7/8

No. of meetings held during the Financial Year: 9
quorum for the submission of lists by minority shareholders for the election of one or more members (pursuant to Article 148 of the TUF): 1%

NOTES

This symbol indicates the director in charge of the internal control and risk management system.
(*) The date of first appointment for each director refers to the date on which the director was appointed for the first time (ever) to the Issuer BoD.
(**) This column indicates whether the list from which each director was selected was submitted by shareholders (indicating "Shareholders") or by the BoD (indicating "BoD").
(***) This column indicates whether the list from which the director was selected was a "majority" (M) or "minority" (m) list.
(***) This column specifies the number of positions as director or statutory auditor held by the person concerned in other companies listed on regulated markets, or companies of significant size. The positions are specified in full in the Corporate Governance Report.
(***) This column shows the attendance of directors in board meetings in relation to the total number of meetings they could have attended.

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TABLE 2
BOARD COMMITTEES STRUCTURE AS OF THE END OF THE FINANCIAL YEAR 2025

Board of Directors		Committee for Related Party Transactions		Control, Risks and Sustainability Committee		Compensation and Nominating Committee
Position/Qualification	Members	(*)	(**)	(*)	(**)	(*)	(**)
Non-executive Director Chairman of the Board - independent pursuant to TUF and from CG Code	Gregori Gian Luca			11/12	M
Non-executive Director – independent pursuant to TUF and CG Code	Chiappetta Francesco Umile	6/6	P
Non-executive Director – independent pursuant to TUF and CG Code	Croff Davide	6/6	M
Non-executive Director – independent pursuant to TUF and CG Code	Diaz della Vittoria Pallavicini Moroello			11/12	M	6/7	M
Non-executive Director – independent pursuant to TUF and CG Code	Fandella Paola			12/12	M	7/7	M
Non-executive Director – independent pursuant to TUF and CG Code	Mazzarella Flavia			12/12	M
Non-executive Director – independent pursuant to TUF and CG Code	Meghnagi Itzik Michael	6/6	M
Non-executive Director – independent pursuant to TUF and CG Code	Naddeo Teresa			12/12	P
Non-executive Director – independent pursuant to TUF and CG Code	Torielli Serena			12/12	M
Non-executive Director – independent pursuant to TUF and CG Code	Zanetti Laura					7/7	P

NOTES: () attendance of directors in board meetings in relation to the total number of meetings they could have attended. (*) role of the director within the Committee: "P": Chairman; "M": Member.

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TABLE 3
STRUCTURE OF THE BOARD OF STATUTORY AUDITORS AS OF THE END OF THE FINANCIAL YEAR 2025

BOARD OF STATUTORY AUDITORS
Position	Members	Year of birth	Date of first appointment (*)	In role from	In role until	List (M/m) (**)	Indep. CG Code	Attendance BoSA (***)	N. of other positions (***)
Chairman	Garegnani Giovanni Maria	1960	27.04.2023	27.04.2023	2025 Balance appr.	m	X	21/21	4
Statutory Auditor	Santi Antonio	1977	27.04.2023	27.04.2023	2025 Balance appr.	M	X	21/21	10
Statutory Auditor	Iuliano Lucrezia	1982	27.04.2023	27.04.2023	2025 Balance appr.	M	X	21/21	5
Alternate Auditor	Spanò Pierumberto	1961	27.04.2023	27.04.2023	2025 Balance appr.	M
Alternate Auditor	Seracini Marco	1957	27.04.2023	27.04.2023	2025 Balance appr.	m

No. of meetings held during the Financial Year: 21

Specify the required quorum for the submission of lists by minority shareholders for the election of one or more members (pursuant to Article 148 of the TUF): 1%

NOTES

() The date of first appointment for each Auditor refers to the date on which the auditor was appointed for the first time (ever) to the Issuer BoSA.
() This column specifies if the list from which each auditor has been taken is of "majority" (specifying "M") or of "minority" (specifying "m").
() This column specifies the attendance of the auditors in the meetings of the Board of Statutory Auditors (indicate the number of meetings attended in relation to the total number of meetings in which they could have attended).
(*) This column specifies the number of positions of director or auditor held by the interested party pursuant to art. 148-bis TUF and the relative implementing provisions contained in the Consob Issuers Regulation. The complete list of assignments is published by CONSOB on its website pursuant to art. 144-quinquiesdecies of the Consob Issuers Regulation.

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LIST OF POSITIONS HELD IN OTHER COMPANIES LISTED ON REGULATED MARKETS OR COMPANIES OF SIGNIFICANT SIZE AS OF THE END OF THE FINANCIAL YEAR 2025

(not part of the Issuer's Group)

Director	Company	Position
Gregori Gian Luca	TERNA S.p.A.	Board Member
Salini Pietro	SALINI COSTRUTTORI S.p.A.	Chief Executive Officer
	SALINI S.p.A.	Chief Executive Officer
Chiappetta Francesco Umile	TECHNOGYM S.p.A.	Board Member
Croff Davide	CREDITO FONDIARIO S.p.A.	Deputy Vice Chairman
	ALIANTE SUISSE SA	Board Member
Diaz della Vittoria Pallavicini Moroello	FINTECNA S.p.A.
AON ITALIA S.r.l.
BANCA IFIS S.p.A.	Chairman
Chairman
Board Member
Fandella Paola	-	-
Fonzi Francesca	FONDO ITALIANO DI INVESTIMENTO SGR S.p.A.
CDP Equity S.p.A.	Board Member
Board Member
Iucci Lorenzo	-	-
Mazzarella Flavia	CDP S.p.A.	Board Member
Meghnagi Itzik Michael	-	-
Naddeo Teresa	PIRELLI S.p.A.
BANCA MEDIOLANUM S.p.A.
MEDIOLANUM ASSICURAZIONI S.p.A.
MEDIOLANUM VITA S.p.A.	Statutory Auditor
Statutory Auditor
Chairman of the Board of Auditors
Chairman of the Board of Auditors
Salini Alessandro	SALINI COSTRUTTORI S.p.A.
SALINI S.p.A.	Board Member
Board Member
Torielli Serena	TESSELLIS S.p.A. (già TISCALI S.p.A.)
EXPERT.AI S.p.A.	Board Member
Board Member
Valensise Michele	IQERA ITALIA S.p.A.	Board Member
Zanetti Laura	ITALMOBILIARE S.p.A.
ALLIANZ BANK FINANCIAL ADVISORS S.p.A.
EDIZIONE S.p.A.	Chairman
Board Member
Board Member
DIRECTORS WHO LEFT OFFICE DURING THE FINANCIAL YEAR
Mele Francesco Renato	-	-

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Webuild — Governance Information 2026

4062_rns_2026-04-03_42455f73-6783-4125-98b3-a7e065c82517.pdf

Report on Corporate Governance and Ownership Structure

CONTENTS

GLOSSARY

INTRODUCTION

1. ISSUER PROFILE

General profile

Pillars of the corporate identity and organisational structure

Responsible and sustainable business model

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

Share capital structure

Restrictions on the transfer of securities

Significant investments in share capital

Securities that confer special rights

Employees share ownership

Restriction on voting rights

Shareholders' agreements

Shareholders' Agreement Salini/CDPE.

Shareholders’ Agreements Salini Costruttori/Salini.

Provisions of the Bylaws on takeover bids

Delegated powers regarding share capital increases

Authorisations to purchase treasury shares

Management and coordination (art. 2497 et seq. Italian Civil Code)

Other information

Webuild is subject to management and coordination by Salini Costruttori.

SCHEME 1 - SHARE CAPITAL STRUCTURE AT THE DATE OF THIS REPORT

SCHEME 2 - OTHER FINANCIAL INSTRUMENTS AS AT THE DATE OF THIS REPORT

3. COMPLIANCE (pursuant to art. 123-bis, par. 2, letter a), first part of the Consolidated Finance Act)

3.1. Compliance with the Code of Corporate Governance.

4. BOARD OF DIRECTORS

4.1. Role of the Board of Directors

Activities assigned to the BoD, pursuant to the Recommendations of the CG Code

Activities of Webuild BoD during the Year and thereafter

Activities assigned to the BoD, pursuant to the Recommendations of the CG Code

Activities of Webuild BoD during the Year and thereafter

4.2 Appointment and replacement (pursuant to art. 123-bis, par. 1, letter I), first part of the Consolidated Finance Act)

SCOPE

SUMMARY OF THE BYLAWS PROVISIONS (ART. 20 AND 21)

Chairman

Deputy Chairman

Replacement Co-optation¹⁰

4.3. Composition (pursuant to art. 123-bis, par. 2, letter d) and d-bis) of the Consolidated Finance Act)

LISTS FOR THE RENEWAL OF THE BOARD OF DIRECTORS (submitted to the Shareholders' Meeting of 24 April 2024)

Diversity criteria and policies in the composition of the Board of Directors and in the corporate organisation.

Gender diversity.

Age diversity.

Age diversity of the current Board of Directors

Educational and professional background diversity

1. Employer Branding.

Employer Branding activities carried out

2. Selection and acquisition of human resources.

3. Training and development.

Maximum number of positions held in other companies.

4.4 Operations of the Board of Directors (pursuant to art. 123-bis, par. 2, letter d) of the Consolidated Finance Act).

SCOPE

SUMMARY OF THE PROVISIONS CONTAINED IN THE REGULATIONS OF THE BOARD OF DIRECTORS AND COMMITTEES

Managing the pre-meeting information to directors.

PRE-MEETING INFORMATION FOR 2025

MEETINGS OF THE BOARD OF DIRECTORS

4.5. Role of the Chairman of the Board of Directors.

CG CODE

ACTIVITIES CARRIED OUT BY THE CHAIRMAN

CG CODE

ACTIVITIES CARRIED OUT BY THE CHAIRMAN

Board Secretary.

4.6. Executive Directors and other functions of the Board of Directors.

Chief Executive Officer

Chairman of the Board of Directors

Deputy Chairman of the Board of Directors

Executive Committee (art. 123-bis, par. 2, letter d) of the Consolidated Finance Act).

Information to the Board from Directors/Delegated Bodies.

Other Executive Directors.

4.7. Independent Directors and Lead Independent Director.

Lead Independent Director.

5. MANAGEMENT OF COMPANY INFORMATION

6. BOARD COMMITTEES (pursuant to art. 123-bis, par. 2, letter d) of the Consolidated Finance Act)

7. SELF-ASSESSMENT AND SUCCESSION OF THE DIRECTORS - APPOINTMENT COMMITTEE

7.1 Self-assessment and succession of the Directors.

Webuild Governance Information 2026