Approval of a remuneration system consisting of the delivery of Ferrovial shares

Published on 03/04/2019

Employees share and stock ownership schemes

In accordance with the article 227 of the Consolidated Text of the Spanish Securities Market Act (Ley del Mercado de Valores), FERROVIAL, S.A. (the Company or Ferrovial), hereby communicates the following:

The Board of Directors of the Company has approved a new remuneration system, consisting of the delivery of shares (Performance Share Plan) in Ferrovial. Its main features are as follows:

Object: shares in the Company. The total amount of shares that may be assigned shall not exceed 200,000 shares.

Scope: it is directed at Executive Directors, members of Senior Management and Managers. Application of this form of remuneration to the Executive Directors shall be subject to the approval of the Ordinary General Shareholders’ Meeting.

To date, the total number of beneficiaries is in the range from 300 to 350.

Frequency of concession: the Plan will be valid for one year. The allocation of units (which shall serve as the basis for determining the final number of shares to be received) will take place in 2019.

Maturity period: the maturity period shall be three years. Shares will be delivered in the year of the third anniversary of the allocation of the units (i.e. 2022).

Conditions for the delivery:
- To remain at the Company during a maturity period of three years from the date of allocation of the units, other than in exceptional circumstances such as retirement, invalidity or demise. In the event of unfair dismissal, only a number of shares proportional to the time served can be received.
- Compliance during the maturity period with certain ratios calculated upon the basis of (i) the profitability achieved; and (ii) the total shareholder return with respect to a comparison group.

Madrid, 4 March 2019

Santiago Ortiz Vaamonde

Secretary non Director of the Board of Directors of Ferrovial S.A.

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