Published on 04/07/2022

Announcement of general shareholders’ meeting

In accordance with article 227 of the Consolidated Text of the Securities Market Act FERROVIAL, S.A. (“FERROVIAL” or the “Company”) hereby announces the following

OTHER RELEVANT INFORMATION

At the Ordinary General Shareholders’ Meeting of Ferrovial, held on 7 April 2022, resolutions were adopted in relation to the following matters:

• Approval of the individual and consolidated financial statements and management reports, for the financial year 2021, as well as the consolidated non-financial information statement.
• Approval of the application of the Company’s result for financial year 2021, entirely to voluntary reserves.
• Approval of the management carried out by the Board of Directors during the financial year 2021.
• Re-election of the Directors Mr. Rafael del Pino, Mr. Óscar Fanjul, Ms. María del Pino, Mr. José Fernando Sánchez-Junco and Mr. Bruno Di Leo. And confirmation and appointment of the Directors Ms. Hildegard Wortmann and Ms. Alicia Reyes.
• Approval of a first capital increase for an amount to be determined, by issuing new ordinary shares with a par value of twenty euro cents each, with no share premium, all of the same class and series as those currently outstanding, against reserves, offering shareholders the possibility of selling the free-of-charge allocation rights to the Company itself (at a guaranteed price) or on the market. Delegation of powers to the Board of Directors, with power of sub-delegation, to establish the date the increase is to be executed and the terms of the increase in all respects not provided for by the General Shareholders’ Meeting.
• Approval of a second share capital increase for an amount to be determined, in the same conditions as the previous one.
• Approval of a share capital reduction by means of the redemption of a maximum of 40,500,783 of the Company’s own shares, representing 521% of the Company’s share capital. Delegation of powers to the Board of Directors, with power of sub-delegation, to establish any other conditions for the capital reduction not provided for by the General Shareholders’ Meeting.
• Bylaws. In particular:

(i) Amendment of articles 25, 27, 28, 30 and 36, to regulate the power to hold general shareholders’ meetings exclusively by telematic means under the new article 182 bis of the Capital Companies Act, incorporated by Act 5/2021.

(ii) Amendment of articles 11, 38, 51, 52, 56, 57 and 59, to incorporate changes introduced in the Capital Companies Act after its amendment by Act 5/2021.

(iii) Inclusion of a table of contents and amendment of articles 8, 9, 12, 20, 29, 38.2 u) and 58, to introduce technical and drafting improvements.

• Regulations of the General Shareholders’ Meeting. In particular:

(i) Amendment of articles 7, 10, 14, 24 and 26, to regulate the power to hold general shareholders’ meetings exclusively by telematic means under the new article 182 bis of the Capital Companies Act.

(ii) Amendment of articles 8, 12 and 24.5, to incorporate changes introduced in the Capital Companies Act after its amendment by Act 5/2021.

(iii) Inclusion of a table of contents; amendment of articles 8.2 a), 10.4, 11, 12.4, 16, 18, 19 and 22; and rearrangement of article 23, renaming section 4 of Title IV and creating a new section 5 of Title IV, to introduce technical and drafting improvements.

• Approval of the Directors’ Remuneration Policy.
• Authorization to the Board of Directors for the derivative acquisition of treasury shares.
• Delegation of powers for the interpretation, execution and development of the resolutions adopted by the General Shareholders’ Meeting.

Likewise, an advisory vote was taken on: (i) the 2021 Company’s Climate Strategy Report; and (ii) the Annual Report on Directors’ Remuneration for the financial year 2021. The result of these votes has been in favour.

Finally, the General Shareholders’ Meeting was informed of the amendments made to the Regulations of the Board of Directors since the last General Shareholders’ Meeting.

The terms of the resolutions approved by the Shareholders’ Meeting for each item on the agenda are the same as the terms of the proposed resolutions submitted to the Spanish Securities Market Commission (CNMV) as Other Relevant Information on 24 February 2022 (registration number 14,370). The Company’s Climate Strategy Report, approved on an advisory basis in item 10 of the agenda, and the Directors’ Remuneration Policy, approved in item 11 of the Agenda, are attached.

Madrid, 7 April 2022

Santiago Ortiz Vaamonde

Secretary of the Board of Directors of Ferrovial, S.A.

More information about this Other Relevant Information

English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail.