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Webuild Remuneration Information 2022

Jul 30, 2022

4062_rns_2022-07-30_a9e9d7a8-df7c-47d4-9d0c-6417b0292563.pdf

Remuneration Information

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DISCLOSURE

INFORMATION PURSUANT TO ARTICLE 84-BIS.5 OF THE REGULATION APPROVED BY CONSOB WITH RESOLUTION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED

Milan, July 30, 2022 – As required by article 84-bis.5 of Consob (the Italian commission for listed companies and the stock exchange) Regulation no. 11971 of 14 May 1999, Webuild S.p.A. ("Webuild" or the "company") hereby communicates the resolutions taken to implement its 2020-2022 performance share plan (the "plan") approved by its shareholders on 4 May 2020 and intended for a total of no. 45 beneficiaries, as indicated in the attached Table.

Specifically, on 28 July 2022, based on the proposals made by the compensation and nominating committee and the favourable opinion of the board of statutory auditors, the board of directors:

  • (i) set the maximum number of Webuild ordinary shares to service the plan as 8,653,525 (the maximum number that can be assigned should the performance objectives achievement rate be equal to or greater than 120%), for the maximum dilution of Webuild's share capital by 0.864% (less than the maximum dilution percentage of 3.14% indicated in the plan's information document);
  • (ii) established the cash bonus servicing the plan as a maximum of €14,598,492 (the maximum amount that can be assigned should the performance objectives achievement rate be equal to or greater than 120%).

It should be noted that:

  • given his interest in the plan as a beneficiary, the chief executive officer participated in the board discussions but did not exercise his voting rights;
  • excluding the mandate given to the chief executive officer to identify other beneficiaries, he does not have any responsibility for managing the plan.

For all that not expressly stated in this press release about the plan, reference should be made to:

Annex 3A - Scheme 7 - Table 1 - Part 1 - Section 2 providing the required information is attached hereto.

COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS WEBUILD S.p.A.

2020-2022 Performance Share Plan

Table 1 - Scheme 7 - Annex 3A of Consob Regulation no. 11971/1999

Name and
surname or
category (1)
Office PART 1
Financial instruments other than stock options
Section 2
Newly assigned instruments based on the decision of the competent body for
the implementation of the shareholders' resolution
Date of the
relevant
shareholder
s' resolution
Type of
financial
instrument
No. of
financial
instruments
assigned
(1)
Assignment
date
Instrument
purchase
price (if
applicable)
Market price at
assignment date
Vesting
period
(2)
Pietro Salini Chief executive officer 04/05/2020 Ordinary Webuild
shares
1,778,305 28/07/2022 n.a.
Massimo Ferrari General Manager
Corporate & Finance and
Manager in charge of
financial reporting
04/05/2020 Ordinary Webuild
shares
711,322 28/07/2022 n.a. Euro 1.45 3 years
Claudio Lautizi General Manager Global
Operations
04/05/2020 Ordinary Webuild
shares
535,099 28/07/2022 n.a. Euro 1.45 3 years
Other Key
Management
Personnel
12 04/05/2020 Ordinary Webuild
shares
1,918,525 28/07/2022 n.a. Euro 1.45 3 years
Managers 30 04/05/2020 Ordinary Webuild
shares
1,237,838 28/07/2022 n.a. Euro 1.45 3 years
Total 45 6,181,089

(1) Webuild ordinary shares that can be assigned should the performance objectives achievement rate be equal to 100%. The actual number of Webuild ordinary shares will be determined at the end of the Plan, based on the results actually achieved.

(2) Period which starts on 1 January 2020, and ends at the date of approval of the consolidated financial statements as at 31 December 2022.