Astaldi S p A : 2020 Annual Financial Report – Directors’ Report (courtesy translation)

Translation under review from the Italian original, that remains the definitive version.

This report has been translated into the English language solely for the convenience of the international readers.

Annual

Report

31 DECEMBER 2020

Webuild Group

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Translation under review from the Italian original, that remains the definitive version.

This report has been translated into the English language solely for the convenience of the international readers.

Astaldi S.p.A. - Company subject to the management and coordination of Webuild S.p.A.

Astaldi S.p.A.

Share capital €340,431,460.27

Registered office in Rome, Via Giulio Vincenzo Bona 65

Rome Company Register and Tax Code 00398970582

Rome Economic and Administrative Index no. 152353 - VAT no. 00880281001

www.astaldi.com

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Translation under review from the Italian original, that remains the definitive version.

This report has been translated into the English language solely for the convenience of the international readers.

Contents

Company bodies _________________________________________________________________ 4

Financial highlights _______________________________________________________________ 7

Group profile ____________________________________________________________________ 8

Key events of 2020 ______________________________________________________________ 10

Composition with creditors on a going concern basis as per article 186-bis of the Bankruptcy Law 13 Directors' Report ________________________________________________________________ 21

Report of the Independent Auditors - Consolidated Financial Statements ___________________ 110

Consolidated Financial Statements_________________________________________________ 121

Management Certification - Consolidated Financial Statements __________________________ 237

Report of the Independent Auditors - Astaldi S.p.A. Separate Financial Statements ___________ 238

Astaldi S.p.A. Separate Financial Statements_________________________________________ 249

Management Certification - Astaldi S.p.A. Separate Financial Statements __________________ 496

Report on corporate governance and ownership structure _______________________________ 497

Report of the Board of Statutory Auditors ____________________________________________ 560

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Translation under review from the Italian original, that remains the definitive version.

This report has been translated into the English language solely for the convenience of the international readers.

Company bodies

Board of Directors

Paolo Astaldi1, Chairman

Filippo Stinellis2, Chief Executive Officer

Andrea Gemma3, Director

Maria Raffaella Leone3, Director

Nicoletta Mincato3, Director

Daniela Montemerlo4, Director

David Morganti4, Director

Teresa Naddeo5, Director

Michele Valensise, Director

In 2020, the following were also in office: (i) Alessandro De Rosa, as Deputy Chairman, from 31 July 2020 to 21 January 2021, (ii) Flavia Insom, as an independent non-executive Director, from 31 July 2020 to 5 November 2020.

___________________________

1. Executive Director. Confirmed Chairman of the Board of Directors with Board resolution dated 31 July 2020.
2. Executive Director. Confirmed Chief Executive Officer with Board resolution dated 31 July 2020.
3. Independent director as per art. 147-ter, fourth paragraph of the Consolidated Finance Act and art. 2 of the Corporate Governance Code. Appointed by shareholders' resolution of 31 July 2020.
4. Independent director as per art. 147-ter, fourth paragraph of the Consolidated Finance Act and art. 2 of the Corporate Governance Code. Co-opted with Board resolution dated 10 February 2021.
5. Independent director as per art. 147-ter, fourth paragraph of the Consolidated Finance Act and art. 2 of the Corporate Governance Code. Appointed by shareholders' resolution of 31 July 2020.

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Translation under review from the Italian original, that remains the definitive version.

This report has been translated into the English language solely for the convenience of the international readers.

Control and risks committee

Nicoletta Mincato, Chairwoman

Daniela Montemerlo6

Teresa Naddeo

Appointments and remuneration committee

Teresa Naddeo, Chairwoman

Nicoletta Mincato

David Morganti7

Related parties committee

Andrea Gemma, Chairman

Maria Raffaella Leone

Daniela Montemerlo8

Board of Statutory Auditors9

Giovanni Fiori, Chairman of the Board of Statutory

Auditors

Anna Rosa Adiutori, Statutory auditor

Lelio Fornabaio, Statutory auditor

Giulia De Martino, Alternate statutory auditor

Francesco Follina, Alternate statutory auditor

Gregorio Antonio Greco, Alternate statutory auditor

Independent auditors

PricewaterhouseCoopers S.p.A.10

___________________________

1. Appointed Member of the Control and risks committee, replacing Alessandro De Rosa, with Board resolution dated 10 February 2021
   - see § "Events after the reporting date".
2. Appointed Member of the Appointments and remuneration committee, replacing Alessandro De Rosa, with Board resolution dated

1. February 2021 - see § "Events after the reporting date".

1. Appointed Member of the Related parties committee, replacing Flavia Insom, with Board resolution dated 10 February 2021 - see §
   "Events after the reporting date". Note also that Director Teresa Naddeo held the position of Member of the Related parties committee, replacing Flavia Insom, from 26 November 2020 to 10 February 2021.
2. Appointed by shareholders' resolution dated 27 April 2018 and in office until the Shareholders' Meeting to approve the financial statements as at 31 December 2020.
3. Assigned to perform the statutory audit of the separate financial statements of Astaldi S.p.A. and the consolidated financial statements of the Astaldi Group for the years from 2020 to 2028 (inclusive), as well as for the Consolidated Non-Financial Statement and for the Astaldi Separate Unit, appointed by shareholders' resolution dated 31 July 2020.

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