Webuild — Proxy Solicitation & Information Statement 2026

Mar 19, 2026

Company subject to direction and coordination of Salini Costruttori S.p.A.

Registered Office: Centro Direzionale Milanofiori Strada 6 - Palazzo L - 20089 Rozzano (MI)

Share capital € 600.000.000,00 fully paid up

Milan, Monza Brianza and Lodi Business Registry and tax identification number 00830660155

webuild

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CERTIFIED

NOTICE OF CALL

ORDINARY SHAREHOLDERS' MEETING OF WEBUILD S.P.A.

pursuant to Article 16 of the Bylaws and to Article 125-bis of Legislative Decree 58/98 ("TUF").

The Ordinary Shareholders' Meeting of Webuild S.p.A. ("Webuild" or the "Company") is called to meet on Wednesday, April 29, 2026, at 10 a.m. in one single call, according to the methods described in this notice of call, to discuss and make resolutions on the following:

Agenda

1. Appointment of one Director following resignation and subsequent co-option pursuant to Article 2386 of the Italian Civil Code and Article 20 of the Bylaws. Inherent and consequent resolutions.
2. Financial statements at December 31, 2025. Directors', Board of Statutory Auditors', and Independent Auditors' Reports. Presentation of the Consolidated Financial Statements at December 31, 2025. Presentation of the Consolidated Sustainability report at December 31, 2025.

2.1. Approval of the Financial Statements at December 31, 2025.
2.2. Dividend distribution.

1. Appointment of the Board of Statutory Auditors for the 2026-2027-2028 period.

3.1. Appointment of the Board of Statutory Auditors.
3.2. Determination of the remuneration of the members of the Board of Statutory Auditors.

1. Report on the Policy for Remuneration and Compensation Paid pursuant to Article 123-ter of Legislative Decree 58 of February 24, 1998.

4.1. 2026-2028 Policy for Remuneration (Section I). Related disclosure.
4.2. Report on Compensation Paid in 2025 (Section II). Related resolutions.

1. Authorization to purchase and dispose of treasury shares subject to revocation, for the part that remained unexecuted, of the authorization resolution taken by the Ordinary Shareholders' Meeting on April 16, 2025. Related resolutions.

Share capital

As of today, pursuant to Article 6 of the Bylaws, the fully-paid up and subscribed share capital amounts to €600,000,000.00 and is divided into 1,019,302,424 shares, without par value, as follows:

(i) 1,017,686,933 ordinary shares (with the right to vote in the shareholders' meetings of the Company), of which:
- 485,366,342 ordinary shares with single vote;
- 532,320,591 ordinary shares with increased voting right;

for a total of 1,550,007,524 voting rights exercisable at Ordinary Shareholders' Meetings;

(ii) 1,615,491 savings shares (with the right to vote in meetings for that share class).

As of March 13, 2026, the Company holds 30,264,906 treasury shares for which, pursuant to the law, the voting right is suspended.

Entitlement to intervene and to vote at the Meeting

Pursuant to the Law, entitlement to intervene in the Meeting, that will only occur through the Appointed Representative, is subject to the receipt of a communication by the Company, to be requested by every entitled subject, to their intermediary and issued by the latter, based on the relevant evidence at the end of the accounting day of the seventh open trading day preceding the date set for the Meeting in single call (the "record date"), i.e., April 20, 2026. Registrations in credit and debt performed on the accounts after this term will therefore not allow the entitled subject to attend and vote at the Meeting. Those who become shareholders only after the above-mentioned record date will therefore not be entitled to intervene and vote at the Meeting. The intermediaries' notices to the Company are to be made pursuant to the regulations in force.

Voting by mail or through electronic means is not allowed.

Modes to intervene and vote by proxy through the Appointed Representative

As allowed by Article 14 of the Bylaws (and Article 106, paragraph 7, of Law Decree 18 of March 17, 2020, converted into Law 27 of April 24, 2020, whose term was further extended by Article 4, paragraph 11, of Law 26 of February 27, 2026, converting Law Decree 200 of December 31, 2025 (the "Decreto Milleproroghe 2026"), interventions in the Meeting will be carried out without accessing the meeting rooms, and exclusively through the Company's Appointed Representative pursuant to Article 135-undecies of Legislative Decree 58 of February 24, 1998 ("TUF"), who has been identified to be:

Monte Titoli S.p.A.,

with registered office in Milan, Piazza degli Affari 6

("Monte Titoli" or the "Appointed Representative").

The proxy to the Appointed Representative, with all the voting instructions regarding all or some of the proposals in the agenda, can be conferred (without costs incurred by the delegating party, except for any postage expenses) alternatively:

(i) pursuant to Article 135-undecies of the TUF, directly by the subject with the right to vote, by the end of the second open trading day preceding the Shareholders' Meeting date (i.e. by April 27, 2026) or,
(ii) making an exception to Article 135-undecies, paragraph 4, of the TUF, by the subject with the right to vote or by the subject delegated by the latter, pursuant to Article 135-novies of the TUF by 6 p.m. of the day preceding the Meeting (and, in any case, before the Meeting begins);
through the specific proxy form available on the Company website www.webuildgroup.com (the "Website") in the "Governance-Shareholders' Meeting" section.

The proxy must be sent to the Appointed Representative, according to the above terms, with the following alternative methods:

(a) by sending an e-copy (PDF) to the certified email address (PEC) RD@pec.euronext.com (subject "Delega Assemblea Webuild aprile 2026") from one's certified e-mail address (or if not possible, from one's ordinary e-mail address: in this case the proxy with the voting instructions must be signed with a certified or digital electronic signature);
(b) by sending the original, through a courier or by registered letter to Register Services, Monte Titoli S.p.A., Piazza degli Affari 6, 20123 Milan (Ref. "Delega Assemblea Webuild aprile 2026") also sending in advance an e-copy (PDF) by ordinary e-mail, to the RD@pec.euronext.com e-mail address (subject "Delega Assemblea Webuild aprile 2026").

The proxy must also have attached a copy of a valid ID document of the delegating party or, should the delegating party be a legal person, of the pro tempore legal representative or of another subject with the same powers, with the adequate documents to certify his/her role and powers. By the same terms, the proxy and the voting instructions can be revoked with the above-mentioned procedures.

Should you need any clarifications concerning the conferment of the proxy to the Company's Appointed Representative (and in particular with regard to filling in of the proxy form and to the voting instructions and how to send them) and also to request the proxy form, please contact Monte Titoli via email at RegisterServices@euronext.com or by phoning the following number (+39) 02.33635810 (during work days, from 9.00 a.m. to 5 p.m.).

For organization purposes, all proxies and sub-proxies, without the voting instructions, must be also sent to the Company by 12 p.m. of April 28, 2026, by sending them to the following addresses:

• certified e-mail address (PEC): pec@pec.webuildgroup.com;
• ordinary e-mail address: corporateaffairs@webuildgroup.com.

Please note that the Chairman and the other Directors, Statutory Auditors and the Meeting Secretary and the Appointed Representative and the Common Representative of the Savings Shareholders can intervene in the Meeting through remote connection systems that ensure their identification, pursuant to current applicable provisions, without the need for the Chairman and Secretary to be in the same place, as permitted by Article 14 of the Bylaws.

According to how the Meeting takes places, the latter will be deemed conventionally called, and carried out at the Company's registered office.

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Telebors: distribution and commercial use strictly prohibited

company subject to direction and coordination of Salini Costruttori S.p.A.

Registered Office: Centro Direzionale Milanofiori Strada 6 - Palazzo L - 20089 Rozzano (MI)

Share capital € 600.000.000,00 fully paid up

Milan, Monza Brianza and Lodi Business Registry and tax identification number 00830660155

webuild

CERTIFIED

Appointment of one Director

Please note that this appointment will be resolved by the Meeting according to the legal majority quota, without applying a vote by list, as to ensure, in any case, the presence of the required number of Directors with the independence criteria required by law, and compliance with the current law regarding gender equality, requirements that in fact are already complied with by the Board of Directors in its current composition. For further detailed information, please refer to the Report of the Board of Directors on the mentioned topic, as well that will be made available to public, according to the terms set by the law, at the Company's registered office, trough the storage mechanism (), and on the Website, in the "Governance-Shareholders' Meeting" section.

Presentation of the lists to appoint the Board of Statutory Auditors

To appoint the members of the Board of Statutory Auditors, a list will be voted with the methods and terms set in Article 30 of the Bylaws and by the current Law in force.

Each individual shareholder, shareholders who are parties to significant shareholder agreements pursuant to Article 122 of the TUF, the parent company, subsidiaries and jointly controlled entities pursuant to Article 93 of the TUF may not submit or concur in the submission, not even through an intermediary or a trust company, of more than one list, neither may they vote, not even through an intermediary or a trust company, other lists, and each single candidate may be present in one list only under penalty of ineligibility.

Only Shareholders who, singly or together with other Shareholders, hold when presenting the list, in overall, enough shares to represent at least 1% of the share capital with the right to vote in the Ordinary Shareholders' Meeting of the Company, can present lists; this percentage, for the Company, has been set by the Management Resolution Consob no 155 of January 27, 2026.

The lists, accompanied by the information required by the relevant regulations and Bylaws, must be filed by sending them to the following addresses:

• certified e-mail address (PEC): pec@pec.webuildgroup.com;
• ordinary e-mail address: corporateaffairs@webuildgroup.com.

The filing must be done at least twenty-five days before the date fixed for the Shareholders' Meeting in single call (i.e. by April 4, 2026).

Pursuant to Article 144-sexies of Consob Regulation no. 11971/99 and subsequent amendments ("Issuers' Regulation"), if by said date only one list has been filed, or only lists presented by shareholders connected among themselves, pursuant to Article 144-quinquies of the Issuers' Regulation, lists can be presented up to the third day following that date (i.e. by April 7, 2026), by shareholders whom, singly or with other shareholders, are in overall holders when the list is presented, of a participating share of at least 0.5% of the share capital with the right to vote in the Ordinary Shareholders' Meeting.

The specific certification issued by a qualified intermediary must also be presented, within the terms set by the applicable provisions for publishing lists by the Company, pursuant to the law ascertaining the legal ownership, when the list is filed at the Company, of the number of shares needed to present said list.

Please also note that those presenting a "minority list" must abide by the recommendations set by Consob through its Communication no. DEM/9017893 of February 26, 2009 and must therefore provide a specific declaration certifying the absence of relationships of connection with shareholders who hold, even jointly, a controlling or relative majority stake.

The lists will be made available to the public by depositing them at the registered office and on the Website, in the "Governance-Shareholders' Meeting" section, as well as through the storage mechanism (), at least 21 days before the Shareholders' Meeting (i.e. by April 8, 2026).

For further detailed information, please refer to the Report of the Board of Directors on the mentioned topic, as well that will be made available to public, according to the terms set by the law, at the Company's registered office, trough the storage mechanism (), and on the Website, in the "Governance-Shareholders' Meeting" section.

Right to ask questions before the Meeting

Those holding the right to vote may ask questions on the items of the agenda before the Meeting, by the end of the seventh open trading day preceding the date set for said Meeting in single call (i.e. by April 20, 2026), by sending them to the Company to the following email addresses:

• certified e-mail address (PEC): pec@pec.webuildgroup.com;
• ordinary e-mail: corporateaffairs@webuildgroup.com.

with enclosed the relevant certification of the intermediary proving his/her capacity as Shareholder.

Shareholders must provide information which makes it possible to identify them.

Questions pertaining to the agenda received before the Meeting will be answered by April 26, 2026, through publication on the Website, in the "Governance-Shareholders' Meeting" section. The Company might provide a single answer to questions with the same topic.

Integration of the Agenda and presentation of resolution proposals on the items on the agenda by shareholders with at least 2.5% of the share capital (pursuant to Article 126-bis, paragraph 1, first section, of the TUF). Pursuant to Article 126-bis, paragraph 1, first section, of the TUF, the Shareholders who, even jointly, represent at least one fortieth (i.e. 2.5%) of the share capital may ask, no later than ten days after the publishing date of this notice (and therefore by March 30, 2026), to make additions to the list of topics to be discussed, indicating in their request the further topics they propose, or submit proposals of resolutions on topics already on the agenda. The integration requests and further proposals of resolutions must be submitted by e-mail at the certified e-mail address (PEC) pec@pec.webuildgroup.com, (subject: "Integrazione ordine del giorno ex art. 126-bis, comma 1, primo periodo, TUF" e/o "Proposta di deliberazione ex art. 126-bis, comma 1, primo periodo, TUF") [Integration of the agenda pursuant to article 126-bis, paragraph 1, first section of the TUF and/or Resolution proposal pursuant to article 126-bis, paragraph 1, first section of the TUF] jointly with a certificate attesting the further documentation useful to identify the legitimated shareholder.

No later than the aforesaid term, and with the same methods, the proposing Shareholders must send to the Board of Directors of the Company a report on the topics on which the discussion is proposed, or regarding new resolution proposals. The integration is not admitted for topics on which the Meeting makes resolutions, according to the law, upon proposal of the Directors or based on a project or a report they have drawn up.

In case of agenda integration or of submission of further proposals of resolutions on items already on the agenda, the integrated list of the topics to be discussed in the Meeting or the aforesaid proposals, after verifying that they are complete and compliant with the applicable law and that the proposing parties are legitimized, and in relation to the proposals already on the agenda, and that they are relevant with said agenda, will be published with the same methods as this notice fifteen days, at least, before the date set for the Meeting (i.e. by April 14, 2026).

Presentation of individual resolution proposals on the items on the agenda by those with voting rights (pursuant to Article 126-bis, paragraph 1, penultimate section, of the TUF)

Considering that participation in this Shareholders' Meeting is only allowed through the Appointed Representative, and that during the course of the proceedings, presenting proposals is not allowed, (pursuant to Article 126-bis, paragraph 1, third section, of the TUF), all shareholders with voting rights can individually present resolution proposals on the topics of the items on the agenda, i.e. proposals that can be presented because allowed by the law, by sending them with a certificate attesting the right to participate and the further documentation useful to identify the legitimate Shareholder, at least fifteen days prior to the date scheduled for the Shareholders' meeting (i.e. by April 14, 2026) by e-mail to the certified e-mail address (PEC): pec@pec.webuildgroup.com (subject: "Proposte di deliberazione ex art. 126-bis, comma 1, penultimo periodo, TUF") [Resolution proposals pursuant to Article 126-bis, paragraph 1, penultimate section, of the TUF].

The individual resolution proposals, after ascertaining that the topics are relevant with the agenda, and that the same are complete and compliant with the applicable law, and also that the proponents are legitimately entitled, will be made available to the public on the Company website within 2 (two) days following the deadline and, therefore, by April 16, 2026.

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company subject to direction and coordination of Salini Costruttori S.p.A.

Registered Office: Centro Direzionale Milanofiori Strada 6 - Palazzo L - 20089 Rozzano (MI)

Share capital € 600.000.000,00 fully paid up

Milan, Monza Brianza and Lodi Business Registry and tax identification number 00830660155

webuild

We recommend that all proposals be formulated clearly and completely, and hopefully accompanied by a report that justifies them.

In the event of resolution proposals on agenda items alternative to those made by the Board, the Board's proposal will be put to the vote first, and only in the event that such proposal is rejected, the Shareholders' proposals will be put to the vote. Such proposals, even in the event that no proposal is made by the Board, will be submitted to the Meeting, starting with the proposal submitted by the Shareholders representing the largest percentage of the capital. Only in the event that the proposal put to the vote is rejected, the next proposal, according to the represented capital, will be put to the vote.

Information documents

The documents relevant to the topics in agenda provided for by the law, will be made available to the public within the terms provided for by the Law, at the registered office, through the storage mechanism () and on the Website, in the "Governance – Shareholders’ Meeting" section.

Shareholders may request a copy.

This notice is published on the Website, in the "Governance – Shareholders' Meetings" section and "Governance – Mandatory Notices" one, and in excerpt, in the "Il Sole24Ore" daily newspaper.

Further information

The methods for carrying out the Meeting shown in this notice of call, could vary if current regulations are changed or if further provisions are issued by the relevant Authorities, which are in force at the date of the Meeting. Any variations will be promptly communicated with the same methods used to publish this notice.

Rozzano (MI), March 19, 2026

On behalf of the Board of Directors,

The Chairman