Published on 12/18/2014

Increases and decreases of share capital

Pursuant to 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 

Following the significant events sent by the Company to the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, or CNMV) on 26 June 2014 (registration number 207662) and 15 December 2014 (registration number 215379), FERROVIAL reports that the Board of Directors of the Company has decided, at its meeting held today, to carry out the implementation of the reduction of share capital by means of the redemption of own shares acquired under a buy-back programme in accordance with the provisions of Commission Regulation (EC) No. 2273/2003, of 22 December 2003, approved by the Ordinary General Shareholders Meeting of the Company held on 26 June 2014, under item seven of the agenda.

The share capital of FERROVIAL has been reduced in the amount of 3,013,508.60 euro, through the redemption of 15,067,543 own shares. The share capital resulting from the reduction has been set at 146,477,834.80 euro, corresponding to 732,389,174 shares of 0.20 euro par value each.

The purpose of the reduction is the redemption of own shares and, therefore, it has not entailed a return of contributions, since the Company itself is the holder of the shares which are redeemed.

The reduction has been carried out with a charge to unrestricted reserves by funding a redeemed capital reserve in an amount equal to the nominal value of the redeemed shares (that is, 3,013,508.80 euro); such reserve may only be used by complying with the same requirements as those applicable to a reduction in share capital, as provided by section 335 c) of the Capital Companies Act. Consequently, in accordance with the provisions of such section, creditors of the Company will not be entitled to assert the right of objection contemplated by section 334 of the Capital Companies Act in connection with the reduction of share capital.

The announcements of reduction of share capital will be published in the Official Bulletin of the Commercial Registry and in the Company’s corporate website (www.ferrovial.com) on Monday 22 December 2014. It is foreseen to grant the public deed regarding the reduction of share capital and the amendment of the bylaws and to file it with the Commercial Registry of Madrid for its registration on that date.

Madrid, 18 December 2014

Santiago Ortiz Vaamonde

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

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