Published on 02/25/2021

Buy-back programmes, stabilisation and treasury stock

Pursuant to article 227 of the Consolidated Text of the Spanish Securities Market Act (Texto Refundido de la Ley del Mercado de Valores), FERROVIAL, S.A. (the “Company” or “Ferrovial”), reports on the following:

OTHER RELEVANT INFORMATION

The Board of Directors of the Company has resolved to implement a buy-back programme of the Company’s own shares (the “Buy-back Programme“), in accordance with the authorisation granted by the General Shareholders’ Meeting held on 5 April 2017 under item ten of its agenda.

The Buy-back Programme will be carried out pursuant to article 5 of Regulation (EU) No 596/2014, of the European Parliament and of the Council, of 16 April 2014, on market abuse, and Commission Delegated Regulation (EU) 2016/1052, of 8 March 2016, supplementing Regulation on market abuse with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (the “Regulation (EU) No. 596/2014” and “Delegated Regulation (EU) 2016/1052“, respectively).

The Buy-Back Programme will be executed under the following terms:

• Purpose: the treasury shares acquired under this Programme will be delivered to:
• The Company’s Executives Directors and managers and employees of the Ferrovial group who are beneficiaries of the third cycle of the III Performance-based Share Target-linked Plan for financial years 2016 to 2018, approved by the Board of Directors at its meeting held on 29 October 2015 (relevant event with registration number 234,716) and by the General Shareholders’ Meeting held on 4 May 2016 for the Companys’s Executive Directors (relevant event with registration number 238,182).
• Group employees who avail themselves of the compensantion scheme consisting of receiving part or their remuneration in shares of the Company, approved by the Board of Directors at its meeting held on 19 December 2019 for the financial years 2020 to 2024.
• Maximum net investment: 25 million euros. In no case may the number of shares to be acquired under the Buy-back Programme exceed 1 million shares, representing 0.34% approximately of the share capital of Ferrovial as of the date thereof.
• Price and volume conditions: the own shares will be purchased in accordance with the conditions of price and volume established in article 3 of Delegated Regulation (EU) 2016/1052. In particular, insofar as the price is concerned, Ferrovial will not purchase shares at a price higher than the higher of the following amounts: (i) the price of the last independent trade; or (ii) the amount corresponding to the highest current independent purchase bid on the trading venue where the purchase is carried out. As regards volume, the Company shall not purchase on any trading day more than 25% of the average daily volume of Ferrovial shares traded on the trading venue on which the purchase is carried out. The average daily volume of the Company’s shares for the purposes of the aforementioned calculation will be based on the average daily volume traded in the twenty (20) trading days preceding the date of every purchase.
• Duration: the Buy-back Programme will start on 26 February 2021 and will remain in force until 8 March 2021 (both days included). Nevertheless, Ferrovial reserves the right to early terminate the Buy-back Programme if, prior to the last effective date, the Company has purchased shares for a price that reaches the amount of the maximum investment or the maximum number of shares authorised by the Board of Directors, or if there is any other circumstance that would advise it.

Any changes to the Buy-back Programme as well as the share purchase transactions completed by virtue thereof, will be disclosed to the Spanish National Securities Market Commission (or any other regulatory authority that, where applicable, should be aware of it) in accordance with article 5 of Regulation (EU) Nº 596/2014 and Delegated Regulation (EU) 2016/1052. These transactions shall also be published on the Company’s website as set forth in said regulations.

Madrid, 25 February 2021

Santiago Ortiz Vaamonde

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

More information about this Other Relevant Event

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