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€200,000,000 5.875 Per Cent. Notes Due 15 December 2025 (To Be Consolidated and Form a Single Series with the €550,000,000 5.875 Per Cent

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€200,000,000 5.875 Per Cent. Notes Due 15 December 2025 (To Be Consolidated and Form a Single Series with the €550,000,000 5.875 Per Cent (incorporated with limited liability under the laws of the Republic of Italy) €200,000,000 5.875 per cent. Notes due 15 December 2025 (to be consolidated and form a single series with the €550,000,000 5.875 per cent. Notes due 15 December 2025 issued on 15 December 2020) Issue Price: 102 per cent. The issue price of the €200,000,000 5.875 per cent. Notes due 15 December 2025 (the “New Notes”) of Webuild S.p.A. (the “Issuer” or “Webuild”) is 102 per cent. of their principal amount (plus €1,416,438.36 accrued interest on the principal amount of the New Notes in respect of the period from, and including, 15 December 2020 to, but excluding, the New Issue Date (as defined below)). The New Notes will, on the Exchange Date (as defined in “Summary of Provisions Relating to the New Notes in Global Form” below), be consolidated and form a single series with the €550,000,000 5.875 per cent. Notes due 15 December 2025 (the “Original Notes” and, together with the New Notes, the “Notes”) of the Issuer issued on 15 December 2020 (the “Original Issue Date”). Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 15 December 2025. The Notes are subject to redemption, in whole but not in part, at their principal amount, plus interest, if any, to the date fixed for redemption at the option of the Issuer at any time in the event of certain changes affecting taxation in the Republic of Italy. In addition, the holder of a Note may, by the exercise of the relevant option, require the Issuer to redeem such Note at 100 per cent. of its principal amount together with accrued and unpaid interest (if any) upon the occurrence of a Change of Control (as defined below). The Issuer may also elect to redeem all, but not some only, of the Notes at an amount calculated on a “make whole” basis. See “Terms and Conditions of the Notes — Redemption and Purchase”. The New Notes will be issued on 28 January 2021 (the “New Issue Date”) and bear interest from the Original Issue Date at the rate of 5.875 per cent. per annum payable annually in arrears on 15 December each year commencing on 15 December 2021. Payments on the Notes will be made in Euro without deduction for or on account of taxes imposed or levied by the Republic of Italy to the extent described under “Condition 9 (Taxation)”. The Notes will constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for certain mandatory exceptions of applicable law. Application has been made to The Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the New Notes to be admitted to the Official List of Euronext Dublin (the “Official List”) and to trading on the Global Exchange Market of Euronext Dublin (the “Global Exchange Market”), which is the exchange- regulated market of Euronext Dublin. This Offering Circular constitutes listing particulars in respect of the admission of the Securities to the Official List and to trading on the Global Exchange Market and has been approved by Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, “MiFID II”). This offering circular (the “Offering Circular”) does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and in accordance with the Prospectus Regulation, no prospectus is required in connection with the issuance of the Securities. References in this Offering Circular to the New Notes being “listed” (and all related references) shall mean that the New Notes have been admitted to the Official List and admitted to trading on the Global Exchange Market. Investors should note that securities to be admitted to the Official List and to trading on the Global Exchange Market will, because of their nature, normally be bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.. This Offering Circular is available for viewing on the website of Euronext Dublin (www.ise.ie). The New Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and are subject to United States tax law requirements. The New Notes are being offered outside the United States by the Managers (as defined in “Subscription and Sale”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of certain restrictions on transfers of the Notes, see “Subscription and Sale”. Investing in the New Notes involves risks. See “Risk Factors” beginning on page 5 of this Offering Circular for a discussion of certain risks prospective investors should consider in connection with any investment in the New Notes. The New Notes will be in bearer form in the denomination of €100,000 each and, for so long as the Notes are represented by a Global Note (as defined below) and Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (or other relevant clearing system) allow, in denominations of €1,000 in excess of €100,000, up to and including €199,000. The New Notes will initially be in the form of a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or around the New Issue Date with a common safekeeper for Euroclear and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “Permanent Global Note”, and together with the Temporary Global Note, each a “Global Note”), without interest coupons, not earlier than 40 days after the New Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form in principal amounts equal to €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000, each with interest coupons attached. No Notes in definitive form will be issued with a denomination above €199,000. See “Summary of Provisions Relating to the New Notes in Global Form”. The Original Notes were rated BB- by S&P Global Ratings Europe Limited (“Standard & Poor’s”) and BB by Fitch Ratings Ireland Limited Sede Secondaria Italiana (“Fitch”) and it is expected that the rating of the Notes will be the same immediately after the issuance of the New Notes. Each of Standard & Poor’s and Fitch is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the “CRA Regulation”). Each of Standard & Poor’s and Fitch appears on the latest update of the list of registered credit rating agencies on the ESMA website http://www.esma.europa.eu. Pursuant to Article 8d of Regulation (EC) 1060/2009 (as amended by Regulation (EU) 462/2013), the Issuer acknowledges that each of Standard & Poor’s and Fitch hold more than 10 per cent. of the total market share. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. JOINT LEAD MANAGERS BofA Securities Goldman Sachs International IMI – Intesa Sanpaolo Natixis UniCredit Bank Co-Managers Banca Akros S.p.A. – Gruppo Banco BPM BBVA Equita SIM Offering Circular dated 26 January 2021 IMPORTANT NOTICES The Issuer accepts responsibility for the information contained in this Offering Circular and declares that, having taken all reasonable care to ensure such is the case, the information contained in this Offering Circular, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import. KPMG S.p.A. (“KPMG”) issued two reports on the Webuild Unaudited Pro Forma Consolidated Financial Information at 31 December 2019 and the Webuild Unaudited Pro Forma Interim Consolidated Financial Information at 30 June 2020 (both as defined below) on the basis described therein (the “Pro-Forma Reports”). KPMG accepts responsibility for the Pro-Forma Reports and declares that, having taken all reasonable care to ensure such is the case, the information contained in the Pro-Forma Reports, to the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import. The Issuer has confirmed to BofA Securities Europe SA, Goldman Sachs International, Intesa Sanpaolo S.p.A., Natixis and UniCredit Bank AG (the “Joint Lead Managers”) and Banca Akros S.p.A. – Gruppo Banco BPM, Banco Bilbao Vizcaya Argentaria, S.A. and Equita S.I.M. S.p.A. (the “Co-Managers” and together with the Joint Lead Managers, the “Managers”) that this Offering Circular contains or incorporates all information regarding the Issuer and the Group as of the date of this Offering Circular (where “Group” means the Issuer and its consolidated subsidiaries) and the New Notes which are (in the context of the issue of the New Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Offering Circular on the part of the Issuer or the Group are honestly held or made and are not misleading in any material respect; this Offering Circular does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing.
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