Published on 01/31/2013

In accordance with the provisions of article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores), FERROVIAL, S.A. (the Company or FERROVIAL) communicates the following:

REGULATORY DISCLOSURE

The Board of Directors of the Company has approved the implementation of a remuneration Plan consisting of the payment of part of the employees’ variable remuneration corresponding to years 2012-2015 in the form of shares of Ferrovial, S.A. The last General Shareholders’ Meeting authorised the application of this Plan to Executive Directors and Senior Management until financial year 2015 (regulatory disclosure no. 161,026 communicated on 30 March 2012).

This Plan has been applied, in practically identical terms, to variable remuneration since 2004. The CNMV was informed of the previous Plans by means of disclosures on 4 February 2005, 27 January 2006, 30 January 2007, 1 February 2008, 28 January 2009, 28 January 2010, 31 January 2011 and 30 January 2012.

The essential features of the Plan are as follows:

• Objective: Increase employees’ and executives’ ownership interest in the Company and enable them to link part of their remuneration to the performance of Ferrovial, S.A. shares.
• Beneficiaries: Employees and executives of the companies comprising the corporate group of which Ferrovial, S.A. is the parent company who form part of one of the existing variable remuneration plans and have their residence in Spain for tax purposes. This payment system will be voluntary.
• Limit: The maximum remuneration each participant may collect in shares will be €12,000 or the amount that may be established in an amendment of article 42.2.a) of Act 35/2006, of 28 November, or in any clause which may replace it. The total number of shares delivered will depend on the final number of participants who join the Plan and the price of Ferrovial, S.A. shares on each transfer date. On the approval date, it is estimated that the Plan represents approximately 1,000,000 shares (0.14% of capital stock) each year. The limit is based on legal regulations in force which allow up to €12,000 per year in shares in the employer company to be considered as remuneration in kind not subject to tax, when certain requirements are met and which are all preserved in the Plan.
• Valuation and origin of the shares: The value of the shares to be delivered will be the price of the Ferrovial, S.A. share on each transfer date, which is expected to be last working day on which trading takes place in the month of February of each year. All the shares will come from treasury stock.

Madrid, 31 January 2013

Santiago Ortiz Vaamonde
Secretary of the Board of Directors, Ferrovial, S.A.