1. Ferrovial
  2. Investors

Implementation of the share capital reduction by means of redemption of own shares approved by the General Shareholders’ Meeting held on 9 April 2021 under item sixth of the agenda

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Published on 12/01/2021

Other relevant information

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

Further to the communications of Other Relevant Information submitted on 25 February 2021 (registration number 7,449), 9 April 2021 (registration number 8,502) and 29 November 2021 (registration number 12,945), it is reported that the CEO of the Company, according to the delegation granted by the General Shareholders’ Meeting and the sub-delegation granted on his favor by the Board of Directors, has agreed today to implement the share capital reduction approved by said General Shareholders’ Meeting under item sixth of the agenda, by means of the redemption of 12,659,166 own shares of €0.20 par value each acquired under a buy-back programme implemented in accordance with the provisions of article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse, and Delegated Regulation (EU) 2016/1052 of the Commission, of 8 March 2016.

Therefore, the share capital of Ferrovial has been reduced in the amount of 2,531,833.20 euro, having been set at €146,720,496.20, corresponding to 733,602,481 shares of €0.20 par value each.

The purpose of the share capital reduction is to amortise own shares, contributing to Ferrovial’s shareholder remuneration policy by increasing the profit per share. It does not entail any refund to shareholders since the Company is the holder of the shares to be amortised.

Pursuant to article 335 c) of the Capital Companies Act, the share capital reduction has been made against unrestricted reserves through the funding of a reserve for redeemed capital, in an amount equal to the par value of the amortised shares (i.e. €2,531,833.20), which may only be used if the requirements established for the share capital reduction are met. In consequence, as indicated in this provision, the Company’s creditors will not have the right to oppose referred to in article 334 of said Act.

It is expected that the announcement of the share capital reduction will be published in the official gazette of the commercial registry (Boletín Oficial del Registro Mercantil) and on the Company’s website (www.ferrovial.com) on 2 December 2021, and that on 3 December the public deed of the share capital reduction and of amendment of the bylaws will be granted. Likewise, Ferrovial will request the delisting of the 12,659,166 redeemed shares from the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, and the cancellation of the accounting records of said shares at Iberclear.

Madrid, 1 December 2021

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.

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