Voluntary Tender Offer by Webuild for 100% of Trevi

• Industrial rationale aimed at enhancing Trevi Finanziaria Industriale S.p.A. heritage of technical, engineering and managerial expertise within Webuild global platform, leveraging complementary capabilities 
• Estimated synergies of approximately €80–90 million in annual EBITDA; transaction accretive to Webuild EBITDA by €150–170 million (including synergies) 
• Offer conditional upon achieving at least 66.7% of voting rights

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Thanks to our global commercial platform, Trevi will gain access to new geographies, clients and larger tenders, placing its specialist capabilities at the service of the Group and the market along a new growth trajectory. At the same time, Trevi will be able to continue expanding its distinctive capabilities, leveraging the industrial and commercial synergies arising from integration into a global infrastructure leader. Trevi’s people, expertise and industrial culture represent an essential element of the transaction’s value and a driver for the future success and growth of both organizations. For Trevi shareholders, our Offer represents certain, immediate and higher value”. 

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 The Board of Directors of Webuild S.p.A. (“Webuild”; Euronext Milan: WBD) approved today the launch of a voluntary tender offer (the “Offer”) for all outstanding ordinary shares of Trevi Finanziaria Industriale S.p.A. (“Trevi” or the “Issuer”), listed on Euronext Milan. 

Compared to the ICOP Offer, the Offer:

• grants accepting shareholders a higher valuation of the Trevi shares; 
• provides certainty as to the economic value of the consideration, which is entirely in cash, rather than through the allotment of ICOP shares, which are currently unlisted on a regulated market, have limited free float and lack a trading track record on Euronext Milan; 
• sets an acceptance threshold of 66.7%, which is more likely to be achieved, compared to the 90% threshold of the ICOP Offer; 

Offer Consideration

The valuation attributed to the Issuer by the Offeror incorporates a premium of 14.4% over the valuation of the Issuer underlying the ICOP Offer (considering the official closing price of the ICOP shares as at July 28, 2026, trading day prior to the date hereof, equal to euro 29.588). 

Offer Rationale 

The completion of the Offer will enable the Webuild Group to: 

• enhance Trevi as a specialized entity capable of expanding its market presence in the special foundations and subsurface engineering sectors, which play a critical role in major infrastructure projects — Webuild’s core business; 
• ensure greater control over execution — in terms of process, quality and delivery risk — across the Group’s order backlog of approximately €54 billion; 
• strengthen its competitive positioning in tenders for major complex projects with a high geotechnical content, differentiating itself through an integrated end-to-end solution that is more efficient and competitive, including in terms of pricing; 

, joining the Webuild Group would open a new growth path for the company, its people and its know-how. Trevi would maintain its Italian identity, with its headquarters firmly rooted in Italy, and would preserve its heritage of technical, engineering and managerial expertise at the service of both the Group's projects and the third-party market. 

On the revenue side, the transaction enables Webuild to internalize high-value-added work phases currently outsourced to third parties and to strengthen its competitive positioning; for Trevi, it translates into direct access to the Group’s backlog and commercial pipeline, in addition to its own. 

On the cost side, belonging to the Group would enable Trevi to achieve economies of scale and optimize operational and procurement processes, with further efficiencies on central, overhead and R&D costs. 

Conditions to the Offer

The Offer is subject to the satisfaction of conditions precedent in line with market practice, including: 

• obtainment of regulatory clearances from the competent Authorities; 
• Webuild acquisition of a stake of at least 66.7% of voting rights in Trevi; 

Purpose of the Offer

Indicative Timetable

Advisors

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For further information, please refer to the communication published today pursuant to Article 102 of TUF, available at www.webuildgroup.com/investor-relations/opa-trevi, and to the offer document, which will be made available in the manner and within the timeframe prescribed by applicable regulations. 

About Trevi

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The publication or dissemination of this communication in countries other than Italy may be subject to restrictions under applicable law, and accordingly any person subject to the laws of any country other than Italy is required to independently inform itself of any restrictions under applicable laws and to ensure compliance therewith. Any failure to comply with such restrictions may constitute a violation of the applicable laws of the relevant country. To the fullest extent permitted by applicable law, the parties involved in the Offer shall be deemed exempt from any liability or adverse consequence arising from the violation of such restrictions by such persons. This communication has been prepared in accordance with Italian law and the information disclosed herein may differ from that which would have been disclosed had the communication been prepared in accordance with the laws of countries other than Italy. No copy of this communication or any other documents relating to the Offer will be, or may be, mailed or otherwise transmitted or distributed in or from any country where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of Trevi Finanziaria Industriale S.p.A. in such country or other countries where such actions would constitute a violation of the relevant laws, and any person receiving such documents (including custodians, nominees or trustees) must not mail or otherwise transmit or distribute them to or from any such country. The contents of this communication are of an informational and preliminary nature and should not be construed as investment advice. The statements contained herein have not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained herein. Neither Webuild S.p.A. nor any of its representatives nor its direct or indirect controlling shareholders shall accept any liability (whether in negligence or otherwise) arising in any way in connection with such information or in connection with any loss arising from its use or otherwise arising in connection with this communication. By accessing this communication, you agree to be bound by the foregoing limitations.