Report on the Remuneration Policy and Compensation Paid

2026

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Report on the Policy Remuneration and Compensation Paid 2026

Approved by the Board of Directors on 2 April 2026

This document regarding the transparency of the remuneration of the Directors of listed companies is drafted according to Article 123-ter of the Consolidated Finance Act, in compliance with Article 84-quater of the Issuers' Regulation and the Code of Corporate Governance of Borsa Italiana S.p.A.

Issuer: Webuild S.p.A.

Website: www.webuildgroup.com

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LETTER OF THE CHAIRMAN OF THE REMUNERATION AND APPOINTMENT COMMITTEE

Dear Shareholders,

as Chairman of the Remuneration and Appointment Committee of Webuild, together with the directors Paola Fandella and Moroello Diaz della Vittoria Pallavicini, I am pleased to present to you, on behalf of the Board of Directors, the Report on the 2026-2028 Remuneration Policy and on compensation paid in 2025, approved by the Board of Directors on 2 April 2026 on the proposal of the Committee I chair.

The objective of the document is to increase awareness of the Company's and the Group's remuneration policies, highlighting their consistency with business strategies, with a view to maximum transparency of the related systems adopted by the Company, also in a perspective of alignment with the Shareholders' interests and more generally with all stakeholders.

Webuild is a leader in the sector of infrastructure and public works in Italy and abroad

The year 2025 marks the conclusion of the 2023–2025 Business Plan “Roadmap to 2025 - The Future is Now”, with results achieved significantly above the targets.

In 2025, revenues grew by 15% compared to 2024, with a compound annual growth rate of 19% from 2022, against a Plan target of 10%. EBITDA reached €1.2 billion, up 18% compared to 2024 and well above the Plan target range of €990–1,050 million. The Group also significantly strengthened its financial structure, reducing gross financial leverage to 2.6x in 2025 compared to 4.5x in 2022 and maintaining a solid positive net cash position, despite total investments of €2.5 billion to support growth and future cash generation.

The commercial trend also showed a higher performance than the Plan’s expectations, with orders acquired exceeding the cumulative targets of over €13 billion. In 2025 alone, new orders amounted to €13.2 billion, bringing the construction order portfolio to €50.9 billion. About 90% of the portfolio is concentrated in key low-risk geographies while ensuring high visibility for the coming years.

From the point of view of the integration of sustainability factors, Webuild has always adopted a business model oriented towards sustainability, integrating strategy, innovation and operations to create infrastructures that generate lasting value for its stakeholders. The completion of the 2024–2025 ESG Plan confirmed the solidity of this approach, with objectives largely achieved in the priority areas of climate transition and circular economy, protection of people, innovation, governance and stakeholder engagement.

The path undertaken has strengthened the Group's contribution to the United Nations SDGs and was reflected in the main international ESG ratings, with significant advances in 2025. The awards obtained include the entry into the CDP Climate Change and the Supplier Engagement Assessment A-Lists, the maintenance of the EcoVadis “Gold” rating, positive assessments from MSCI and ISS-ESG and the inclusion in the Borsa Italiana's MIB® ESG Index.

Finally, I would like to share with you all:

the awarding of important national projects including the executive design and construction of the railway doubling on the H5/HC Salerno-Reggio Calabria line (the project includes a 22 km line, almost entirely underground, whose main work will be the Santomarco Tunnel, over 15 km long), the executive design and construction of Section T2 of Line C of the Rome Metro and the construction of the new "CUORE" national reference clinical and scientific hub for the prevention, diagnosis and treatment of cardiovascular diseases at the Gemelli Polyclinic in Rome;
the delivery of important infrastructure projects including the Grand Ethiopian Renaissance Dam, (the largest hydroelectric project ever built in Africa) and Lot 2 of the Riachuelo system (the largest wastewater treatment plant in Latin America), which confirm Webuild's leadership in the implementation of complex and large projects, as well as global leadership in the "Water" sector;
the construction of the first high-capacity line in Sicily (railway section between Bicocca and Catenanuova) which represents the concrete launch of a more efficient connections system between the island and the rest of Europe, the completion of the Casalnuovo Tunnel on the Naples-Cancello section the Naples-Bari High-Speed Line, the first in Italy to be excavated in a hyperbaric environment, and the completion of the first tunnel between Italy and Austria in the Brenner base tunnel;
the significant human resources need for the Group's sites (around 14 thousand hires in 2025).

Remuneration governance

The Remuneration Policy has always been functional to the pursuit of the sustainable success of the Company and of the Group and takes into account the need to have access to, retain and motivate resources with the expertise and professionalism necessary to achieve consistent and lasting results.

From this prospective, the Remuneration and Appointment Committee, in continuity with what was discussed and developed over the last three years, worked on evaluating, and consolidating of the

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Remuneration Policy, in order to promote an architecture of the remuneration schemes that is flexible and consistent with the Group's strategy and constantly in line with current regulations and best market practices.

The Remuneration Policy outlined below has a three-year duration, in line with the long-term strategic plan, currently being developed, in order to build stability and solidity into the overall framework.

Also, for the 2026-2028 three-year period, the Remuneration Policy aims to confirm its role as a reference framework for the implementation of remuneration practices throughout the Group. The cornerstone principles of our Remuneration Policy have been identified: transparency, sustainability, meritocracy, competitiveness, proportionality and fairness.

that, as a whole, represent the entire life cycle of the Group, cover the whole business and its daily activities, going beyond the responsibilities connected with the role and enhancing respective performances in the interest of the Group and its sustainability;

the new 2026-2028 LTI Plan was designed to accompany the achievement of the objectives of the 2026-2028 Business Plan currently being defined, ensuring both a further strengthening of the alignment between the interests of Shareholders with those of Management for the achievement of the Group's strategic objectives, and an even more effective reward and merit-based recognition mechanism also aimed at promoting the retention of key resources.

Variable remuneration systems

As in previous years, the framework of the short- and long-term variable remuneration systems have proven to be essential elements in the contractual structures of the Management and was confirmed as an approach capable of delivering performance sustainability, in view of both individual and Group trends.

Regarding the incentive systems for the 2026-2028 three-year period:

The Short-term Incentive Scheme (STI) includes, in addition to the economic- financial indicators and corporate goals, which are consistent with the market guidance published from time to time, also Management and/or Individual Objectives in order to focus the Management's efforts on achieving targets

Dear Shareholders,

I would like to express my gratitude to the Committee colleagues for their constructive collaboration and excellent work carried out. On behalf of myself and the entire Board of Directors, I trust in the support you will grant to the 2026-2028 Remuneration Policy presented here.

Best regards,

Laura Zanetti
Chairman of the Remuneration and Appointment Committee

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LETTER OF THE CHAIRMAN OF THE REMUNERATION AND APPOINTMENT COMMITTEE 3
EXECUTIVE SUMMARY 6
SECTION I: THE 2026-2028 REMUNERATION POLICY 13

GOVERNANCE OF THE REMUNERATION PROCESS 14
GENERAL PURPOSES AND PRINCIPLES OF THE 2026-2028 REMUNERATION POLICY 16
2.1. PURPOSES OF THE 2026-2028 REMUNERATION POLICY 16
2.2. MARKET PRACTICES AND PEER GROUPS 16
2.3. REMUNERATION POLICY PRINCIPLES 17
2.4. BALANCE BETWEEN THE FIXED COMPONENT AND THE VARIABLE COMPONENT OF REMUNERATION (I.E. PAY MIX) 17
2.5. PROCEDURE FOR EXCEPTIONS IN EXCEPTIONAL CIRCUMSTANCES 18
2.6. EXOGENOUS FACTORS AND ADJUSTMENTS 19
THE COMPONENTS OF THE 2026-2028 REMUNERATION POLICY 19
3.1. FIXED REMUNERATION COMPONENT 19
3.2. VARIABLE COMPONENTS OF REMUNERATION PAYMENTS 20
3.3. THE POLICY ON NON-MONETARY BENEFITS AND INSURANCE COVERAGE, OR SOCIAL SECURITY OR PENSION PAYMENTS OTHER THAN STATUTORY OBLIGATIONS 24
3.4. EFFECTS OF TERMINATION ON THE PAYMENT OF VARIABLE COMPONENTS 24
3.5. THE POLICY RELATING TO PAYMENTS IN CASE OF TERMINATION OF OFFICE OR TERMINATION OF EMPLOYMENT 25
3.6. MALUS AND CLAW-BACK CLAUSES 26
STRUCTURE OF REMUNERATION COMPONENTS 26
4.1. REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 26
4.2. REMUNERATION OF NON-EXECUTIVE DIRECTORS 26
4.3. THE REMUNERATION OF THE CONTROL BODIES 27
4.4. REMUNERATION OF THE CEO/GENERAL MANAGER 27
4.5. REMUNERATION OF GENERAL MANAGERS AND KMP 28

SECTION II: DETAILS OF ITEMS THAT MAKE UP THE REMUNERATION AND THE COMPENSATION PAID IN 2025 32

REMUNERATION OF MANAGEMENT AND CONTROL BODIES AND OF KEY MANAGEMENT PERSONNEL 35
5.1. FIXED AND VARIABLE REMUNERATION COMPONENTS FOR MEMBERS OF THE BOARD OF DIRECTORS CURRENTLY IN OFFICE 35
5.2. COMPONENTS OF THE REMUNERATION OF THE BOARD OF STATUTORY AUDITORS 35
5.3. FIXED AND VARIABLE REMUNERATION COMPONENTS FOR THE CHIEF EXECUTIVE OFFICER/GENERAL MANAGER 36
5.4. FIXED AND VARIABLE REMUNERATION COMPONENTS FOR GENERAL MANAGERS AND KMP 37
5.5. COMPENSATION PAID IN 2025 39
5.6. EQUITY INVESTMENTS OF MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS, GENERAL MANAGERS AND KMP 39

TABLE 1: REMUNERATION PAID TO THE MEMBERS OF THE ADMINISTRATION AND CONTROL BODIES, GENERAL MANAGERS AND KMP 40
TABLE 3B: MONETARY INCENTIVE PLAN IN FAVOUR OF THE MEMBERS OF THE ADMINISTRATION BODY, OF THE GENERAL DIRECTORS AND OF THE OTHER KEY MANAGEMENT PERSONNEL 42
TABLE 4.1: EQUITY INVESTMENTS OF MEMBERS OF THE ADMINISTRATION AND CONTROL BODIES AND OF GENERAL MANAGERS. 43
TABLE 4.2: EQUITY INVESTMENTS OF THE OTHER KEY MANAGEMENT PERSONNEL 43

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EXECUTIVE SUMMARY

2026-2028 REMUNERATION POLICY

With the Webuild 2026-2028 Remuneration Policy (the "Policy"), in continuity with what has been defined for the previous three-year period, aims to best meet the specific requirements and complexities of the reference sector, new and important challenges, in terms of development and integration, also resulting from the Group's expansion in the market and due to a positioning characterised by a high degree of geographical and socio-cultural differentiation.

The basic architecture of the entire remuneration structure approved in Remuneration Policy for the past three-year period was reaffirmed, except for some new items in the incentive component consistent with the strategic and sustainability guidelines, as well as in accordance with market practices. The remuneration instruments adopted include the new 2026-2028 LTI plan consistent with the strategic guidelines of the three-year Business Plan being defined.

The Report provides with clarity and in a usable manner all the necessary remuneration-related and regulatory information in accordance with the provisions of the Shareholder Rights Directive II¹.

The Shareholders' Meeting of 24 April 2024 cast a binding vote on the first section of the 2024 Remuneration Report, relating to the additions made to the three-year Remuneration Policy from 2023 to 2025.

Instead, an advisory vote was expressed on the second section, relating to the remuneration paid for the year 2024, at the Shareholders' Meeting of 16 April 2025.

Figure 1 – Outcomes of voting at Shareholders' Meeting

The outcome of the vote cast by the Shareholders was analysed in order to identify potential areas of development with the aim of structuring the new remuneration strategies and consequently, preparing this document.

To this end, the Executive Summary section was maintained and updated, in accordance with the most recent version of the Report in order to promote the usability of the information by:

clearly and transparently informing stakeholders of the main issue and rationale of the Group Remuneration Policy;
ensuring greater accessibility to relevant information through graphic simplifications;
directly presenting key information, including the correlation between performance indicators, company results and the operating mechanisms of the remuneration policy.

The main measures introduced at the time of the definition of the 2026-2028 three-year Remuneration Policy include:

the reduction in the number of short- and long-term economic-financial targets with specific performance curves underlying economic and financial objectives, this is intended to promote a greater focus on strategic priorities and strengthen the link between the Business Plan's objectives, as well as the guidance provided to the market from time to time and the remuneration payouts;
the structure of the LTI system which will be aligned with the 2026-2028 Business Plan, currently being finalized, with the same time horizon, and paid out in cash at the end of the vesting period ("Vesting Period");
The adjustment of the gross annual salary of the executive serving as Chief Executive Officer/General Manager.

¹ Directive (EU) 2017/828 - Shareholder Rights Directive II (SHRD II).

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THE PRINCIPLES OF OUR POLICY

The Webuild Remuneration Policy is defined in line with the corporate governance model adopted by the Company and with the recommendations of the 2020 Code of Corporate Governance as well as with the most recent regulatory developments on the matter and takes into account the purposes of attracting and retaining Management in a Group with a marked international presence and strong competition in the sector to which it belongs, particularly in key markets with high turnover indicators, confirming a highly competitive environment.

Figure 2 - Webuild's Remuneration Policy Principles

REGULATIONS AND REMUNERATION DISCLOSURE

Directive (EU) 2017/828 (Shareholder Rights Directive II) on the encouragement of long-term shareholder engagement introduced, inter alia, rules aimed at improving disclosure and greater procedural transparency with reference to the remuneration of the directors of listed companies.

This Report applies the disclosure formats in observance of the national regulation in acknowledgement of the Shareholder Rights Directive II, i.e. Article 123-ter of Italian Legislative Decree No. 58/1998 (TUF) as recently amended by Italian Legislative Decree No. 49/2019 and CONSOB Resolution No. 21623 of 10 December 2020, which amended CONSOB's Issuers' Regulation.

In particular, in view of the above: (i) Section I of this Report shows the information on the remuneration policy of control bodies as well as detailed information concerning the criteria used to measure the performance objectives and information regarding the indemnities for termination of employment or office; (ii) Section II indicates the performance objectives achieved in contrast to those assigned, any exceptions to the policy in the presence of exceptional circumstances, as well as the comparison between the annual change in the compensation of Directors,

General Managers, Statutory Auditors, the Company's results and the remuneration of Employees.

Section I also, in the part relating to the responsibilities of the corporate bodies with regard to remuneration, addresses the Company's adjustments to Italian Legislative Decree 125/2024 on sustainability reporting.

LINK BETWEEN PERFORMANCE AND SUSTAINABILITY

Variable remuneration, both short and long-term (STI and LTI), provides for a direct and verifiable link between the performance targets set, the results achieved and the remuneration paid,

reflecting the sustainable results and the creation of value for Shareholders in the medium/long-term.

In fact, the variable components of remuneration provides for predetermined, measurable performance objectives and tied to the Company's strategic targets over the medium/long-term, calculated primarily through economic-financial indicators, but also through non-financial parameters. The approach adopted, in line with the best practices, requires the

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incentive systems to be correlated with a broad concept of performance, consistent with the Group's strategy and key objectives.

Webuild has always integrated sustainability into its business model, guiding strategy, innovation and operations towards the creation of infrastructures that generate value in the short, medium and long term for all stakeholders. This commitment translates into a structured and transparent process, which guides business decisions and supports the Group's responsible growth.

In this context, 2025 marked the completion of the 2024–2025 ESG Plan, whose objectives were largely achieved, confirming the solidity of the Group's approach to sustainability. The ESG Plan translates Webuild's commitments into concrete and measurable objectives, guiding actions in three priority areas: fight against climate change and circular economy, protection and enhancement of people, innovation, governance and stakeholder engagement.

These areas constitute the three pillars of the Plan - Green, Safety & Inclusion, Innovation - veritable “sustainability sites”. Thanks to a core business oriented towards sustainable infrastructures, the Group's contribution to the United Nations SDGs has become increasingly tangible.

This approach is concretely reflected in the Group's business areas, through innovative solutions for sustainable mobility, the production of renewable hydroelectric energy, the management of water resources and the implementation of green buildings.

In continuity with this process and leveraging the same strategic guidelines, the Group intends to define the new ESG Plan. The objectives will be outlined in greater detail within the areas considered priority for Webuild, guaranteeing a structured progression and a long-term vision in the integration of sustainability into corporate strategies.

During 2025, the Group recorded a constant improvement in ESG ratings, consolidating Webuild's

position among the international leaders in the sector. In particular, the Group entered the A-List of the CDP Climate Change 2025 and was included in the CDP Supplier Engagement Assessment A-List (former Carbon

Disclosure Project). At the end of 2025, the EcoVadis² "Gold" rating was also confirmed, which places Webuild among the best performing companies in environmental, social and governance practices in the infrastructure sector. These goals are accompanied by the assessments of other ESG agencies, including MSCI ESG Ratings (AA) and ISS-ESG ("B- Prime level"), in addition to inclusion in the Borsa Italiana's MIB® ESG Index.

Consequently, a portion of the annual incentive for Operations area managers (where possible) and a portion of the multi-year incentive for all Group Management is tied to the achievement of at least one ESG objective. The ESG objective is measured in relation to internal indicators on improvement of the safety and inclusion indices on the entire production chain as well as – for the long-term incentive only – reduction in the intensity of greenhouse gas emissions.

Furthermore, since 2021, Webuild has implemented a Performance Management system to further strengthen the link between performance and sustainability and skills involving all employees within the Corporate scope, the Group's subsidiaries, as well as the senior management roles active in all Italian and international contracts and projects. The system allows more precisely, also through a cascading mechanism of the objectives assigned to the Top Management, objectives to be assigned to the Group's resources, also enhancing their leadership skills. In this way, the entities characterised by a constant performance over time who join Webuild's talent pool will also be identified, by participating in specific professional and managerial growth courses, thus providing input to succession planning. Overall performance is also a prerequisite for access to the annual salary review interventions and as an evaluation factor for the possible allocation of variable remuneration instruments to the non-managerial workforce.

THE REMUNERATION POLICY IN SHORT

FIXED REMUNERATION COMPONENT

The fixed remuneration component values the skills and experience and compensates management consistent with the features of the role and the related responsibilities. The Company monitors the fixed

https://recognition.ecovadis.com/4q9x3wCiTUuOUJ_1Yo3O9g

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remuneration with respect to the external market to ensure an adequate level of competitiveness, hence ensuring the objectives of attraction and retention of qualified and competent managers. It is determined, consistently with the Code of Corporate Governance, to the extent to ensure that the levels of remuneration are also adequate in the case in which the variable component should not be paid.

In particular, the fixed component of the Chief Executive Officer/General Manager was determined also by considering that the Chief Executive Officer is the sole Executive Director of the Company and that he/she does not receive further emoluments for the offices assumed within the Group (with particular regard, for example, to the positions of Chairman of Lane Industries Inc., of Chairman and CEO of Webuild US Holdings, of Director of Texas High Speed Rail LLC and Chairman of The Lane Construction Corporation).

Figure 3 - Fixed remuneration components of the Chief Executive Officer, General Managers and KMP

Data in Euro (gross annual amounts)	Fixed Component
Chief Executive Officer/General Manager	2,150,000³
Corporate and Finance General Manager	1,000,000⁴
Global Operations General Manager	1,000,000
Key Management Personnel	Defined based on the complexity of the role

PAY FOR PERFORMANCE AND PAY MIX

The Group's incentive systems are based on direct correlation between performances and incentives: based on the level of attainment of the objectives, a performance curve is

defined to which a payout curve corresponds, which makes provision, in any case, for a maximum overperformance limit (cap).

The balancing of the various remuneration components is defined on the basis of the position held and, with particular reference to other Key Management Personnel, the assignment of the bonus opportunity can vary within a predefined range; depending on the degree of overall achievement of objectives, a pay mix target is determined, as detailed below:

Figure 4 - Composition of the remuneration pay mix for the Chief Executive Officer/General Manager, General Managers and KMP

	Annual Target Bonus Opportunity(% Fixed Remuneration)
	Total	Short-term component	Long-term annual component
Chief Executive Officer/General Manager	200%	100%	100%
General Managers	200%	100%	100%
Other Key Management Personnel	Between 60% and 200%	Between 30% and 100%	Between 30% and 100%

SHORT-TERM VARIABLE REMUNERATION (STI)

The short-term variable remuneration (STI) is directly correlated to the achievement of annual performance objectives.

STRUCTURE AND TOOLS OBJECTIVE

The STI Plan is a short-term incentive plan with an annual performance period aligned with the objectives of the Business Plan currently being defined and the market guidance communicated from time to time; the Plan requires incentives to be paid exclusively in monetary form.

STI PERFORMANCE OBJECTIVES

Chief Executive Officer/General Manager

annual Group results based on a set of predetermined and measurable metrics focussed on the Group's economic-financial and operating performance, defined in accordance with the Business Plan and the market guidance communicated from time to time (Revenues, Net Financial Position and EBITDA), and calculated in accordance with the international accounting standards in effect as of the date of this Report;

General Manager /Key Management Personnel:

(i) annual Group results based on a set of predetermined and measurable metrics focussed on the Group's economic-financial and operating performance, defined in accordance with the Business Plan and the market guidance communicated from time to time (Revenues, Net Financial Position and EBITDA) and calculated in

by the Shareholders' Meeting on 24 April 2024 in relation to the office of Director.

4 The Corporate & Finance General Manager, as the Manager in Charge of Financial Reporting, receives €50,000 gross per year (included in the fixed component).

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accordance with the international accounting standards in effect as of the date of this Report;

(ii) Corporate and/or Management and/or Individual objectives, defined in line with the Company's Business Plan and linked to specific qualitative and quantitative parameters of Business, Risk and Sustainability and/or Leadership.

Chief Financial Officer & Group Risk Officer:

(i) economic-financial and company objectives as for the other KMPs;
(ii) specific objectives of the Risk Department defined in line with the role of Group Risk Officer;

Internal Audit & Compliance SEVP

(i) specific Management objectives defined in line with the role;
(ii) results tied to individual performance.

BONUS CAP – is provided for all beneficiaries and corresponds to 140% of the value of the target incentive.

MALUS AND CLAW-BACK – unprejudiced by any other right or remedy deriving from a legal and/or contractual provision, ex-post corrective provision is made, within the prescribed terms established by the legal rules in force and irrespective of the termination of employment, for malus and claw-back clauses, which the Company may implement on the occurrence of certain conditions and which can reduce up to zero the variable components of remuneration, accruing or previously disbursed.

Figure 5 - Summary scheme of STI structure

LONG-TERM VARIABLE REMUNERATION (LTI)

The 2026-2028 LTI Plan is targeted at:

(i) directing the actions of beneficiaries in line with the strategic factors of interest in the medium/long-term for the Group;
(ii) promoting the stability and retention of the beneficiaries;
(iii) aligning the remuneration of the beneficiaries with the creation of value over the long-term for shareholders and stakeholders;
(iv) ensuring a generally competitive level of remuneration.

STRUCTURE AND TOOLS OBJECTIVE

The 2026-2028 LTI Plan has a three-year performance period and is aligned to the duration and targets of the Business Plan currently being defined; the 2026-2028 LTI Plan requires incentives to be paid exclusively in monetary form.

PERFORMANCE OBJECTIVES

The 2026-2028 LTI Plan is based on two types of independent indicators, measured with respect to the values in the Budget/Business Plan, currently being defined, measured in the three-year performance period:

(i) Economic-financial indicators⁵
a. Cumulative EBIT, with a 40% weighting;
b. Cumulated Overheads, with a 40% weighting.

(ii) Risk and sustainability indicators
a. Total Recordable Frequency rate, with a weight of 10%;
b. reduction in the intensity of greenhouse gas emissions, with a 10% weighting.

The Chief Financial Officer & Group Risk Officer is the recipient of the 2026-2028 LTI Plan, with objectives and a payout curve similar to those envisaged for the other Beneficiaries of the 2026-2028 LTI Plan.

The Internal Audit & Compliance SEVP is the recipient of the 2026-2028 LTI Plan, with objectives – excluding, based on the role held, the economic-financial indicators – and a payout curve similar to those envisaged for the other Beneficiaries of the 2026-2028 LTI Plan, and with a specific definition of the indicators related to risk and sustainability.

BONUS CAP – is provided for all beneficiaries and corresponds to 140% of the value of the target incentive.

PERFORMANCE PERIOD – 2026-2028 three-year period.

⁵ Subject on the international accounting standards in effect as of
the date of this report.
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MALUS AND CLAW-BACK – unprejudiced by any other right or remedy deriving from a legal and/or contractual provision, ex-post corrective provision is made, within the prescribed terms established by the legal rules in force and irrespective of the termination of employment, for malus and claw-back clauses, which the Company may implement on the occurrence of certain conditions and which can reduce up to zero the variable components of remuneration, accruing or previously disbursed.

Figure 6 - Summary scheme of structure of the 2026-2028 LTI Plan

SEVERANCE INDEMNITIES

The company's policy is described below in this regard.

With reference to the Chief Executive Officer/General Manager, on the occasion of the termination of the

work and/or the employment relationship, the Company may pay the aforementioned termination indemnity - up to a maximum of 24 months of Total Remuneration $^{6}$, in addition to the protections provided for by law and/or by the current National Collective Labour Agreement. With reference to General Managers and Key Management Personnel, provision is made for the benefits established, respectively, in the legal regulations and/or the CCNL for managers and/or different applicable collective contractual regulations.

In line with market practices, upon termination of employment, the Company may grant individual General Managers and KMP payments – up to a maximum of 24 months of Total Remuneration, in addition to the protections provided by law and/or by the CCNL in force – with the aim of supporting in the best possible way the achievement of company objectives, while minimising current and future costs and risks, also arranging for possible ad hoc post-contractual agreements in addition to those provided for by law and/or by the CCNL to protect the interests of the Company (see non-compete agreements, non-reversal agreements, confidentiality and non-disparagement obligations, cooperation/collaboration obligations for the management of activities previously followed, etc.).

6 Fixed component plus the three-year average of the variable

components received in the previous three-year period.

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REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID

This Report on the Remuneration Policy and Compensation Paid was drafted in accordance with Article 123-ter of Italian Legislative Decree No. 58/1998 (TUF, Consolidated Finance Act), in compliance with Article 84-quater of the Issuers' Regulation and the Code of Corporate Governance of Borsa Italiana S.p.A. as well as the provisions contained in CONSOB resolution No. 21624 of 10 December 2020 (Amendments to the regulation containing provisions on related party transactions and the regulation containing the implementing rules of Italian Legislative Decree No. 58 of 24 February 1998, governing markets, and subsequent amendments) regarding the transparency of the remuneration of Directors of listed companies. This Report also takes into account the 2025 Report (“12th Report on the implementation of the Code of Corporate Governance”) by the Corporate Governance Committee, with particular regard to the recommendations contained therein, and the letter of 18 December 2025 sent by the Chairman Massimo Tononi to the Chairmen of the Administration Bodies, Chief Executive Officers and the Chairmen of the control bodies of Italian listed companies as well as the national and international best practices found in drafting this remuneration report, in order to make the content as clear and usable as possible.

The Report, approved by the Board of Directors on 2 April 2026, upon proposal of the Remuneration and Appointment Committee, consists of two sections.

Section I, subject to the binding vote of the Shareholders' Meeting pursuant to Article 123-ter, paragraph 3-ter of the TUF, illustrates Webuild's 2026-2028 Remuneration Policy: (a) of the members of the Board of Directors, divided into the Directors with specific duties (including Executive Directors) and Non-Executive Directors; (b) of the General Managers; (c) of Key Management Personnel (specifically, the KMP referenced in Section 4.5 below); (d) of the members of the Board of Statutory Auditors, without prejudice to the provisions of Article 2402 of the Italian Civil Code.

Section I also provides details on the procedures followed by the Company for the preparation, approval and implementation of the Remuneration Policy and the parties involved in the process.

The Remuneration Policy shown in the Report has a three-year duration for the years 2026-2027-2028.

Section II, subject instead to an annual advisory, non-binding vote of the Shareholders' Meeting pursuant to Article 123-ter, paragraph 6 of the Consolidated Finance Act (TUF), shows the individual items that make up the remuneration paid by the Company to the members of the Board of Directors and of the Board of Statutory Auditors, as well as to General Managers and, in aggregate form, to KMP, detailed for 2025, for any reason and in any form, including any benefits envisaged for redundancies and/or termination of the employment relations, with explanations of the consistency with the Remuneration Policy approved by the Company for the relevant financial year.

In addition, Section II details (i) the performance objectives reached in comparison with previous ones, (ii) the comparison between the annual change in remuneration, the Company's results and the remuneration of employees as well as (iii) any applications of exceptions to the Remuneration Policy in exceptional circumstances and the application of variable compensation adjustment mechanisms.

Lastly, the Report shows:

a) pursuant to paragraph 4 of Article 84-quater and Annex 3, Scheme 7-ter, of the Issuers' Regulation, the Tables containing data on the equity investments held by members of the Board of Directors and the Board of Statutory Auditors, as well as by General Managers and KMP in the Company or in companies controlled by the latter;

b) a glossary with the main definitions.

The Remuneration Report is made available to the public, in accordance with the deadlines set by law, at the Company's Registered Office and on its website in the Governance/Remuneration and Governance/Shareholders' Meeting sections, so that it can be reviewed prior to the Shareholders' Meeting called to approve the 2025 Financial Statements.

With regard to the tasks and activities of the Remuneration and Appointment Committee concerning appointments, see Chapters 7.2. of the 2025 Report on the Corporate Governance and Ownership Structure (the 2025 Governance Report), published on the Company's website in the Governance/Governance System/Corporate Governance Report section.

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SECTION I: THE 2026-2028 REMUNERATION POLICY

The 2026-2028 Remuneration Policy, based on best market practices and international benchmarks and in compliance with the fundamental principles of fairness, proportionality, competitiveness, meritocracy, sustainability and transparency, aims primarily to:

a) pursue the Company's long-term sustainable success;
b) attract, motivate and retain within the Group strategic personnel with the technical and professional skills required to efficiently pursue Webuild's targets, with regard to the current and the future size and complexity of the Company, as well as its marked international presence and strong competition in the sector to which it belongs, specifically in the Group's key markets that yield high turnover indicators, confirming a highly competitive environment;
c) align the Management's interests with those of shareholders and stakeholders over the medium/long term, thereby promoting the Company's long-term sustainability.

Moreover, the Remuneration Policy represents a fundamental tool to promote loyalty, strengthen and make the managerial team more cohesive with respect to business strategies, so that they are highly motivated to pursue objectives and ready to accept new challenges and opportunities, in order to achieve a further improvement of the Company's competitive positioning (Principle XV – Code of CG).

Therefore, the Remuneration Policy must be defined and interpreted based on the unique phase that distinguishes the Company's business and the specific market in which it operates. In this scenario, Webuild is currently engaged in designing and implementing a medium- and long-term business plan, which will not only develop the activities that the Group currently pursues through its organisation, but also improve the sector's solidity, its quality and efficiency, safeguarding its skills, its investment capacity, all through strengthening the Group as a global player that is as solid in the domestic market (in favour of the Italian system, also in terms of supporting GDP and protecting jobs) as it is competitive internationally.

The 2026-2028 Remuneration Policy therefore reflects the desire, including in terms of alignment with market practices and the most recent regulatory changes, whereby the Management, with a success lever for the Company and its strategies, benefits from the creation of value for the Company. This is achieved through the confirmation of incentive and retention mechanisms established specifically in accordance with the objectives of the 2026-2028 Business Plan, currently being defined, which is aligned with the guidance provided to the market from time to time and the aforementioned key system-wide targets.

Thus, the remuneration structure is based on various components and consists of a remuneration package in which a fixed portion and a significant variable part coexist harmoniously. Leveraging these interrelated components, a remuneration offer was developed that is consistent with the complexity of roles and performance levels (corporate and individual).

The Policy was approved by the Board of Directors on 2 April 2026, upon proposal of the Remuneration and Appointment Committee (RAC), and subject to the vote of the Shareholders' Meeting of 29 April 2026, pursuant to Article 123-ter, paragraphs 3-ter and 6 of the Consolidated Finance Act.

The following paragraphs show the process adopted by the Company to define and approve the Remuneration Policy, bodies and subjects involved, as well as its goals and key principles.

The Shareholders' Meeting of 24 April 2024, in accordance with the provisions of current regulations, cast a binding vote on the first section of the 2024 Remuneration Report, relating to the additions made to the three-year Remuneration Policy from 2023 to 2025. An advisory vote was expressed on the second section, relating to the remuneration paid for the year 2024, at the Shareholders' Meeting of 16 April 2025. The percentage of votes in favour relating to Section I was 90.77%, while for the second section the percentage was 87.16% of the total votes cast.

The main measures implemented in 2026 at the time of definition of the 2026-2028 three-year remuneration Policy, which are therefore in force in the current year, are briefly noted:

the reduction in the number of short- and long-term financial and economic targets, along with specific performance curves underlying the financial and economic targets; this is intended to promote a greater focus on strategic priorities and strengthen the link between the objectives of the Business Plan, as well as the guidance provided to the market from time to time and the pay-outs;
the introduction of the new LTI system aligned with the 2026-2028 Business Plan, with the same time horizon, and paid out in cash at the end of the Vesting Period;
the adjustment of the gross annual salary of the executive serving as Chief Executive Officer/General Manager. This adjustment applies exclusively to the fixed compensation component, which has remained unchanged since 2014 and corresponds to the duties, responsibilities, and authorities associated solely with the employment relationship. Conversely, the fixed component linked to the Chief Executive Officer's mandate remains unchanged.

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1. GOVERNANCE OF THE REMUNERATION PROCESS

In line with the provisions of the Code of CG and current legislation, the Company defined a governance model designed to deliver transparency, consistency at Group level and adequate control in relation to the remuneration policy and its implementation (Principle XVII - Code of CG). Webuild's Remuneration Policy is the result of a transparent and structured process which, in line with the regulatory guidelines and recommendations of the Code of CG, sees the active involvement of the corporate bodies and company functions listed hereunder: Shareholders' Meeting, Board of Directors, Board of Statutory Auditors, Remuneration and Appointment Committee and Control, Risk and Sustainability Committee and the CEO/General Manager (Principle XVI – Code of CG).

The responsibilities of the bodies of Webuild with regard to remuneration are detailed below.

| Ordinary Shareholders' Meeting | It approves, with a binding vote, Section I of the Remuneration Report (containing the Remuneration Policy) and casts an advisory vote in relation to Section II (containing the disclosure on the compensation paid in implementation of the Policy of the previous year).
It also defines the remuneration of the Directors (including the Chairman) and the Board of Statutory Auditors. |
| --- | --- |
| Board of Directors | The Board of Directors examines and approves the Remuneration Policy and submits it to the Company's Shareholders' Meeting.
In particular, it is responsible for:
a. distributing the total remuneration for the Directors determined by the Shareholders' Meeting, pursuant to Article 2389, paragraph 1 of the Italian Civil Code, unless the Shareholders' Meeting has already done so;
b. determining the various remuneration components due to the Chief Executive Officer and to the Directors vested with specific duties, and also, specifically, to the members of the various committees appointed under the scope of the Board of Directors, pursuant to Article 2389, paragraph 3 of the Italian Civil Code;
c. establishing the Remuneration and Appointment Committee (RAC) within the Board, as well as defining their respective responsibilities, in compliance with the recommendations of the Code of Corporate Governance;7
d. reviewing the incentive plans to be submitted to the Shareholders' Meeting for approval;
e. defining a Remuneration Policy for Directors, General Managers and Key Management Personnel appointed at a given time, upon proposal of the RAC.
With reference to the provisions of Italian Legislative Decree 125/2024, the Board of Directors is also called upon to resolve on the definition of Remuneration Policies that include sustainability performance. |
| Board of Statutory Auditors | Participates in RAC meetings, formulates the opinions required by governing legislation with reference, in particular, to the remuneration of Directors vested with specific duties pursuant to Article 2389 par. 3 of the Italian Civil Code, also verifying its consistency with the general policy adopted by the Company. The Board of Statutory Auditors also monitors the actual implementation of the corporate governance rules laid down in the Code of Corporate Governance, including the resolutions on compensation and other benefits. |
| Control, Risk and Sustainability Committee | examines the identification of objectives, and the subsequent final balance of the variable remuneration plans of the Internal Audit & Compliance SEVP and the Chief Financial Officer & Group Risk Officer, as regards only the functions of Group Risk Officer, without prejudice to the prerogatives of the Remuneration and Appointment Committee, which in turn carries out the investigation on the variable remuneration plans of the aforementioned subjects, both being KMP.
With reference to the provisions of Italian Legislative Decree 125/2024, the Control, Risk and Sustainability Committee is also called upon to examine the Sustainability targets included in the Remuneration Policies. |

7 In this regard, note that the Company's Board of Directors resolved to assign to a single committee the functions of the Appointment Committee and those of the Remuneration Committee, in order to ensure organisational efficiency for the shared performance of the functions deemed complementary, and in line with the provisions of Recommendation 16 of the Code of Corporate Governance.

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Remuneration and Appointment Committee

It is composed of three (3) Independent and Non-Executive Directors, in compliance with recommendations of the Code of CG (Recommendation 26 of the Code of CG) after verifying that at least one member possesses suitable skills and experience in the areas of finance and remuneration policies.

The above-mentioned Committee submits proposals to the Board on the structure and contents of the Remuneration Policy, and monitors, together with the Board of Directors, the correct implementation of the Remuneration Policy, with the support of the competent corporate departments. In particular, as regards remuneration matters, the RAC, pursuant to Recommendation 25 of the Code of CG, is tasked with:

supporting the Board of Directors in preparing the Remuneration Policy;
periodically evaluating the adequacy, overall consistency and practical application of policy compensation for Directors and Top Management, making use, in this regard, of the information provided by chief executive officers; submitting the relevant proposals to the Board of Directors;
submitting proposals or expressing opinions to the Board of Directors on the compensation of Executive Directors and other Directors holding special offices;
submitting proposals or expressing opinions to the Board of Directors regarding the setting of performance objectives related to the variable component of the compensation of Executive Directors and other Directors holding special offices; expressing opinions on the attainment of quantitative and qualitative key performance indicators based on the accounting statements provided by the structure;
monitoring the practical application of the remuneration policy and verifying, in particular, the actual attainment of the performance objectives.

With reference to the provisions of Italian Legislative Decree 125/2024, the Remuneration and Appointment Committee is also required to carry out the following activities:

preparation of proposals for remuneration policies that include sustainability performance.

The RAC usually reports to the first possible meeting of the Board of Directors – through the Chairman of the Committee – on the most relevant issues examined by the Committee during the meetings (Recommendation 17 of the Code of CG).

Further information on the composition and functioning of the Committee, also with regard to the activities carried out in relation to appointments, is available in the 2024 Report on Corporate Governance and Ownership Structure of Webuild.

Chief Executive Officer

It makes proposals in relation to the determination of the remuneration and variable incentive plans of the General Managers and the KMP.

The process of approval of the 2026-2028 Remuneration Policy

The 2026-2028 Remuneration Policy was defined with the contribution of the aforementioned bodies and in compliance with their respective responsibilities. In particular, for the purposes of the preparation of the 2026-2028 Policy, the RAC met on 12 November 2025, 12 and 22 December 2025, 23 March 2026, and, most recently 30 March 2026, the date of approval of this Remuneration Report.

The main preliminary activities carried out by the Remuneration and Appointment Committee in 2025 (after the Ordinary Shareholders' Meeting of 16 April 2025) and until today, for the purposes of defining this Policy, were, in particular, the following:

expansion of the scope of Other Key Management Personnel
final balance of the results of the 2025 STI Plan and of the 2023-2025 LTI Plan;
definition of the proposal for the 2026-2028 Remuneration Policy referred to in Section I of this Report;
definition of the 2026 STI scorecard and of the 2026-2028 LTI framework, in line with the Business Plan currently being developed;
preparing the Report on Compensation Paid in 2025, referred to in Section II of this Report.

The Guidelines, the 2026-2028 Remuneration Policy and this Report were approved by the Board of Directors, at the proposal of the RAC, in the meeting held on 2 April 2026 and will be subject to approval by the Shareholders' Meeting of 29 April 2026.

8 For the activities carried out in 2025 before that date, please refer to the 2025 Report on the Remuneration Policy and Compensation Paid approved by the Shareholders' Meeting of 16 April 2025 and available at the following link.
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The Committee, in carrying out its functions, had the chance to access the information and the corporate department needed to execute its tasks (Recommendation 17 of the Code of CG). For the purpose of defining the 2026-2028 Policy, with particular regard to examining the evolution of the Group's complexity and market practices regarding the CEO's compensation, the RAC also made use, to support its activities, of external consultants (Mercer), after verifying that these parties meet the necessary independence requirements.

The entire Board of Statutory Auditors as well as the Chief Executive Officer participated in the RAC meetings held to define the 2026-2028 Policy, in relation to the remuneration proposals relating to the GMs and the KMP. The Chief Executive Officer, however, did not participate in the discussion regarding the formulation of the proposal to be submitted to the Board of Directors concerning his own compensation (Recommendation 26 of the Code of CG).

The Manager in charge of financial reporting was also invited to attend the Committee meetings, with particular regard to the review of economic and financial objectives of the plans for variable incentives, and the setting of targets for the new plans.

The implementation of the 2026-2028 Policy, defined in line with the guidelines of the Board of Directors, was assigned to the bodies especially designated for the purpose, with the support of the competent corporate departments.

2. GENERAL PURPOSES AND PRINCIPLES OF THE 2026-2028 REMUNERATION POLICY

2.1. Purposes of the 2026-2028 Remuneration Policy

The Remuneration Policy is aimed at attracting and motivating qualified professional resources for pursuing Company and Group objectives, as well as incentivising retention of these resources and, therefore, the stability of their professional relationship with the Company (Principle XV – Code of CG).

With a view to sustainable value creation for the Company, the 2026-2028 Remuneration Policy also has the objective of aligning management interests as much as possible with medium/long-term interests of shareholders and stakeholders, through a performance assessment process that takes place not only on a yearly basis, but also over a longer time frame and which considers the economic-financial, qualitative and sustainability results.

Specifically, the 2026-2028 Remuneration Policy, in keeping with the provisions framed in previous years, responds to the need for considering, apart from the sector's unique aspects and complexity, also new and important development and integration challenges arising from the Group's expansion on the market, and activities whose oversight requires the ability to manage complex integrated business processes aimed at developing large infrastructure works that require highly specialised know-how within a scenario of marked geographical and social-cultural differences.

In this scenario, the Company considers, when regulating the remuneration of the Top Management who contribute significantly to the company performances, the remuneration policies to be an important tool to support the implementation of the corporate strategy, the pursuit of long-term interests and its sustainability over time.

2.2. Market Practices and Peer Groups

The Company monitors the main market practices in terms of remuneration levels, pay mix and overall structure of the Group remuneration and incentive policy, through remuneration comparison activities, in order to verify the competitiveness of the remunerative offer with a view to attracting and retaining qualified and competent managers. Given the reference context in which the Webuild Group is located in terms of competitiveness of the labour market, of progressive expansion also in geographies with heterogeneous remuneration practices compared to the local market, especially in view of latest additions, as well as for the dynamism and speed of a change in the macroeconomic scenario, a specifically named peer group is not used. In the Italian construction market, in fact, there are no listed companies comparable by sector and, among those present in the past, the main corporate entities have been progressively absorbed by the current Webuild, while the remaining unlisted construction companies have a size and complexity much less than those of Webuild, which means they are not comparable.

In addition, it must be considered that the Company's Remuneration Policy in the last decade, except for some changes made over time, has maintained substantial continuity and this has made it possible in operational terms to keep the Top Management motivated and highly focused on achieving the Group's strategic and value-growth objectives. The above has demonstrated the intrinsic validity of the remuneration framework and the incentive power of simple and transparent systems.

In particular, with reference to the General Managers and KMP, as well as the remaining managerial workforce, the Company relies on the support of leading consultancy companies that provide remuneration benchmarks based on the weighting of the position and referring to a panel of 60 companies operating in the European industrial sector (Top EU). This peer group equates positions belonging to companies with similar businesses or with industrial, geographical and organisational complexity that is as comparable as possible.

Furthermore, in order to determine the remuneration of the members of the Board of Directors and the Board of Statutory Auditors, as well as the preparation of the update of the Remuneration Policy, with a view to continuously improving the usability and transparency of information, Webuild monitors the main market practices.

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2.3. Remuneration Policy principles

The Webuild Remuneration Policy is defined on the basis of the principles of fairness, proportionality, competitiveness, meritocracy, sustainability and transparency, as outlined below:

fairness	in terms of rewarding the knowledge and professional skills of individuals as well as recognising the roles and responsibilities assigned, the results achieved, and the quality of the professional contribution rendered;
proportionality	in terms of consistency and correspondence of the remuneration with the position held, the complexity of the tasks assigned and the related responsibilities, as well as the skills and abilities demonstrated, without prejudice to compliance with national collective agreements in force, where applicable. Specifically, as regards:
- the Chief Executive Officer/General Manager, General Managers and Key Management Personnel appointed at a given time, whose remuneration structure is appropriately balanced between (i) a fixed component, consistent with the powers and/or responsibilities assigned and (ii) a variable component defined within the maximum limits and aimed at linking remuneration to actual performance, with greater weighting given to the long-term variable component, in line with the long-term cycles of the Company's business;
- Non-Executive Directors, for whom remuneration is commensurate with the efforts required of them in relation to their participation in the Board committees that they are members of, with appropriate differentiation between the remuneration envisaged for the Chairman, considering his/her role of coordinator and liaison with Corporate Bodies and Departments;
competitiveness	in terms of the need, for the Company, to adopt and maintain an adequate and ambitious attraction and retention policy, given the Company's presence in markets with high turnover, strong competitiveness, and with challenging remuneration systems, as well as the difficulty in recruiting resources in the specific construction sector in the various continents where the Company operates (see Section 2.2 Market Practices and Peer Groups);
meritocracy	meritocracy, in terms of consistent valuation of results obtained based on actions put in place for their achievement, (which must be oriented towards constant compliance with existing regulations and procedures), with performance objectives defined based on the assumptions and general conditions known at the moment of said definition and with the elimination of external and unforeseeable factors that do not fall under the manager's control when assessing and finalising performance targets, in order to guarantee comparability of results and the valuation of the actual company performance linked to managerial activity;
sustainability	in terms of consistency of overall remuneration payments made with the primary need of maintaining the Company's economic-financial balance over time;
transparency	in terms of:
- recognition of the incentives linked to variable remuneration following a scrupulous process of verification of the results achieved, carried out also through the assistance of structures responsible for analysing and certifying the fairness and consistency of the data and methods used to calculate the above-mentioned incentives;
-the provision of claw-back clauses which allow the Company to reclaim – or in the context of malus clauses, not to disburse – in whole or in part, variable components of remuneration that were awarded to individuals who, whether intentionally or through gross negligence, altered the data used to achieve objectives or engaged in behaviours breaching corporate, contractual or legal regulations.

2.4. Balance between the fixed component and the variable component of remuneration (i.e. pay mix)

The balance between the fixed component and the variable component of remuneration, appropriate and consistent with the Company's strategic objectives and risk management policy, was determined in view of the characteristics of the business activity and its reference sector, considering that the variable remuneration component assumes a key role for the success of the Business Plan as a whole.

Consequently, aspiring to correlate the interests of management with those of shareholders, the balance is characterised by the high relevance of objectives that constitute the milestones of the organisational model, as well as progressive consolidation as a global player resulting from the finalisation of the Progetto Italia.

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In this sense, the pay mix adopted for the Chief Executive Officer/General Manager, the General Managers and some KMP is maintained, which provides for 1/3 reserved respectively for fixed remuneration, for the short-term component and the long-term component, making the key performance indicators connected to the Business Plan highly relevant, in terms of content, targets and the resulting impact on the different forms of variable remuneration (Recommendation 27 of the Code of CG).

In order to promote a greater differentiation of the Target Bonuses attributable by the Chief Executive Officer/General Manager to each Key Manager, based on the significance of the activity content with respect to the business, the role organisational relevance, as well as its seniority, a bonus opportunity range is envisaged between a minimum and a maximum value that can be attributed, within the limit of the targets already envisaged and without prejudice to the equivalence between the Target Bonus of the short-term component and that of the long-term component.

The pay mix is defined in line with European and national market practices and in accordance with the position assigned, making provision for an increasing weight on variable remuneration for the roles that can most directly affect the corporate results. The short-term and long- term variable components have the same percentage weighting in the remuneration package.

Annual Target Bonus Opportunity (% Fixed Remuneration)

ROLES		Total	Short-term component	Long-term annual component
CEO/GM		200%	100%	100%
General Managers		200%	100%	100%
Other	Key Management Personnel	Between 60% and 200%	Between 30% and 100%	Between 30% and 100%

2.5. Procedure for exceptions in exceptional circumstances

In the event of exceptional circumstances, the Board of Directors may make the amendments and additions deemed necessary to the Remuneration Policy, and therefore to both the STI Plan and the LTI Plan, independently and without the need for further approval by the Shareholders' Meeting of the Company or appropriate to adapt the operation of the Policy to the changed situation.

In this case, the Board of Directors will resolve:

after preliminary investigation and on the proposal by the Remuneration and Appointment Committee;
subject to the prior favourable opinion of the Committee for Related-Party Transactions;
subject to a favourable opinion by the Control, Risk and Sustainability Committee, in the event that the proposed amendment concerns the members of Internal Audit & Compliance SEVP and the Chief Financial Officer, as regards the Group Risk Officer functions;
subject to the opinion of the Board of Statutory Auditors, in relation to the profiles pursuant to Article 2389, paragraph 3 of the Italian Civil Code.

The items of the Remuneration Policy which, in the event of exceptional circumstances, could be temporarily waived, may concern:

i. the fixed and variable components (STI Plan and LTI Plan) of the remuneration and in particular the pay mix, the criteria used to assess the achievement of the performance objectives of the variable remuneration components, as well as the payout according to the level of achievement of the objectives;
ii. the forecast, the payment and/or the size of remuneration in case of termination of office or termination of employment.

Among the exceptional circumstances, without prejudice to the possibility of identifying them in the course of application of the Remuneration Policy, by way of example but not limited to:

i. the need to intervene with the aim of retaining key resources for the Company and attracting external resources with the professional skills particularly required by the market and potentially strategic for the Group's growth and development;
ii. the opportunity to reward individual and/or collective results deemed particularly relevant and positive for the Company;
iii. significant changes in organisational terms, both extraordinary and managerial, such as changes in the Top Management structure;
iv. socio-economic changes or extraordinary and unpredictable events (such as conflicts, pandemics, etc.), which could impact the Group or the sectors and/or markets in which it operates and significantly affect the results.

In order to fully recognize the contribution of top management, and solely in the event of truly exceptional operational and performance results by the Group—which operates in a complex global context marked by significant geopolitical

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changes—it is deemed appropriate to maintain full flexibility in determining the amount of such extraordinary bonuses and, consequently, in the payment of any such bonuses. Such payments would, however, remain subject to the governance process described above, provided that exceptional and objective circumstances arise.

2.6. Exogenous factors and adjustments

When assessing and finalising performance, both in the short and long term, adjustments may be made to eliminate the negative effects arising from unforeseeable external factors not falling within the sphere of management's domain, formulated on a rational and proven basis, with a view to ensuring the comparability of results, enhancing the Company's actual performance due to managerial action and compliance with the meritocracy principle laid down as the pivotal principle of the Company's Policy.

3. THE COMPONENTS OF THE 2026-2028 REMUNERATION POLICY

3.1. Fixed remuneration component

The fixed component of remuneration values the skills and experience and compensates management consistent with the features of the position held and the related responsibilities.

In order to ensure competitive and fair fixed remuneration, the Company also takes into account, with the support of a qualified external consultant, market trends, practices and remuneration levels, monitoring market practices with reference to companies comparable in size and business activities as benchmarks (see Section 2.2 Market Practices and Peer Groups).

In line with the recommendations of the Code of CG, the fixed component is determined to an extent that adequately rewards the performance, even when the variable component is not awarded due to failure to meet the relevant objectives.

The fixed component is established as follows:

Beneficiary	Expertise
Directors
(including Chairman and Deputy Chairman, the latter where appointed)	Ordinary Shareholders' Meeting at the time of appointment
Directors holding special offices
(and possibly the Chairman and Deputy Chairman, if the Shareholders' Meeting has not done so)	Board of Directors, on the proposal of the RAC and with the favourable opinion of the Board of Statutory Auditors pursuant to Article 2389, paragraph 3, of the Italian Civil Code, at the time of appointment
General Managers and Key Management Personnel	In accordance with and in compliance with the guidelines of the Remuneration Policy, (a) upon hiring, subject to any subsequent reviews, on the proposal of the Chief Executive Officer, based on particularly significant performance, change of office with a with new responsibilities, as well as on the basis of relevant remuneration market trends or other possible factors, assessed and detailed, (b) in the context of a possible review during the employment relationship in favor of the Chief Executive Officer/General Manager, based on the responsibilities actually performed as General Manager, in light of appropriate benchmark analyses. All of the above, upon proposal by the RAC
Board of Statutory Auditors	Ordinary Shareholders' Meeting at the time of appointment

The fixed remuneration for the Chief Executive Officer/General Manager, General Managers and Key Management Personnel is determined and, if necessary revised, as mentioned above, by using that of other similar offices in the panels of peer and comparable companies as a reference, also taking into account (i) professional characteristics and specialisation, (ii) position held and relevant responsibilities, (iii) performance, as well as (iv) availability on the market of similar candidates and business risk in the event of termination of the employment relationship, as well as (v) size and management complexity of the Company (see Section 2.2 Market Practices and Peer Groups).

With regard to Non-Executive Directors vested with specific duties, in keeping with Recommendation 29 of the Code of CG, the related compensation is not linked to the Company's financial results and is commensurate with the commitment required in relation to participation in Board committees, and also taking into account (i) the responsibilities of each collegial body, in compliance with the specific relevant applicable rules; (ii) the required skills

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and/or professional qualifications of each member, including in compliance with professional requirements provided by the afore-mentioned applicable rules; (iii) to the expected duration and frequency of Committee meetings, which can be assumed based on their assigned duties, with different compensation for the Chairman and the members of each Committee, taking into consideration their role in coordinating proceedings and liaising with corporate bodies and departments; (iv) market practices in the reference sectors and peer companies.

As for the members of the Board of Statutory Auditors, the amount of the related remuneration must be adequate for the skills, professionalism and commitment required by the significance of the role they hold, as well as the size and sector of the company and its financial situation (Recommendation 30 of the Code of CG).

General Managers, Key Management Personnel appointed at a given time and the Board of Statutory Auditors are also entitled to reimbursement for out-of-pocket expenses linked to the position held.

The current Group policies require that employees repay, where approved, fees and/or compensation paid for organic activities on the Group's mandate. This is because the individual remuneration benefits already include compensation for the aforementioned benefits.

3.2. Variable components of remuneration payments

The variable remuneration component aims to determine a direct link between compensation and performance with the opportune balancing of Management by Objectives tools (Short-term incentive) and/or long-term incentive schemes.

The variable remuneration component is divided into a short-term component and a long-term component in a perspective of sustainability of results and value creation for shareholders in the medium/long term.

The variable remuneration component envisages maximum payout amounts (Recommendation 27b of the Code of CG), as well as predetermined performance objectives, measurable and linked, also, to a long-term horizon (Recommendation 27c of the Code of CG).

These are performance objectives consistent with the Company's strategic objectives, mainly of a financial nature but also providing for non-financial (such as the ESG Environmental, Social and Governance sustainability objectives).

In relation to Recommendation 27 of the Code of Corporate Governance, relating to the deferral of the variable bonuses payout, the Company has established, both with regard to the STI and the LTI, that the disbursements of the bonuses are made at the end of 3 months from the end of the performance period (annual for STI and three-year for the LTI). Ex post correction mechanisms (malus and claw-back) are also applied to STI and LTI bonus disbursements when the relative circumstances occur.

Short-term variable remuneration components. The STI Plan

The purposes of the STI Plan

The annual variable incentive system (STI) aims to align the individual conduct with the organisation's annual strategic objectives by rewarding the beneficiaries for the results achieved in the short-term (1 year).

The STI is reviewed annually by the Remuneration and Appointment Committee –and for matters within its competence, the Control, Risk and Sustainability Committee – which proposes to the Board of Directors the objectives for the Chief Executive Officer/General Manager and the KMP, by identifying their metrics.

Targets and the performance scale of the STI Plan

Short-term variable remuneration of the Chief Executive Officer/General Manager (CEO STI) is directly linked to the achievement of the Group's annual results indexed to a set of predetermined and measurable metrics, focused on the Group's financial and operating performance defined in accordance with the Business Plan, as well as aligned with the guidance provided from time to time to the market.

With respect to General Managers and KMP (other than the Internal Audit & Compliance SEVP), the respective short-term incentive plans ("KMP STI") follow a cascading performance measurement approach (Figure 7), i.e. are indexed to the achievement of (i) the Group's annual economic and financial results; (ii) the Corporate and Management and/or Individual results, defined in line with the Company's Business Plan as well as aligned with the Guidance provided from time to time to the market (Recommendation 27c of the Code of CG).

With reference to the Internal Audit & Compliance SEVP, in order to ensure and strengthen the position of independence and control they must assume, it is envisaged not only that the composition of the remuneration pay mix includes a higher percentage for the fixed component with respect to short-term variable component, but also that the related objectives are not linked to economic and financial targets. Thus, the relative short-term incentive plan follows the cascading performance measurement approach but indexed to the achievement of (i) results of the relevant specific Department/Business Unit and (ii) results linked to individual performance, following an investigation by the Control, Risk and Sustainability Committee.

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On the other hand, the Chief Financial Officer & Group Risk Officer, in order to reflect an adequate balance between the two roles within the incentive mechanism, is envisaged:

in line with the Internal Audit & Compliance SEVP, that the composition of the remuneration pay mix envisages a higher percentage for the fixed component with respect to the variable component;
similarly to the other KMP that the relative objectives are linked to:
(i) partly to economic and financial targets, according to a so-called cascading measurement of performance;
(ii) for the rest, upon achievement of the results of the specific Group Risk Officer Department, after preliminary investigation by the Control, Risk and Sustainability Committee.

Figure 7 - Summary scheme of STI structure

The system in place – in line with the most recent best practices – appropriately balances individual performance incentives, on one hand, with sustainability of company results, on the other.

The economic and financial objectives relating to the STI are broken down as follows, with a differentiated weighting among the relative beneficiaries:

Categories	Parameters^{9}	CEO STI weighting	KMP STI weighting (excluding IA&C SEVP)
Economic and Financial	Revenue	33.3%	16.7%
	Net Financial Position	33.3%	16.7%
	EBITDA	33.4%	16.6%

The quantitative determination of the Group's economic and financial objectives is performed by the Board of Directors, after consulting with the Remuneration and Appointment Committee.

The precise disclosure of the relative levels of the envisaged targets, consistent with the Business Plan, as well as aligned with the guidance provided to the market from time to time, is not carried out here for market sensitivity reasons, without prejudice to the fact that a precise disclosure on the level of achievement of all targets will be carried out at the time of finalisation, in Section II of the 2025 Remuneration Report.

The Corporate and Management and/or Individual objectives – both quantitative and qualitative – are envisaged, as indicated above, only in the STI Plan of the GMs and the KMP. These targets are predetermined, can be measured and differentiated based on the various skills and operational fields of the respective recipients, thereby allowing, on one side, to monitor multiple aspects of corporate and individual performances and, on the other, to identify the contribution by each General Manager/KMP with regard to achieving general strategic objectives pursued by the Company and by the Group.

These objectives are defined by the Chief Executive Officer/General Manager, after consulting the RAC and the Control, Risk and Sustainability Committee, the latter with regard to the targets of the Internal Audit & Compliance SEVP and the Chief Financial Officer, in relation only to the Group Risk Officer functions.

A minimum performance threshold is identified for each parameter – below which no amount is awarded – positioned close to the target figure. Upon reaching this minimum threshold, a payout equal to 50% of the target payout is envisaged. The Target Bonus vests only when 100% of the total objectives are achieved and for performance exceeding the target objective, a maximum cap is envisaged at the bonus payout (Recommendation 27b of the Code of CG).

9 Subject on the international accounting standards in effect as of the date of this report.
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At the end of each financial year, the assessment regarding the extent to which the assigned objectives were achieved for the purposes of paying out the relative STI remuneration is performed.

with regard to the CEO STI, by the Board of Directors, having heard the opinion of the RAC;
with regard to the KMP STI, by the Chief Executive Officer/General Manager, having consulted the RAC (and the Control, Risk and Sustainability Committee, insofar as it is responsible).

The current incentive scheme envisages deferral of payment to the end of three months from the end of the annual performance period, in order to guarantee the disbursement of the bonus only after approval of the reference annual financial statements by the Board of Directors (Rec. 27d of the Code of CG) and without prejudice to the applicability of the ex post correction mechanisms (malus and clawback) on occurrence of the relative circumstances, referred to in paragraph 3.6.

Long-term variable remuneration components. The 2026-2028 LTI Plan

2026-2028 LTI Plan objectives

The long-term incentive plan, linked to the 2026-2028 performance period, is intended for managers whose positions are considered relevant to the results of the 2026-2028 Business Plan ("Beneficiaries of the 2026-2028 LTI Plan"). The plan, in line with current legislation and international best practices, seeks, with transparency in procedures and content, to incentivise Management by allowing it to benefit from creating value for the Company through long-term reward mechanisms.

Hence, the 2026-2028 LTI Plan has the objective of (i) driving the actions of Beneficiaries in line with factors of strategic interest in the medium/long term for the Group, also in terms of ESG sustainability (ii) promoting stability and retention of Beneficiaries, (iii) aligning remuneration of Beneficiaries to the creation of long-term value for shareholders and stakeholders and (iv) ensuring an overall competitive level of remuneration.

The 2026-2028 LTI Plan will have a three-year duration starting from 1 January 2026 and ending on 31 December 2028, for the purpose of measuring the performance objectives.

The Vesting Period, as regards the term of bonus accrual, is considered completed on the date of approval of the 2028 Financial Statements by the Board of Directors.

The targets and the performance scale of the 2026-2028 LTI Plan

From this perspective, the long-term variable component is linked to achieving certain results at Group level, consistently with those set out in the Business Plan currently being defined. For this reason, the 2026-2028 LTI Plan is a closed plan whose performance period is aligned with the time horizon of the Group's strategic guidelines.

The reference targets are determined by the Board of Directors after hearing the opinion of the RAC and, to the extent of its sphere of competence, and that of the Control, Risk and Sustainability Committee (in relation to the Internal Audit & Compliance SEVP).

The 2026-2028 LTI Plan envisages, provided that the reference objectives are achieved, the allocation of a bonus in monetary form, aspiring to align with the national and international market practices of companies with concentrated ownership and the purpose of attracting and retaining qualified and competent managers in a particularly dynamic and competitive labour market. The long-term incentive component is based on a multi-year time frame, as well as subject to performance and sustainability conditions of positive results over time and paid in full upfront exclusively at the end of a three-year Vesting Period.

As stated above, the objectives and KPIs of the 2026-2028 LTI Plan are aligned with the Business Plan currently being defined to anchor the results to the level of achievement of the strategic objectives.

In consideration of the reference context in which the Webuild Group is located in terms of labour market competitiveness, and progressive expansion also into regions with heterogeneous remuneration practices compared to the local market, especially in light of recent additions, as well as for the dynamism and speed of change in the macroeconomic scenario, it is considered essential to align a significant part of the variable remuneration (at least 50%) to performance objectives consistent in terms of time horizon with the Company's strategic objectives to promote its sustainable success (Recommendation 27c of the Code of CG).

For the same prerequisites, depending on the peculiarities of the business activity and the related risk profiles as well as to preserve the incentive capacity, the reward and meritocratic effect from using the variable component in favour of a small pool of key resources at Group level, it is believed that the time horizon of the overall variable component is adequately represented by a short-term and a long-term component and without prejudice to the Company's right to activate ex-post mechanisms to adjust the results up to a period 3-5 years following the vesting of the bonus (so-called Claw-back).

Taking into account both the specific characteristics of the reference segment and of the identification of predetermined and measurable objectives that are significantly linked to performance periods also in the long term, the current incentive scheme envisages deferral of payment to the end of three months from the end of the triennial

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performance period, in order to guarantee the disbursement of the bonus only after approval of the reference annual financial statements by the Board of Directors (Rec. 27d of the Code of CG) and without prejudice to the applicability of the ex post correction mechanisms (malus and clawback) on occurrence of the relative circumstances, referred to in paragraph 3.6.

Figure 8 - 2026-2028 LTI performance period

In particular, consistently with Recommendation 27c of the Code of CG, the 2026-2028 LTI Plan is based on two types of indicators, the 2026-2028 LTI Plan Objectives, measured independently, with respect to the values in the budget/Business Plan currently being defined, which are as follows:

(i) economic and financial indicators $^{10}$ identified as Cumulative EBIT with a $40\%$ weighting and Cumulated Overheads, with a $40\%$ weighting;
(ii) indicators related to risk and sustainability, defined as Total Recordable Frequency rate (with a $10\%$ weighting and measurement of the average percentage reduction in the performance period of the TRFR index) and reduction of the intensity of "greenhouse gas emissions" (with a $10\%$ weighting and quantitative measurement at the end of the plan of the reduction of GHG gas emissions – Scope 1-2 – as compared to revenues).

The Vested Bonus will be determined based on the level of achievement of the 2026-2028 LTI Plan Objectives. Each Target that has been achieved at least up to the predetermined minimum performance threshold (the threshold) will then be multiplied by its relative weighting in order to determine the amount of Vested Bonus attributable to this Objective, which cannot exceed the maximum cap in the event of overperformance as detailed in Figure 9:

Figure 9 - 2026-2028 LTI Plan - Payout scale

Macro categories	KPIs	Reference and measurement target	Weighting	Min Payout	Target Payout	Max Payout (Cap)
Economic and Financial	Cumulative EBIT	Cumulative quantitative measurement as a result of the 2026-2028 Business Plan	40%	20%	40%	56%
	Cumulated Overheads	Cumulative reduction in overhead costs	40%	20%	40%	56%
Risk and Sustainability	Total Recordable Frequency Rate	Average % reduction of the TRFR ratio in the performance period	10%	5%	10%	14%
	Reduction of the intensity of greenhouse gas emissions	Quantitative measurement of reduction of GHG gas emissions (Scope1-2) vs revenues	10%	5%	10%	14%

Consequently, if all Objectives of the 2026-2028 LTI Plan have been achieved at the level of:

(a) less than the minimum threshold, the Vested Bonus will be zero;
(b) equal to the minimum threshold, the Vested Bonus will be $50\%$ of the Target Bonus;
(c) equal to $100\%$ , the Vested Bonus will be $100\%$ of the Target Bonus;
(d) equal to or greater than the Cap, the Vested Bonus will be $140\%$ of the Target Bonus.

When the performance of an objective is achieved between the minimum threshold and the target or between the target and the cap, the payout is calculated according to a linear interpolation mechanism, respectively

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between 50% and 100% and between 100% and 140%.

The 2026-2028 LTI Plan Objectives that have not been reached at least up to the minimum threshold will not be taken into consideration for the calculation of the Vested Bonus, which will be determined on the basis of the level of achievement of the other 2026-2028 LTI Plan Objectives that were reached for at least up to the minimum threshold, multiplied by their relative weightings.

The precise disclosure of the target levels envisaged, consistent with the Business Plan and aligned with the guidance provided to the market, is not carried out here for market sensitivity reasons, it being understood that precise information on the level of achievement of the targets will be carried out at the time of finalisation, in Section II of the 2026 Remuneration Report.

It should be noted that the Internal Audit & Compliance SEVP is the recipient of the 2026-2028 LTI Plan, with objectives referring mainly to individual performance with a weighting equal to 80% of the total LTI in line with the tasks assigned and, similarly to the Beneficiaries of the 2026-2028 LTI Plan, with risk and sustainability indicators. Therefore, in light of the specific responsibility of the role, the economic-financial indicators are excluded.

Figure 10 - Summary scheme of structure of the 2026-2028 LTI Plan

The achievement of the 2026-2028 LTI Plan Objectives is ascertained by the Board of Directors, on proposal of the RAC and, for aspects under its competency, the Control, Risk and Sustainability Committee (with regard to the Internal Audit & Compliance SEVP), subject to verification that the minimum performance level has been attained.

The 2026-2028 LTI Plan may also be extended to those who, during the 2026-2028 three-year period, become part of the Group's Management and/or assume, for internal career growth, the position of General Manager and/or the status of Key Management Personnel. In this case, inclusion is subject to the condition of being able to participate in the Plan for at least one full year and the incentive percentages will be re-indexed to the number of months of effective participation in the 2026-2028 LTI Plan.

3.3. The Policy on non-monetary benefits and insurance coverage, or social security or pension payments other than statutory obligations

With the aim of offering overall remuneration that is as competitive as possible and in line with national and international best practices, the total pay of Directors, General Managers and KMP is supplemented by non-monetary benefits.

Directors receive insurance coverage for work-related and non-work-related accidents which result in death or permanent disability.

The Chief Executive Officer/General Manager (regard to the employment relationship), General Managers and KMP, in line with the provisions of the Collective Agreement for Managers of Companies Producing Goods and Services (Managers' CCNL) applied by the Company, are guaranteed insurance cover in case of death or permanent disability that would reduce their working capacity by more than 2/3 as a result of a work-related accident or illness.

In compliance with industry best practices, the Company also has a Directors & Officers (D&O) insurance policy to cover any liability with regard to third parties (and the Company) for the non-culpable conduct of the aforementioned individuals.

The Chief Executive Officer/General Manager, General Managers and KMP may also be assigned company cars for both personal and business use, as well as housing, in accordance with company policies applicable from time to time.

3.4. Effects of termination on the payment of variable components

With reference to the STI, the Beneficiary shall forfeit the right to receive the related payment in the event that at the time of its disbursement (i) the employment relationship has ended or (ii) or if the beneficiary has been notified of the termination but is still working.

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It is understood that (i) except in cases of death or illness, the employment relationship is understood as terminated for these purposes from the time the termination notice is served for any reason, regardless of any period of notice contractually due, (ii) the Board of Directors retains the right, having received the opinion of the RAC, to waive the application of the provisions of Article 3.5., in the terms and methods that will be identified by the Board at its sole discretion.

With respect to the effect of the termination of the employment relationship or the office of Director on the 2026-2028 LTI Plan before the end of the relevant Vesting Period, given that the right to receive the bonus is intrinsically and functionally linked to the continuation of the employment relationship of the Beneficiaries with the Company or its Subsidiaries, unless the Board of Directors resolves in a more favourable way for the Beneficiaries, the following scenarios are possible:

a) in the event of termination of the employment relationship and/or office during the Vesting Period as a result of one of the following scenarios ("Bad Leaver"):

voluntary resignation of the Beneficiary;
termination of the employment relationship initiated by the Company for just cause pursuant to Article 2119 of the Italian Civil Code;
revocation or non-renewal of the office of Director without just cause;
early termination of the freelance/sub-contracted work agreement for just cause;

the Beneficiary shall automatically forfeit the right to participate in the 2026-2028 LTI Plan and the relative benefits, also for any vested pro rata benefits;

b) in all remaining cases of termination of the employment relationship and/or office during the Vesting Period as a result of a scenario other than those listed above ("Good Leaver"), the Beneficiary (or his/her heirs) shall retain the right to a portion of the bonus determined on a pro-rata temporis basis;

c) in the event of termination of the employment relationship and/or office due to ("Leaver"):

death;
total and permanent disability;
retirement;

the Beneficiary (or his/her heirs) shall in any case retain the right to participate in the 2026-2028 LTI Plan if the termination took place after the Vesting Period or, if it took place during the Vesting Period, shall retain the right to the related portion determined on a pro-rata temporis basis.

3.5. The Policy relating to payments in case of termination of office or termination of employment

With reference to the Chief Executive Officer/General Manager, on the occasion of the termination of the work and/or the employment relationship, the Company may pay the aforementioned termination indemnity - up to a maximum of 24 months of Total Remuneration $^{11}$, in addition to the protections provided for by law and/or by the current National Collective Labour Agreement.

In the case of a possible premature termination of office or termination of employment initiated by the Company or by an individual manager, the provisions of the regulations in force as well as those of the Managers' CCNL shall apply. Settlement agreements for the consensual termination of the employment relationship with the aforementioned managers, pursuant to Article 2113 of the Italian Civil Code and with waiver of any further claim against the Company and the Group, may be concluded, in accordance with legal regulations and the applicable collective contractual regulations, when a termination of the relationship is not related to objectively inadequate results, in line with the respective benchmarks on the matter, while also pursuing post-contractual methods for protecting the Company's assets and interests. On the occasion of the termination of the employment relationship, the Company may, in particular, grant individual General Managers and KMP remuneration incentives to leave which cannot in any case exceed a maximum number of 24 months of total remuneration pursuant to Article 2121 of the Italian Civil Code, in addition to the protections provided for by the law and/or by the CCNL in force (e.g. the indemnity in lieu of the notice) and at the same time payments of any ad hoc post-contractual agreements in addition to those provided for by the law and/or by the CCNL to protect the interests of the Company (see non-compete agreements, non-enticement covenants, confidentiality and non-disparagement obligations, cooperation obligations, etc.) $^{12}$.

$^{11}$ Fixed component plus the three-year average of the variable components received in the previous three-year period.

$^{12}$ These treatments are defined when the settlement agreement is finalised, taking into consideration the Company's overall results, the individual performances and the duration of the employment relationship. Specifically, the aforementioned possible redundancy incentives are aimed at supporting the achievement of company objectives in the best possible manner, while minimising current and future costs and risks, taking into consideration (i) the Company's overall results and individual performance, while considering (ii) the actual duration of the employment relationship, (iii) the fact that the individual has performed below reasonable expectations, (iv) the circumstance that the individual has assumed inadequate risks, (v) the fact that the individual has behaved and/or has had an attitude at odds with corporate values, (vi) the personal and social impacts of the termination of the employment relationship, especially for persons who are in particular age brackets and/or personal situations, (vii) any other fact/circumstance/attitude/behaviour relating to individuals, the company and the social context that have an impact

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3.6. Malus and claw-back clauses

With regard to short/medium-term variable remuneration components, claw-back clauses are envisaged, whoever the beneficiary of said clauses, within the terms envisaged by governing regulations and regardless of whether the employment relationship is still in place, that allow the Company to demand a partial or total return of variable remuneration components (or not to pay these variable components, in the event of malus clauses) when the amount was determined based on data that was subsequently found to be manifestly incorrect (Recommendation 27e of the Code of CG):

a) breach, by the Beneficiary, of the company, contractual or legal rules, or
b) individual malicious or grossly negligent conduct by the latter aimed at altering the data used to measure the achievement of the objectives.

No compensation shall be paid to individuals whose conduct breached company regulations (especially the Code of Ethics and the Organisational Model pursuant to Italian Legislative Decree No. 231/01 and the Anti-Corruption Model), or contractual clauses or the law or in the event of wilful misconduct or egregiously malicious behaviour that damages the company.

However, these mechanisms are applied without prejudice to any other action permitted by the law to protect the Company's interests.

4. STRUCTURE OF REMUNERATION COMPONENTS

4.1. Remuneration of the Chairman of the Board of Directors

Shareholders’ Meeting remuneration for office

The Shareholders’ Meeting held on 24 April 2024 approved a gross annual remuneration for the Chairman of the Board of Directors, in office until the approval of the financial statements as of 31 December 2026, of €400,000, for the 2024-2026 mandate.

Payment in the event of termination of office

There are no existing agreements which provide for compensation if the term of office ends prematurely.

Benefits

Insurance coverage and welfare payments are provided for the Chairman (for details, see Section II, Table 1 attached to this Report).

4.2. Remuneration of Non-Executive Directors

Shareholders’ Meeting remuneration for office

The Shareholders’ Meeting held on 24 April 2024 approved a gross annual remuneration for each member of the Board of Directors, in office until the approval of the financial statements as of 31 December 2026, of €60,000, for the 2024-2026 mandate. This amount is suited to the expertise, professionalism and commitment required by the tasks assigned to them within the Board (Recommendation 29 of the Code of CG).

Remuneration for participation in Board committees

The Board of Directors on 27 May 2024, with regard to the responsibilities of the different collegial bodies, in compliance with the specific applicable rules and skills and/or professional qualifications of each member, also in application of the professional requirements provided by the aforementioned applicable law and the expected duration and frequency of Committee meetings, assumed in consideration of their duties, on proposal of the RAC and with the favourable opinion of the Board of Statutory Auditors, for the 2024-2026 mandate, resolved to pay the following compensation to the appointed members of internal committees, in line with the previous mandate:

on the decision to terminate of the relationship, (viii) the reason underlying the decision to terminate the relationship (also with reference to the notions of just cause and justification according to the parameters in force from time to time) put in relation to the corporate interest in reaching a consensual termination of the relationship through the payment of an amount whose cost, calculated on the basis of adequate evidence (and possibly as indicated by competent third parties, such as the judicial arbitration authority), is not higher than the cost that would presumably be incurred in the event that the person was dismissed and went to court to protect his/her rights. In any case, the above criteria are, according to the peculiarity of each specific case, weighted and mutually offset, always with a view to pursuing the Company’s best interest.

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Committee	Members	Annual gross compensation (€)		Annual gross total (€)
		Chairman	Member
Control, Risk and Sustainability	6	60,000	45,000	285,000
Remuneration and Appointment	3	35,000	20,000	75,000
Related-Party Transactions	3	15,000	10,000	35,000

Payment in the event of termination of office

There are no specific termination benefits for Non-Executive Directors or agreements which make provision for compensation if the term of office ends prematurely.

Benefits

Insurance coverage and welfare payments are provided for Non-Executive Directors (for details, see Section II, Table 1 attached to this Report).

4.3. The remuneration of the Control Bodies

Remuneration of the Statutory Auditors

The Company's policy on the remuneration of the members of the control body was determined in accordance with the provisions of Article 2402 of the Italian Civil Code, by the Shareholders' Meeting of 27 April 2023, which set the annual compensation for the 2023-2025 mandate for the Chairman of the Board of Statutory Auditors at €150,000 and the annual compensation for each Standing Auditor at €90,000. For details of the remuneration components of the statutory auditors, please refer to Section II.

The 2026 Shareholders' Meeting will resolve on the remuneration of the Chairman and the members of the newly appointed Board of Statutory Auditors for the 2026-2028 mandate.

4.4. Remuneration of the CEO/General Manager

The Board of Directors' meeting on 24 April 2024 appointed Pietro Salini as Chief Executive Officer of the Company, thereby conferring upon him the powers of legal representation of the Company and the signing powers with regard to third parties and for legal matters, as well as vesting him with the powers for the management of corporate operations, with the right to delegate the responsibility for the organisation and conduct of certain business units.

The Chief Executive Officer is currently the sole Executive Director of the Company. He is also a Manager of the Company, thus Pietro Salini is linked to the Company through a permanent contract for the independent and unique functions of General Manager.

Fixed components of remuneration payments

The amount of Gross Annual Salary (GAS) due to the Chief Executive Officer/General Manager with respect to the management employment contract with the Company and in light of the duties that are the subject of that contract, was set at €800,000, as most recently revised by the Board of Directors on April 2, 2026, following an investigation and proposal by the RAC, with the approval of the Board of Statutory Auditors and after hearing the CEO/Managing Director, who took part in the discussion but did not participate in the related vote. The revision, defined in accordance with a prudent and sustainability-oriented approach, was carried out even on the basis of a market analysis that revealed a marked negative deviation in the gross annual remuneration—unchanged since 2014—relating to the exclusively executive component¹³ attributable to the role of Chief Executive Officer/General Manager.

The amount of fixed fee due, pursuant to Article 2389, paragraph 3 of the Italian Civil Code, to the Chief Executive Officer for the performance of his delegated duties is equal to the annual gross amount of €1,350,000.

In light of the above, the fixed component of remuneration of the Chief Executive Officer resulting from the sum of the GAS and fixed fee pursuant to Article 2389, paragraph 3 of the Italian Civil Code for the Chief Executive Officer duties (jointly "CEO Fixed Component"), is equal to the annual gross amount of €2,150,000.

The Chief Executive Officer does not receive any further emoluments for the positions held within the Group (with particular regard, to date, as Chairman of Lane Industries, as Chairman and CEO of Webuild US Holding, as Director of Texas High Speed Rail LLC and as Chairman of The Lane Construction Corporation).

In addition to the CEO Fixed Component, the annual gross amount of €60,000 resolved by the Shareholders' Meeting of 24 April 2024 for the role of Director should also be considered as additional fixed element of the CEO remuneration. The CEO Fixed Component should be considered adequate as compensation for the performance of the CEO even if the variable component is not awarded due to failure to meet the relevant performance objectives indicated by the Board of Directors.

¹³ In the capacity of General Manager for the related responsibilities of managing and coordinating senior functions, with consequent direct responsibility for operational and financial results.

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Short-term variable remuneration components

The Chief Executive Officer/General Manager, because of the position held and therefore as consideration for exercising their powers, is also entitled to receive a variable remuneration, again pursuant to Article 2389 of the Italian Civil Code, in terms of STI and LTI Plans.

The STI for the CEO is recognised as a function of the achievement of the Group economic and financial objectives as Corporate and Management and/or Individual performance objectives envisaged for General Managers and KMP do not apply to the CEO.

The STI amount for the CEO was confirmed – taking as basis for the calculation the CEO Fixed Component – as €2,150,000 gross upon achieving 100% of the objectives. The payment and amount of the CEO STI are subject and indexed to reaching the fixed objectives as illustrated in Figure 11:

Figure 11 - Structure of CEO STI

The right to receive the CEO STI is vested on the basis of results achieved and assessed according to a performance scale with the range varying from a minimum (minimum performance) to a maximum (maximum performance), with the corresponding payout of a variable remuneration from 50% to 140% respectively of CEO Fixed Component, calculated by linear interpolation for pre-set intervals. Should performance in terms of the relevant objectives be below the minimum threshold, no amount linked to that objective shall be paid.

Long-term variable remuneration component: 2026-2028 LTI Plan

With respect to the long-term incentive plan, the Board of Directors identified the Chief Executive Officer/General Manager as Beneficiary of the 2026-2028 LTI Plan as outlined in Section 3.2 to which reference is made.

The amount of the 2026-2028 LTI was set - taking as basis for the calculation the CEO Fixed Component - at €6,450,000 upon achieving 100% of the objectives. This amount, compared to the entire duration of the Plan, stands at €2,150,000 on an annual basis; in fact, note that this a "closed" plan, which provides for a single allocation at the start of the three-year performance period. The methods relating to any payment are subject to and based on attainment of the objectives set, as outlined in Section 3.2, to which reference is made.

Payments envisaged in the event of termination of office and of employment

There are no specific payments for the termination of office of the Chief Executive Officer/General Manager, nor are there agreements which involve compensation if the term of office ends prematurely, if the CEO is removed from office, his/her mandate is revoked, or if said mandate is not renewed. On the occasion of the termination of the work and/or the employment relationship, the Company may pay the aforementioned termination indemnity - up to a maximum of 24 months of Total Remuneration¹⁴, in addition to the protections provided for by law and/or by the current National Collective Labour Agreement.

Benefits

Non-monetary benefits are paid to the Chief Executive Officer/General Manager (for details, see Section II, Table 1).

4.5. Remuneration of General Managers and KMP

From time to time, the Company identifies General Managers and Key Management Personnel, based on the duties effectively carried out, in line with the definition referred to in CONSOB Regulation No. 17221/2010.

Table 1 shows the General Managers and Key Management Personnel at the date of this report, highlighting the area to which each individual belongs (Corporate/Operations):

¹⁴ Fixed component plus the three-year average of the variable components received in the previous three-year period.

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Table 1 - General Managers and Key Management Personnel¹⁵

POSITION TITLE	AREA	NAME
Corporate and Finance General Manager	Corporate	Massimo Ferrari
Global Operations General Manager	Operations	Claudio Lautizi
Internal Audit & Compliance SEVP	Corporate	Francesco Albieri
Chief HR, Organization and QHSE Officer	Corporate	Marco Ferrara
Chief Bidding & Engineering Officer	Corporate	Michele Longo
Chief Supply Chain Officer	Corporate	Claudio Notarantonio
Chief Financial Officer & Group Risk Officer	Corporate	Massimo Pompei
General Counsel SEVP	Corporate	Vinicio Fasciani
SEVP Budgeting & Planning	Corporate	Alessandro Mirabelli
SEVP Corporate Development	Corporate	Gianfranco Catrini
SEVP Controlling and Accounting	Corporate	Flavio di Pietro
Operations Oceania SEVP	Operations	Marco Assorati
Operations Sub-Saharan Africa SEVP	Operations	Christian Fabio Capitanio
Group Commercial SEVP	Operations	Francesco Falco
Operations (Rail) SEVP - Italy	Operations	Nicola Meistro
Operations Europe, US & Canada SEVP	Operations	Pablo Sonnendrucker Martinez

Fixed remuneration component

The fixed remuneration component for General Managers and KMP is determined on the basis of the role and responsibilities appointed and it may be periodically adjusted as part of the annual salary review process carried out for all managerial positions.

In line with the recommendations of the Code of CG, the fixed remuneration component is determined to an extent that adequately rewards the performance of the General Managers and KMP, even when the variable component should not be awarded due to failure to meet its relevant performance objectives.

Moreover, General Managers and KMP are entitled to reimbursement of the expenses incurred as a result of their office.

Short-term variable remuneration component

With regard to the variable component for the current year, General Managers and KMP are also eligible to receive a short-term variable compensation ("KMP STI") upon reaching 100% of the objectives in addition, equal to a portion of the respective fixed remuneration components of between 30% and 100%, based on the features of the position held. The payment and the quantification of the respective KMP STI are subject to and based on achievement of the following results, each with a relative weighting (Figure 12).

¹⁵ The appointment as Key Managers Personnel holders of four positions (Chief HR Organization and QHSE Officer, SEVP Budgeting & Planning, SEVP Corporate Development, SEVP Controlling and Accounting) is effective from August 2025.

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Figure 12 - GM/KMP STI structure (including the Chief Financial Officer & Group Risk Officer)

The Chief Financial Officer & Group Risk Officer is the recipient of the STI plan with objectives and a payout curve similar to those described for the KMP, with specific declination of only the Management Objectives, which account for 30% of the Total STI, in line with the functions of Group Risk Officer.

The Internal Audit & Compliance SEVP is the recipient of the STI Plan, with objectives and a payout curve similar to the one outlined above, excluding only the economic/financial objectives and with a specific breakdown of Management Objectives and Individual Objectives, each with a 50% weighing of the Total STI, in line with the assigned duties.

Figure 13 - Internal Audit & Compliance SEVP STI structure

The right to receive the KMP STI accrues based on the results achieved and assessed according to a performance scale with the range varying from a minimum value ("minimum performance") to a maximum value ("maximum performance"), with the corresponding payout of a variable remuneration from 50% to 140% respectively of the fixed remuneration component, calculated by linear interpolation at pre-determined intervals. Should performance in terms of the relevant objectives be below the minimum threshold, no amount linked to that objective shall be paid.

Long-term variable remuneration component: 2026-2028 LTI Plan

As regards the criteria for participation in the 2026-2028 LTI Plan of General Managers and KMP, please refer to paragraph 3.2.

In the case of participation, the amount of the 2026-2028 LTI is differentiated according to the role covered by the Beneficiaries and is equal, upon reaching 100% of the objectives, to 90% or 300% of the Fixed Component targets on a three-year basis, respectively, i.e. 30% or 100% on an annual basis. This is a "closed" plan, which provides for a single assignment at the start of the three-year performance period. The methods relating to any payment are subject to and based on attainment of the objectives set, as outlined in Section 3.2, to which reference is made.

Payment in case of termination of employment

For General Managers and KMP who are employees of the Company, in the event of termination of the employment relationship, the payment established by law and/or by the Manager's CCNL (National Collective Labour Agreement) and/or the different relevant collective contractual provisions shall be applied.

On the occasion of the termination of the employment relationship, the Company may pay the individual General Managers and KMP additional remuneration with respect to that envisaged pursuant to the aforementioned

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provisions provided that there is an interest of the Company in this regard and excluding the cases of voluntary resignation or in any other case in which the payment does not comply with the Company's interests.

The amount derived from the application of these clauses/agreements cannot in any case exceed a maximum number of 24 months of de facto total remuneration – in addition to the protections provided for by law and/or by the CCNL in force (e.g. the indemnity in lieu of notice) – defined when the settlement agreement is finalised, taking into consideration the Company's overall results, the individual performance and the duration of the employment relationship.

A further essential condition for the recognition of the aforementioned additional amounts is that the Manager signs a settlement agreement that envisages (i) the waiver of any further claim against the Company, the Group and shareholders, (ii) the termination of any office within the Company and/or Group, and (iii) reciprocal clauses regarding confidentiality and non-denigration.

With reference to professional roles with particularly significant characteristics, such that the termination of the relationship may lead to risks, the Company reserves the right to define, on a case-by-case basis, non-compete agreements that provide for the payment of a consideration commensurate with the duration and extent of the restriction resulting from the agreement following the conclusion of the employment relationship and/or termination of office.

With regard to the existence of agreements concluded during the employment relationship, note that the Company currently has specific agreements with some KMP designed to govern ex ante aspects related to any possible early termination of employment.

The terms of these agreements, defined in line with the regulations in force and with reference benchmarks, pursuant to the provisions of the Remuneration Policy, provide for the payment of a 24-month¹⁶ compensation in addition to the protections provided for by law and/or by the CCNL in force (e.g. the indemnity in lieu of notice) in case of (i) a change in the control of the Company or (ii) in the event of termination without just cause pursuant to art. 2119 of the Italian Civil Code.

Lastly, the provisions under Section 3.4. with respect to the effects of termination of employment relationships on the 2026-2028 LTI Plan, remain applicable.

Benefits

Insurance coverage or welfare payments are provided for General Managers and KMP with better conditions than those established in the national collective bargaining agreement, as well as the allocation of a company car for personal use and, possibly, housing (for details, see Section II, Table 1).

¹⁶ Using as reference parameter the de facto total remuneration, calculated as the sum of the gross annual salary, the average variable remuneration of the past three years and the valuation of any fringe benefits.

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SECTION II: DETAILS OF ITEMS THAT MAKE UP THE REMUNERATION AND THE COMPENSATION PAID IN 2025

INTRODUCTION TO SECTION II

Section II of the Report on the Remuneration Policy and Compensation Paid provides not only detailed information on the compensation received during the reference year by members of the Administration and Control Bodies, General Managers and Key Management Personnel, but also illustrates the correlation between the performance levels achieved and the components of variable remuneration in line with the applicable Policies. In addition, the Section includes the information relating to the change in the compensation of the members of the Administration and Control Bodies, General Managers and Employees and of the company performance.

CORRELATION BETWEEN PERFORMANCE, PAYOUT AND COMPARISON BETWEEN THE PERFORMANCE OBJECTIVES ACHIEVED AND EXPECTED

The short- (STI) and long-term (LTI) variable remuneration is connected to a series of indicators that represent, from time to time, the drivers on which to focus the performance of the Management in reaching the objectives that form the basis of the short- and long-term strategies of the company, as well as the pillars and rationale underpinning the Business Plan. The structure of the incentive system requires, in particular, each assigned objective to be measured on an individual basis within a specific performance scale, based on the actual level of achievement, linked to a payout curve (Figure 14).

The correlation between the performance and the payout is calculated through a linear interpolation for pre-established levels, with the minimum performance thresholds under which no payment will be made. Hence, this correlation guarantees that the variable remuneration systems are based on practical 'sustainability' criteria, i.e. that the payments only originate if the qualitative or quantitative objectives, to which the specific bonus is connected, have been 'measured' and achieved to a significant degree.

Therefore, the performance curve provides for a minimum access threshold normally equal to at least 80% of the value of the target assigned, to which payment of 50% of the Target Bonus corresponds, and a maximum level normally of 120% of the target (overperformance), which corresponds to a payment of 140% of the Target Bonus. For performances exceeding 120%, the maximum threshold over which performance does not produce effects on the bonus payable, provision is instead made for the application of a cap on the variable remuneration, both short or long-term, hence limiting the value of the bonus payable to the maximum thresholds defined on an ex-ante basis.

The variable remuneration systems, in line with the regulatory recommendations as well the market best practices, also include economic-financial, project, qualitative and ESG objectives, therefore ensuring the correct balance between the 'quantitative' and 'qualitative' objectives, consequently making it possible to evaluate the extent to which they have been reached and also to 'weight' and consider the skills and behaviour to reach said objectives.

Figure 14 - Correlation between performance and payout

The following pages represent the correlation between performance and payout as regards 2025 variable incentive systems. In representing the data, account was taken of (i) the regulatory requirements aimed at promoting the transparency and involvement of shareholders in the matter of remuneration as well as (ii) the latest results of voting at shareholders' meetings (Figure 15) which, although positive, represent a starting point for a process of greater clarity with respect to the methods of presenting matters relating to remuneration.

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Figure 15 - Outcome of votes of the 2025 Shareholders' Meeting 17

17 With regard to Section 1, the votes cast at the shareholders' meeting on April 24, 2024, are shown here; however, at the subsequent shareholders' meeting on April 16, 2025, Section 1 was presented to the shareholders' meeting for informational purposes only, following certain minor amendments and updates made to the document.

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COMPARISON BETWEEN THE ANNUAL VARIATION IN THE COMPENSATION OF MEMBERS OF THE MANAGEMENT AND CONTROL BODIES, GENERAL MANAGERS, THE REMUNERATION OF EMPLOYEES AND THE COMPANY'S RESULTS

In compliance with the Issuers' Regulation and with Annex 3A, Scheme 7-bis, Section II, Part One, paragraph 1.5, the following table (Figure 16) illustrates the comparison between the annual change in remuneration of the members of the Management and Control Bodies and of the General Managers, the Company's results and the remuneration of Employees.

Figure 16 - Annual variation in the compensation of members of the Management and Control Bodies and General Managers, the Company's results and the remuneration of Employees (€/000)

		2021	2022	2023	2024	2025	Delta 2025-2024 *
Chief Executive Officer/General Manager	Pietro Salini	4,582	6,540	5,172	5,145	12,562	144%
	of which fixed	2,000	2,000	2,000	2,000	2,000	0%
	of which emoluments	85	66	60	60	60	0%
	of which variablea	2,368	4,318	2,800	2,800	10,216	265%
	of which benefit	129	156	312	285	286	0%
Chairman	Gian Luca Gregori**				0	74	-
Directors	Francesco Umile Chiappetta				52	83	60%
	Davide Croff	50	75	75	75	78	5%
	Moroello Diaz Della Vittoria Pallavicini				87	133	54%
	Paola Fandella				90	133	48%
	Francesca Fonzi				41	60	46%
	Lorenzo Iucci**					8	-
	Flavia Mazzarella	73	110	110	110	113	4%
	Itzik Michael Meghnagi				49	78	60%
	Francesco Renato Meleb		16	60	60	52	-13%
	Teresa Naddeo	84	125	125	125	120	-4%
	Alessandro Salini	65	65	65	65	68	6%
	Serena Maria Torielli	73	110	110	110	113	4%
	Michele Valensise	43	65	65	65	68	6%
	Laura Zanetti	57	85	85	95	103	9%
Chairman of the Board of Statutory Auditors	Giovanni Maria Alessandro Angelo Garegnani			102	150	150	0%
Standing Auditors	Lucrezia Iuliano			61	90	90	0%
	Antonio Santi			61	90	90	0%
Corporate and Finance General Manager	Massimo Ferrari	1,862	2,470	1,976	1,957	5,672	190%
	of which fixed	800	800	800	800	892	12%
	of which variablea	1,021	1,637	1,120	1,120	4,738	323%
	of which benefit	41	34	56	37	42	12%
Global Operations General Manager	Claudio Lautizi	1,370	2,206	1,964	1,950	5,625	188%
	of which fixed	602	720	800	800	886	11%
	of which variablea	768	1,460	1,120	1,120	4,708	320%
	of which benefit		26	44	30	31	2%
Other Employeesc	Average Annual Fixed Remuneration	67	66	69	68	70	2%
	Average Annual Fixed and Variable Remuneration	69	69	72	72	78	9%
Company results	EBT (Million €)	80	251	393	433	438	1%
	Revenues (Million €)	6,691	8,163	9,994	11,958	13,569	13%
	Adj. EBITDA (Million €)	451	572	819	967	1,164	20%
	Backlog (Billion €)	45	53	64	63	58	-8%
Ratio of CEO/GM - Employee remuneration	Annual fixed remuneration Payratio	30x	30x	29x	29x	29x	0%
	Annual fixed and variable remuneration Payratio	63x	91x	67x	67x	156x	134x

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a = as indicated in Table 1, including “Bonuses and Other Incentives”, including the 2023-2025 LTI Bonus payable in the three-year period but disbursed in a single tranche in 2026;
b = the offices of some members of the Board of Directors were covered for only part of the year 2025, pro-rata remuneration is indicated;
c = remuneration calculated on a full-time-equivalent basis at 31/12 for each year. Includes: fixed remuneration, indemnities, non-compete agreements, short- (STI) and long- term (LTI) variable remuneration for the year, plus any non-recurring bonuses relating to executives, middle managers and employees; no figures are given for General Managers, whose remuneration is shown on a personalised basis;
* = the delta shown in the table, if the data relating to 2024 remuneration is available, relates to the ratio with the 2025 remuneration actually received.
** = The Chairman of the Board of Directors, who on 24 April 2024 had waived remuneration due because and subject to the continuing existence of the role held as Rector of the Marche Polytechnic University, starting from November 2025 started to receive remuneration relating to the office of Chairman of the Board of Directors and as member of the Control, Risk and Sustainability Committee, as the prior condition no longer applied.

5. REMUNERATION OF MANAGEMENT AND CONTROL BODIES AND OF KEY MANAGEMENT PERSONNEL

5.1 Fixed and variable remuneration components for members of the Board of Directors currently in office

On 24 April 2024, the Shareholders' Meeting appointed the Board of Directors currently in office, for the 2024- 2026 three-year period, establishing the related remuneration for the Chairman of the Board of Directors and for Directors, confirming the amount of the previous appointment, as follows:

Gross annual remuneration approved by the Shareholders' Meeting of 24 April 2024 (Euro)

Chairman	400,000
Directors	60,000

Following this renewal of the Board of Directors, on 24 April 2024, the Board created the internal committees, establishing on 27 May 2024 the related remuneration as follows:

Committee	Gross annual remuneration approved by the Board of Directors on 27 May 2024 (€)
	Chairman	Members
Control, Risk and Sustainability	60,000	45,000
Remuneration and Appointment	35,000	20,000
Related-Party Transactions	15,000	10,000

It should be noted that the Chairman of the Board of Directors, on 24 April 2024, had waived the remuneration due to him because and only subject to the continuing existence of the role he held as Rector of the Marche Polytechnic University. Starting from November 2025, once the aforementioned condition no longer applied, the Chairman has been regularly paid his remuneration relating to his position as Chairman of the Board of Directors and member of the Control, Risk and Sustainability Committee.

The compensation paid to each Director in office during the 2025 financial year is shown in detail in Section II, Table 1 attached to this Report, drawn up in compliance with CONSOB standards.

Benefits

Forms of insurance coverage and welfare benefits are provided for Non-Executive Directors in office.

Payment in the event of termination of office

There are no specific termination benefits for Non-Executive Directors or agreements which provide for compensation if the term of office ends prematurely.

5.2. Components of the remuneration of the Board of Statutory Auditors

The Board of Statutory Auditors was appointed, for the 2023-2025 three-year period, by the Shareholders' Meeting of 27 April 2023, which also resolved the respective compensation as follows:

Name	Position	Annual Gross Remuneration
Giovanni Maria Alessandro Angelo	Chairman	150,000

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Lucrezia Iuliano	Standing Auditor	90,000
Antonio Santi	Standing Auditor	90,000

Please see Section II, Table 1 for the compensation actually paid in 2025.

5.3. Fixed and variable remuneration components for the Chief Executive Officer/General Manager

Fixed remuneration component of the Chief Executive Officer/General Manager

In 2025, in addition to the compensation of the annual gross amount of €60,000 paid in relation to the office of Board Director, Chief Executive Officer Pietro Salini received a fixed fee for the mandate of €1,350,000 gross, pursuant to art. 2389, paragraph 3 of the Italian Civil Code, in addition to €650,000 as Gross Total Remuneration for the separate management duties performed.

It should be noted that no remuneration was paid to Pietro Salini in relation to the offices he assumed in the Group (with particular regard, for example, to the positions of Chairman of Lane Industries Inc., Chairman and CEO of Webuild US Holdings, Director of Texas High Speed Rail LLC and Chairman of The Lane Construction Corporation).

2025 STI variable component of the Chief Executive Officer/General Manager

The 2025 STI variable component of the Chief Executive Officer ("2025 CEO STI") was quantified – using the CEO Fixed Component as the basis for calculation – at €2,000,000 gross upon achieving 100% of the objectives.

The 2025 CEO STI objectives were structured as follows and determined on the basis of the budget figures relating to 2025, as represented in the table below.

Categories		Parameters	Weighting
Economic Financial	and	Revenue	25%
		Net Financial Position	25%
		Book to Bill	25%
		EBITDA	25%

The performance of the 2025 CEO STI and the related payout are illustrated below.

Figure 17 - Performance-payout correlation 2025 Chief Executive Officer/General Manager STI

Performance objectives	Weighting	Units	Results	Performance Score %	Weighted performance %	Weighted payout %
Economic and Financial results
Revenue	25%	B/€	13,569	134%	33%	35%
Net Financial Position	25%	M/€	363	55%	14%	0%
Book To Bill	25%	Ratio	1,06	112%	28%	31%
EBITDA	25%	%	1164	123%	31%	35%
Total	100%				100%	101%

Based on the results for the 2025 financial year, the Board of Directors of 11 March 2026 ascertained the level of achievement of the 2025 CEO STI targets by the Chief Executive Officer/General Manager as 106% - as percentage derived from the weighting of the individual objectives, of the performance reached for each objective. With regard to the failure to meet the Net Financial Position target, although the Group maintains an efficient and sustainable financial management framework, the result did not reach the minimum performance threshold due to external factors beyond management's control. The Board of Directors, upon proposal of the RAC and with the favourable opinion of the Board of Statutory Auditors for profiles pursuant to Article 2389, paragraph 3, of the Italian Civil Code, approved the payment to the Chief Executive Officer/General Manager, of a bonus of 2,017,960 gross, calculated by linear interpolation for predetermined intervals.[18]

[18] The 2025 CEO STI and the 2023-2025 LTI envisaged the right to receive the related bonus based on results achieved and valued according to a variable performance scale normally from a minimum of 80% (Minimum Performance) to a maximum of 120% (Maximum Performance), with the corresponding payment of a variable amount ranging from 50% to 140% of the CEO Fixed Component, computed by linear interpolation.

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Given the personal interest in relation to the above, the Chief Executive Officer participated in the related Board discussion but refrained from exercising the right to vote.

2023-2025 LTI variable component of the Chief Executive Officer/General Manager

With regard to the long-term variable component, the Chief Executive Officer/General Manager was included among the recipients of the 2023-2025 Long-Term Incentive Plan ("2023-2025 LTI Plan"), whose performance period expired with the approval of the financial statements as of 31 December 2025. The opportunity of the 2023-2025 LTI Plan for the Chief Executive Officer/General Manager is equal to 300% of the CEO Fixed Component; therefore, on a three-year basis, the target incentive is equal to €6,000,000 gross.

Based on the results for the 2023-2025 three-year period performance, the Board of Directors of 11 March 2026 ascertained the level of achievement of the 2023-2025 LTI targets Officer as 179% - as percentage derived from the weighting of the individual objectives, of the performance reached for each objective - and, upon proposal of the RAC and with the favourable opinion of the Board of Statutory Auditors for profiles pursuant to Article 2389, paragraph 3, of the Italian Civil Code and with the Chief Executive Officer/General Manager abstaining from the vote, of a bonus of 8,197,887 gross, calculated by linear interpolation for predetermined intervals¹¹.

The following diagram represents the achievement of the targets of the 2023-2025 LTI Plan.

Figure 18 - Correlation between performance and 2023-2025 LTR Plan payout

Perform ance objectives	Weighting	Units	Results	Perform ance score %	Weighted perform ance %	Weighted payout %
Economic and financial results
EBITDA/Financial changes	25%	Ratio	7.25x	188%	47%	35%
Cumulative EBIT	25%	M £	1757.19	125%	31%	35%
Overheads on revenues	30%	Ratio	2.24%	114%	34%	39%
Risk and sustainability results
Lost Time Injury Frequency Rate	10%	Index	-6.67	334%	33%	14%
Reduction of the intensity of greenhouse gas emissions	10%	%	-33.10	331%	33%	14%
Total	10.0%				179%	137%

With regard to the related quantification of the Bonuses payable, please refer to table 3B.

Benefits

Forms of insurance coverage and welfare benefits were paid to the Chief Executive Officer/General Manager as per the attached Section II, Table 1.

Payment in the event of termination of office

There are no specific termination benefits for the Chief Executive Officer/General Manager in office or agreements which provide for compensation if the term of office ends prematurely.

5.4. Fixed and variable remuneration components for General Managers and KMP

Fixed remuneration components for General Managers and KMP.

Fixed components of the remuneration awarded, for 2025, to General Managers and KMP were the following:

Corporate & Finance General Manager, Massimo Ferrari: Exxx as gross annual fixed remuneration, €50,000 as fixed compensation for the functions of Manager in Charge of Financial Reporting, for a total of € 950,000 gross;
Global Operations General Manager, Claudio Lautizi: €1,000,000 by way of gross annual fixed remuneration, including a non-compete agreement signed in 2022 and paid monthly;
Key Management Personnel: total of €5,348,000 in the form of gross annual fixed remuneration.

The 2025 STI variable component of General Managers and KMP.

With regard to the 2025 STI variable component of the remuneration, whose value on achievement of the target objectives is equal to the respective percentage of the fixed remuneration component allocated on the basis of position (100% or 50%), was based on achievement of the following results:

Categories	Parameters	Weighting
Economic and Financial	Revenue	12.5%
	Net Financial Position	12.5%

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	Book to Bill	12.5%
	EBITDA	12.5%
Corporate/Management Objectives (Business, Risk and Sustainability)	Specific Corporate, Management and individual objectives such as, for example: (i) operating efficiency at Group level, for example in terms of indirect costs, (ii) budget operations, (iii) effective/efficient management of offers process, (iv) LTIFR reduction and Safety Leadership Development.	50%

The Chief Financial Officer & Group Risk Officer was the recipient of the 2025 STI plan with objectives, parameter scale for appreciation of the same and payout curve similar to those described for the KMP; the Management Objectives, which account for 30% of the total schedule, are formulated in line with the functions assigned to the role of Group Risk Officer.

The Internal Audit & Compliance SEVP was the recipient of the 2025 STI plan with exclusive definition - in line with the functions assigned - of the Management Objectives and the Individual Objectives, with a weight of 50% of the overall schedule, respectively.

The performance of the 2025 STI of the General Managers and the related payout are illustrated below.

Figure 19 - Correlation between performance and payout 2025 Corporate & Finance General Manager STI

Perform ance objectives	W eightin	Units	Results	Perform ance Score %	W eighted perform ance %	W eighted payout %
Econom ic and Financial results
Revenue	12,5%	B.A	13,569	134%	17%	18%
NetFinancialPosition	12,5%	M.A	363	55%	7%	0%
Book To Bill	12,5%	Ratio	1,06	112%	14%	15%
EBITDA	12,5%	%	1164	123%	15%	18%
Company & anageriaI results	50,0%			118%	59%	68%
Total	100%				112%	119%

Figure 20 - Correlation between performance and payout 2025 Global Operations General Manager STI

Perform ance objectives	W eightin	Units	Results	Perform ance Score %	W eighted perform ance %	W eighted payout %
Econom ic and Financial results
Revenue	12,5%	B.A	13,569	134%	17%	18%
NetFinancialPosition	12,5%	M.A	363	55%	7%	0%
Book To Bill	12,5%	Ratio	1,06	112%	14%	15%
EBITDA	12,5%	%	1164	123%	15%	18%
Company & anageriaI results	50,0%			115%	58%	65%
Total	100%				111%	116%

The Board of Directors of 11 March 2026 examined the achievement of the 2025 KMP STI targets – as proposed by the Chief Executive Officer following the outcome of the related assessment, after sharing with the Remuneration and Appointment Committee and approved the proposal to recognise a percentage achievement of the targets of (i) 112% to the Corporate & Finance General Manager, (ii) 111% to the Global Operations General Manager and variably between 103% and 114%¹⁹ to the KMP – with the resulting recognition of a Vested Bonus as shown below (as well as in the attached Table 3.B):

Corporate & Finance General Manager, Massimo Ferrari: €1,185,604 gross (payout 119%);
Global Operations General Manager Claudio Lautizi: €1,155,604 gross (payout 116%);
Key Management Personnel (including Internal Audit & Compliance SEVP and Chief Financial Officer & GRO): €3,980,056 total gross (variable payout between 99% and 128%, calculated by linear interpolation for pre-set intervals).

¹⁹ Percentage derived from the weighting of each objective, based on the performance achieved for each objective.

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The 2023-2025 LTI variable component of General Managers and KMP

The General Managers and the KMP were included among the recipients of the 2023-2025 Plan, with an opportunity varying on an annual basis between 100% and 30% of the fixed remuneration component, at the end of each financial year.

The three-year target incentive of the 2023-2025 Long-Term Incentive Plan for General Managers and KMP was quantified as follows:

Corporate & Finance General Manager, Massimo Ferrari: €2,600,000 gross;
Global Operations General Manager Claudio Lautizi: € 2,600,000 gross;
Key Management Personnel (Including Internal Audit & Compliance SEVP and Chief Financial Officer & GRO): €8,780,350 gross.

The Board of Directors of 11 March 2026 examined the achievement of the 2023-2025 LTI targets – as proposed by the Chief Executive Officer – following the outcome of the related assessment, after sharing with the Remuneration and Appointment Committee recognising a percentage achievement of the targets of (i) 179% to the Corporate & Finance General Manager, (ii) variably between 162% and 179% to KMP – as a percentage resulting from weighting, by the weighting of the individual objectives, the performance achieved for each objective, with the resulting in the payment of a Vested Bonus as shown below (as well as in the attached Table 3.B): 20

Corporate & Finance General Manager, Massimo Ferrari: €3,552,418 gross (payout 137%);
Global Operations General Manager Claudio Lautizi: € 3,552,418 gross (payout 137%);
Key Management Personnel (including Internal Audit & Compliance SEVP and Chief Financial Officer & GRO): €12,017,166 total gross (variable payout between 137% and 140%, calculated by linear interpolation for preset intervals)21.

Figure 18 shows the achievement of the objectives of the 2023-2025 LTI Plan, with the exception of the IA&C SEVP, in line with the 2023-2025 policy, which identified it as the recipient of qualitative objectives.

Benefits

The forms of insurance coverage and welfare benefits shown in the attached Section II, Table 1 were paid to General Managers and KMP.

Payments recognised in case of termination of employment

In 2025, the professional relationship with an Executive with Strategic Responsibilities was concluded, with whom a settlement agreement was entered into in line with the provisions of the 2023-2025 Policy, the amount of which is indicated in Table 1.

5.5. Compensation paid in 2025

Table 1: Compensation paid to Members of the Board of Directors and the Board of Statutory Auditors, General Managers and Key Management Personnel.

Table 3.B: Monetary incentive plans in favour of the members of the Board of Directors, of the General Managers and Key Management Personnel.

5.6. Equity investments of members of the Board of Directors and the Board of Statutory Auditors, General Managers and KMP

Table 4.1: Equity investments of members of the Administration and Control Bodies and of General Managers.

Table 4.2: Equity investments of KMP.

20 Percentage derived from the weighting of each objective, based on the performance achieved for each objective.
21 Percentage derived from the weighting of each objective, based on the performance achieved for each objective.

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Table 1: Remuneration paid to the members of the Administration and Control Bodies, General Managers and KMP (Values expressed in Euro)

Surname and name	Office	Period for which office was held	Office expiry	Fixed compensation	Compensation for participation in committees	Non-equity variable compensation		Non-monetary benefits	Total	Remuneration for termination of employment or office(1)
							Bonuses and other incentives				Profit-sharing
Gian Luca Gregori	Chairman	1/1/2025-31/12/2025	(*)	remuneration received for performing specific duties (1)	66,667	Control, Risk and Sustainability Committee remuneration (1)	7,500			74,167
Pietro Salini	Chief Executive Officer/General Manager	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting remuneration received for performing specific duties Fixed employment salary	60,000 1,350,000 650,000			10,215,847	285,757	12,561,604
Francesco Chiappetta	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Related Party Transaction Committee remuneration	15,000		8,389	83,389
Davide Croff	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Related Party Transaction Committee remuneration	10,000		8,389	78,389
Morsello Diaz Della Vittoria Pallavicini	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Control, Risk and Sustainability Committee remuneration Compensation and Appointment Committee remuneration	45,000 20,000		8,389	133,389
Paola Fandella	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Control, Risk and Sustainability Committee remuneration Compensation and Appointment Committee remuneration	45,000 20,000		8,389	133,389
Francesca Fonzi	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000					60,000
Lorenzo Lucci	Director	11/11/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	7,890					7,890
Flavia Mazzarella	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Control, Risk and Sustainability Committee remuneration	45,000		8,389	113,389
Itzik Michael Meghnagi	Director	1/1/2025-31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Related Party Transaction Committee remuneration	10,000		8,389	78,389
Francesco Renato Mele	Director	1/1/2025 - 13/11/2025	(***)	remuneration for the year approved by Shareholders' Meeting	52,110					52,110
Teresa Naddoo	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Control, Risk and Sustainability Committee remuneration	60,000			120,000
Alessandro Salini	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000				8,389	68,389
Serena Maria Turladi	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Control, Risk and Sustainability Committee remuneration	45,000		8,389	113,389
Michele Valencise	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000				8,389	68,389
Laura Zanetti	Director	1/1/2025 - 31/12/2025	(*)	remuneration for the year approved by Shareholders' Meeting	60,000	Compensation and Appointment Committee remuneration	35,000		8,389	103,389
Giovanni Maria Alessandro Angelo Garognani	Chairman of the Board of Statutory Auditors	1/1/2025 - 31/12/2025	(**)	remuneration for the year approved by Shareholders' Meeting	150,000					150,000
Antonio Santi	Standing Auditor	1/1/2025 - 31/12/2025	(**)	remuneration for the year approved by Shareholders' Meeting	90,000					90,000
Lucrezia Iuliano	Standing Auditor	1/1/2025 - 31/12/2025	(**)	remuneration for the year approved by Shareholders' Meeting	90,000					90,000
Massimo Ferrari	Corporate & Finance General Manager and Manager in Charge of Financial Reporting	1/1/2025 - 31/12/2025		Fixed employment salary remuneration paid as Manager in Charge of Financial Reporting	842,308 50,000			4,738,022	41,719	5,672,049

Remuneration Report

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Surname and name	Office	Period for which office was held	Fixed compensation	Compensation for participation in committees	Non-equity variable compensation		Non-monetary benefits	Total	Remuneration for termination of employment or office (4)
						Bonuses and other incentives				Profit-sharing
Claudio Lautici	Global Operations General Manager	1/1/2025 - 31/12/2025	Fixed employment salary	885,714			4,708,022	30,978	5,624,715
Key Management Personnel no.15		1/1/2025 - 31/12/2025	Fixed employment salary (2)	4,660,065			15,997,222	212,946	20,912,763
(I) Remuneration in the company preparing the financial statements			Other payments (3)	42,530							3,150,000
Total			9,717,284		357,500		35,659,113	655,287	46,389,184	-	3,150,000

Notes

() In office until the Shareholders' Meeting called to approve the financial statements as of 31 December 2026.
() In office until the Shareholders' Meeting called to approve the financial statements as of 31 December 2025.
(**) Director who left office during the year; remuneration referring only to the period in office.
(1) The Chairman of the Board of Directors, who on 24 April 2024 had waived remuneration due because and subject to the continuing existence of the role held as Rector of the Marche Polytechnic University, starting from November 2025 started to receive remuneration relating to the office of Chairman of the Board of Directors and as member of the Control, Risk and Sustainability Committee, as the prior condition no longer applied.
(2) In addition to €4,244,000 for gross annual salary, indemnities are due for domestic and foreign travel, pursuant to the Managers' CCNL and the Company's policies, for a total amount of €26,010.00.
(3) Disbursements envisaged by the individual agreements.
(4) In addition to €438,000 for gross annual salary, indemnities are due for domestic and foreign travel, pursuant to the Managers' CCNL and the Company's policies, for a total amount of €7,225.00.

Remuneration Report

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Table 3B: Monetary incentive plan in favour of the members of the Administration Body, of the General Directors and of the other Key Management Personnel (Values expressed in Euro)

			Bonus for the year			Previous years' bonus
Name and surname	Office	Plan	Payable/Paid (Euro)	Deferred (Euro)	Deferment period	No longer payable	Paid/Payable	Still deferred
Pietro Salini	Chief Executive Officer/General Manager	2025 Short Term Incentive Plan (BoD approval on 11/03/2026)		2,017,960	3 months
		2023-2025 LTI Plan (BoD resolution of 11/03/2026)		8,197,887	3 months
Massimo Ferrari	Corporate & Finance General Manager and Manager in Charge of Financial Reporting	2025 Short Term Incentive Plan (BoD approval on 11/03/2026)		1,185,604	3 months
		2023-2025 LTI Plan (BoD resolution of 11/03/2026)		3,552,418	3 months
Claudio Lautizi	Global Operations General Manager	2025 Short Term Incentive Plan (BoD approval on 11/03/2026)		1,155,604	3 months
		2023-2025 LTI Plan (BoD resolution of 11/03/2026)		3,552,418	3 months
Other Key Management Personnel	no. 14
(I) Remuneration in the company preparing the financial statements	2025 Short Term Incentive Plan (BoD approval on 11/03/2026)		3,980,056	3 months
		2023-2025 LTI Plan (BoD resolution of 11/03/2026)		12,017,166	3 months
Total				35,659,113

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Table 4.1: Equity investments of members of the Administration and Control Bodies and of General Managers.

Name and Surname	Office	Investee company	No. of shares owned at end of 2024	No. of shares purchased during 2025	No. of shares sold during 2025	No. of shares owned at end of 2025
BOARD OF DIRECTORS CURRENTLY IN OFFICE
Gian Luca Gregori	Chairman	Webuild	0	0	0	0
Pietro Salini	Chief Executive Officer	Webuild	1,663,317	0	0	2,662,83822
Francesco Umile Chiappetta	Director	Webuild	2,593	0	0	2,593
Davide Croff	Director	Webuild	0	0	0	0
Moroello Diaz Della Vittoria Pallavicini	Director	Webuild	0	0	0	0
Paola Fandella	Director	Webuild	0	0	0	0
Francesca Fonzi	Director	Webuild	0	0	0	0
Lorenzo Lucci	Director	Webuild	0	0	0	0
Flavia Mazzarella	Director	Webuild	0	0	0	0
Itzik Michael Meghnagi	Director	Webuild	0	0	0	0
Teresa Naddeo	Director	Webuild	0	0	0	0
Alessandro Salini	Director	Webuild	386,775	0	0	386,775
Serena Maria Torielli	Director	Webuild	35,000	0	0	35,000
Michele Valensise	Director	Webuild	0	0	0	0
Laura Zanetti	Director	Webuild	0	0	0	0
BOARD OF STATUTORY AUDITORS IN OFFICE
Giovanni Maria Garegnani	Chairman Board Statutory Auditors	Webuild	0	0	0	0
Lucrezia Iuliano	Standing Auditor	Webuild	0	0	0	0
Antonio Santi	Standing Auditor	Webuild	0	0	0	0
GENERAL MANAGERS
Massimo Ferrari	General Manager	Webuild	1,048,440	50,000	0	1,098,59923
Claudio Lautizi	General Manager	Webuild	196,185	112,000	112,000	196,185
BOARD DIRECTORS TERMINATED ON 13 NOVEMBER 2025
Francesco Renato Mele	Director	Webuild	0	0	0	0

Table 4.2: Equity investments of the other Key Management Personnel

No. of other KMP in office at 31.12.2025	Investee company	No. of shares owned at end of 2024	No. of shares purchased during 2025	No. of shares sold during 2025	No. of shares owned at end of 2025
15	Webuild	128,280	0	0	128,32324

GLOSSARY

22 Data resulting from the following transactions, other than the purchase/sale of shares, carried out in 2025:

(i) assignment by Salini Costruttori S.p.A. (indirect parent company of Webuild S.p.A.) to its Chief Executive Officer, Pietro Salini, of 1,007,441 ordinary Webuild shares.

(ii) assignment, by Salini Simonpietro E C. S.a.p.A. (subsidiary of Petro Salini through Athena Partecipazioni S.r.l.) of 7,920 Webuild shares to the beneficiaries of the Group employee incentive and loyalty plan approved by the Extraordinary Shareholders' Meeting of the same date on 30 November 2016 ("Incentive Plan"), in execution of the exchange options exercised by the same beneficiaries.

In light of the above, the value includes the following data as of 31 December 2025: (i) 1,555,002 shares held directly; (ii) 1,076,156 shares held through Athena Partecipazioni S.r.l.; and (iii) 31,680 shares held through Salini Simonpietro E C. S.a.p.A.

23 The figure also takes into consideration the allocation free of charge of 159 Webuild ordinary shares, following the free exercise of the Webuild S.p.A. Anti-Dilutive Warrants

24 During 2025, organisational changes took place that changed the scope of KMP (entry of 4 new KMP and termination of 1 KMP). Therefore, the data in the table take into account (i) all the parties who held the office of KMP even for a fraction of the year and, consequently, (ii) the number of shares held by said KMP at the end of 2024 and during the 2025. It is understood that the Company is not aware of any purchase or sale of shares carried out after the termination of the office of KMP. The figure as at the end of the 2025 financial year takes into consideration the allocation free of charge of Webuild ordinary shares following the free exercise of the Webuild S.p.A. Anti-Dilutive Warrants.

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In order to make this Remuneration Report more understandable and readable, a definition for the most common terms is provided below:

Beneficiaries of the 2023-2025 LTI and 2026-2028 LTI Plan or Beneficiaries	Employees and/or Directors vested with specific duties in the Company and its Subsidiaries, identified from the ranks of Key Management Personnel from the perspective of value creation.
Vested Bonus	the amount of the bonus determined by achieving the objectives.
Target Bonus or Reward	the bonus earned if objectives are 100% achieved.
Code of Corporate Governance or Code of CG	the Corporate Governance Code for listed companies established by the Corporate Governance Committee promoted by Borsa Italiana S.p.A. (January 2020 Edition).
Remuneration and Appointment Committee or RAC	the Company’s Remuneration and Appointment Committee
CEO Fixed Component	the total fixed remuneration of the Chief Executive Officer, resulting from the Gross Annual Salary (the “GAS”) received for duties as General Manager and payments due pursuant to Article 2389, paragraph 3 of the Italian Civil Code received for duties as Chief Executive Officer.
Subsidiaries	without distinction, and also jointly, each company directly or indirectly owned by the Company at a given time, pursuant to Article 2359 of the Italian Civil Code.
Employees	for the purposes of calculating the 'ratio', the analyses refer to Group employees who belong to companies with centralised administrative management, thus excluding individuals with personal information, staff not linked to an employment relationship and employees hired under a local contract and/or employees of joint ventures.
Key Management Personnel or KMP	the individuals, other than Directors and Statutory Auditors, that have the direct or indirect authority and responsibility for the planning, management and control of the Company's activities in line with the definition provided in Annex 1 to CONSOB Regulation on Related Party Transactions adopted with Resolution no. 17221 of 12 March 2010, as identified from time to time by the responsible bodies.
Group	the Company and its Subsidiaries.
KPI	Key Performance Indicator.
Leadership in Safety	a program for the development of Leadership in Safety which uses the intellectual, experiential and emotional resources of people for the purpose of achieving a strong cultural change with regard to safety
LTI	Long-Term Incentive, i.e. the long-term variable remuneration component.
LTIFR	Lost Time Injury Frequency Rate.
TRFR	Total Recordable Frequency Rate
Vesting Period	in relation to the 2023-2025 LTI Plan, the period which starts on 1 January 2023, and ends at the date of approval of the consolidated financial statements as of 31 December 2025.
in relation to the 2026-2028 LTI Plan, the period which starts on 1 January 2026, and ends at the date of approval of the consolidated financial statements as of 31 December 2028.
Long-Term Incentive Plan or 2023-2025 LTI or 2026-2028 LTI Plans	The long-term incentive plans, closed and related to the new Business Plan of the Company, with a three-year 2023-2025 or 2026-2028 Vesting Period.

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45

Remuneration Policy or Policies	the remuneration and incentive policies adopted from time to time by the Company and as approved by the Shareholders' Meeting.
GAS	the gross fixed annual remuneration for employees of a Group Company.
Issuers' Regulation	the Regulation issued by Consob with Resolution No. 11971/1999 (as subsequently amended) concerning issuers.
2025 Governance Report	the Report on the Corporate Governance and Ownership Structure in relation to 2025, published on the Company’s website in the "Governance/Governance System/Corporate Governance Report" section.
The Report or the Remuneration Report	this report, called "Report on Remuneration and Compensation Paid", prepared in accordance with Article 123-ter of the Consolidated Finance Act (TUF), in compliance with Article 84-quater of the Issuers' Regulation and the Code of Corporate Governance of Borsa Italiana S.p.A. as well as the provisions contained in CONSOB resolution No. 21624 of 10 December 2020 (Amendments to the regulation containing provisions on related party transactions and the regulation containing the implementing rules of Italian Legislative Decree No. 58 of 24 February 1998, governing markets, and subsequent amendments) regarding the transparency of the remuneration of Directors of listed companies.
Website	Webuild S.p.A. official website www.webuildgroup.com.
Company or Webuild	Webuild S.p.A.
STI	Short-Term Incentive, i.e. the short-term variable component
Consolidated Finance Act/TUF	Italian Legislative Decree No. 58 of 24 February 1998 (and subsequent amendments)

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AI assistant

Webuild — Remuneration Information 2026

4062_rns_2026-04-03_ff76c7c6-9405-46af-a0a4-18692fb7848b.pdf

Report on the Remuneration Policy and Compensation Paid

Report on the Policy Remuneration and Compensation Paid 2026

LETTER OF THE CHAIRMAN OF THE REMUNERATION AND APPOINTMENT COMMITTEE

Webuild is a leader in the sector of infrastructure and public works in Italy and abroad

Remuneration governance

Variable remuneration systems

CONTENTS

EXECUTIVE SUMMARY

2026-2028 REMUNERATION POLICY

THE PRINCIPLES OF OUR POLICY

REGULATIONS AND REMUNERATION DISCLOSURE

LINK BETWEEN PERFORMANCE AND SUSTAINABILITY

THE REMUNERATION POLICY IN SHORT

FIXED REMUNERATION COMPONENT

PAY FOR PERFORMANCE AND PAY MIX

SHORT-TERM VARIABLE REMUNERATION (STI)

STRUCTURE AND TOOLS OBJECTIVE

STI PERFORMANCE OBJECTIVES

Chief Executive Officer/General Manager

General Manager /Key Management Personnel:

Chief Financial Officer & Group Risk Officer:

Internal Audit & Compliance SEVP

LONG-TERM VARIABLE REMUNERATION (LTI)

STRUCTURE AND TOOLS OBJECTIVE

PERFORMANCE OBJECTIVES

SEVERANCE INDEMNITIES

REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID

Lastly, the Report shows:

SECTION I: THE 2026-2028 REMUNERATION POLICY

1. GOVERNANCE OF THE REMUNERATION PROCESS

Remuneration and Appointment Committee

Chief Executive Officer

The process of approval of the 2026-2028 Remuneration Policy

2. GENERAL PURPOSES AND PRINCIPLES OF THE 2026-2028 REMUNERATION POLICY

2.1. Purposes of the 2026-2028 Remuneration Policy

2.2. Market Practices and Peer Groups

2.3. Remuneration Policy principles

2.4. Balance between the fixed component and the variable component of remuneration (i.e. pay mix)

Annual Target Bonus Opportunity (% Fixed Remuneration)

2.5. Procedure for exceptions in exceptional circumstances

2.6. Exogenous factors and adjustments

3. THE COMPONENTS OF THE 2026-2028 REMUNERATION POLICY

3.1. Fixed remuneration component

3.2. Variable components of remuneration payments

Short-term variable remuneration components. The STI Plan

The purposes of the STI Plan

Targets and the performance scale of the STI Plan

Long-term variable remuneration components. The 2026-2028 LTI Plan

2026-2028 LTI Plan objectives

The targets and the performance scale of the 2026-2028 LTI Plan

3.3. The Policy on non-monetary benefits and insurance coverage, or social security or pension payments other than statutory obligations

3.4. Effects of termination on the payment of variable components

3.5. The Policy relating to payments in case of termination of office or termination of employment

3.6. Malus and claw-back clauses

4. STRUCTURE OF REMUNERATION COMPONENTS

4.1. Remuneration of the Chairman of the Board of Directors

4.2. Remuneration of Non-Executive Directors

Payment in the event of termination of office

Benefits

4.3. The remuneration of the Control Bodies

Remuneration of the Statutory Auditors

4.4. Remuneration of the CEO/General Manager

Fixed components of remuneration payments

Short-term variable remuneration components

Long-term variable remuneration component: 2026-2028 LTI Plan

Payments envisaged in the event of termination of office and of employment

Benefits

4.5. Remuneration of General Managers and KMP

Fixed remuneration component

Short-term variable remuneration component

Long-term variable remuneration component: 2026-2028 LTI Plan

Payment in case of termination of employment

Benefits

SECTION II: DETAILS OF ITEMS THAT MAKE UP THE REMUNERATION AND THE COMPENSATION PAID IN 2025

INTRODUCTION TO SECTION II

CORRELATION BETWEEN PERFORMANCE, PAYOUT AND COMPARISON BETWEEN THE PERFORMANCE OBJECTIVES ACHIEVED AND EXPECTED

COMPARISON BETWEEN THE ANNUAL VARIATION IN THE COMPENSATION OF MEMBERS OF THE MANAGEMENT AND CONTROL BODIES, GENERAL MANAGERS, THE REMUNERATION OF EMPLOYEES AND THE COMPANY'S RESULTS

Webuild Remuneration Information 2026