April 30, 2021
Approved 2020 Annual Financial Statement. €0.055 dividend for each ordinary and savings share. Appointed Board of Directors 2021-2023 three year period. Approved partial proportional demerger of Astaldi in favour of Webuild. Approved Remuneration policies
- Donato Iacovone and Pietro Salini respectively confirmed Chairman and Chief Executive Officer, 10 independent Directors, 40% females. Established the Internal Board Committees
- Authorized the plan for the purchase and disposal of own shares
Milan - April 30, 2021 - The Ordinary and Extraordinary Shareholders' Meeting of Webuild S.p.A. (MTA: WBD), met today and resolved the following:
- approved, the annual financial statements of Webuild S.p.A. as at December 31, 2020, and the distribution to shareholders of a dividend of €0.055 for each existing ordinary share and savings share with the right of a dividend. The dividend will be distributed on May 12, 2021, with the coupon detachment date on May 10, 2021 (record date: May 11, 2021);
- appointed, for the 2021-2023 three-year period, the new Board of Directors, electing 15 members:
- from List n. 1, presented by the shareholders Salini Costruttori S.p.A. and CDP Equity S.p.A. (holders of a total of 63.67% of the Company's ordinary share capital) and voted by approximately 90.767% of the shares represented at the Shareholders' Meeting, no. 14 Directors in the persons of Donato Iacovone*, with the functions of Chairman of the Board of Directors; Davide Croff*, Pierpaolo Di Stefano, Nicola Greco, Barbara Marinali*, Flavia Mazzarella*, Teresa Naddeo*, Marina Natale*, Tommaso Sabato, Alessandro Salini, Pietro Salini, Serena Torielli*, Michele Valensise*, Laura Zanetti*;
- from List n. 2, presented by a group of institutional investors, and voted by approximately 5.311% of the shares represented at the Shareholders' Meeting, no. 1 Director, in the person of Ferdinando Parente*.
The curricula vitae of the directors are available on the company's website (in the Governance-Governance System-Board and Committees section).
The Shareholders' Meeting also confirmed, in continuity with the previous mandate, the remuneration of the Chairman of the Board of Directors at € 400,000.00 gross per year, and that of each of the other Directors at € 60,000 gross per year, without prejudice to the power of the Board of Directors to fix the remuneration of the directors vested with particular offices and the remuneration of the committees set up within the Board itself.
Information on the shareholdings of Directors Pierpaolo Di Stefano, Nicola Greco, Donato Iacovone, Marina Natale, Ferdinando Parente, Alessandro Salini and Pietro Salini (already present in the previous Board of Directors) are contained in the Remuneration Report, and on the Governance-Internal Dealing page of the Company's institutional website. The remaining Directors declared that they do not own any shares in the Company;
- approved, the authorization for the purchase and disposal of own shares, under the terms and conditions set out in the proposal of the Board of Directors;
- approved, the Remuneration Report, including Section I (Remuneration Policy of Webuild S.p.A. relating to the 2021 financial year) and Section II (final balance of the remuneration paid in the 2020 financial year);
- approved, the project for the partial proportional demerger of Astaldi S.p.A. in favour of Webuild S.p.A. Said operation represents a fundamental step for the implementation of Progetto Italia, completing the process of integrating Astaldi's activities in Webuild.
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The Company's Board of Directors met at end of the Shareholders' Meeting and:
- confirmed Pietro Salini as Chief Executive Officer;
- confirmed Nicola Greco as Deputy Vice Chairman;
- verified, that Directors Davide Croff, Barbara Marinali, Flavia Mazzarella, Teresa Naddeo, Marina Natale, Ferdinando Parente, Serena Torielli, Michele Valensise, Laura Zanetti have the independence requirements provided for by the TUF (Testo Unico Finanza) and the 2020 Corporate Governance Code. In light of the powers and role assigned to the Chairman, the qualification of independent Director was also confirmed for Donato Iacovone;
- established, the following internal committees, confirming the competences attributed to them in the previous mandate, and appointing the relative members as follows:
- Control, Risk and Sustainability Committee: Teresa Naddeo* (Chairman), Donato Iacovone*, Flavia Mazzarella*, Marina Natale*, Ferdinando Parente*, Serena Torielli*;
- Compensation and Nomination Committee: Ferdinando Parente* (Chairman), Barbara Marinali*, Laura Zanetti*;
- Committee for Related - Party Transactions: Davide Croff*, Barbara Marinali*, Ferdinando Parente*. The Chairman will be appointed by the Committee members;
- Strategic Committee: Nicola Greco, Barbara Marinali*, Marina Natale*, Tommaso Sabato, Pietro Salini. The Chairman will be appointed by the Committee members.
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The voting summary and the minutes of the Shareholders' Meeting will be made available to the public in accordance with the methods and timings envisaged by current Italian legislation.
At the end of the Shareholders' and Board Meeting, the Chief Executive Officer, Pietro Salini, commented: "I would like to sincerely thank the outgoing Directors, on behalf of the whole Group. Through their experience and passion, they all have greatly contributed to achieving one of the most challenging phases for the Group's growth, of which we are very proud. My special thanks to all of them, for their ability to define the development guidelines always orienting them to follow the principles of independence and transparency, in line with international best practice standards, while also supporting the Group in creating value for its shareholders, concomitantly also protecting the interests of every stakeholder. The outgoing Board of Directors accompanied the Group during its years of profound evolution: from a family business we are now world leaders in the large infrastructure sector. Thanks to Progetto Italia, which integrated Astaldi into Webuild, we can now count on a dimension that guarantees greater international competitiveness, and a stronger presence in Italy, therefore contributing to Italy's economic and occupational revival, while also overcoming the crisis caused by the pandemic. All this was made possible thanks to the competence and values expressed by each of these Directors, to whom goes our deepest gratitude. We have ahead of us an even more challenging path, in a very complex global context, to seize all the opportunities offered by the domestic and international market. We must make that additional change that allows us to anticipate market trends, innovating our processes and our activities, together with our global Group culture, and pursuing greater efficiency and increasingly challenging sustainability and financial goals. For this further journey I wish the new Board all the best in their work, certain that the skills and values of the new Directors will support us in achieving the Group's medium-long term objectives.".
(* subjects who declared, when submitting the lists, that they meet the independence requirements pursuant to the TUF and the Corporate Governance Code)