1. Ferrovial
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Resolutions adopted during the 2014 Annual General Shareholders’ Meeting

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Published on 06/26/2014

Pursuant to Article 82 of the Spanish Securities Market Law, FERROVIAL, S.A. (“the Company” or “FERROVIAL”) communicates the following:

REGULATORY DISCLOSURE

 

At its Ordinary General Shareholders’ Meeting held today, Ferrovial S.A. adopted resolutions relative to the following matters:

  • Approval of the financial statements and the management report of Ferrovial, S.A. for 2013, and the consolidated financial statements and management report of its group for 2013.
  • Application of results corresponding to financial year 2013 and distribution of dividends. In this respect, the General Meeting agreed to:

–     Approve the following distribution of profit for 2013, amounting to EUR 477,965,213.37:

EUR 293,404,102.00 for the payment of an interim dividend (fixed gross amount of EUR 0.40 per share with a right to receive dividend). The above payment took effect on 10 December 2013 and has been paid in full. EUR 184,561,111.37 to voluntary reserves.

  • Approval of the management carried out by the Board of Directors in the financial year corresponding to 2013.
  • Re-appointment of DELOITTE, S.L. as auditors of Ferrovial, S.A. and its consolidated group of companies for a one-year period (2014).
  • Share capital increase in the amount to be determined pursuant to the terms of the resolution, by issuing new ordinary shares with a par value of twenty euro cents (EUR 0.20) each, against reserves, with no share premium, all of the same class and series as those currently outstanding, offering shareholders the possibility of selling the free-of-charge allocation rights to the company itself (at a guaranteed price) or on the market. Delegation of powers to the Board of Directors to establish the date the increase is to be executed and the terms of the increase in all respects not provided for by the General Meeting.
  • Second share capital increase in the amount to be determined pursuant to the terms of the resolution, by issuing new ordinary shares with a par value of twenty euro cents (EUR 0.20) each, against reserves, with no share premium, all of the same class and series as those currently outstanding, offering shareholders the possibility of selling the free-of-charge allocation rights to the company itself (at a guaranteed price) or on the market. Delegation of powers to the Board of Directors to establish the date the increase is to be executed and the terms of the increase in all respects not provided for by the General Meeting.
  • Approval of a share capital reduction by means of the acquisition of 25,672,859 of the Company’s own shares, representing 3.5% of the Company’s share capital through a buy-back programme through which the shares will be redeemed, with a maximum investment in its own shares of 350 million euro. Delegation of powers to the Board of Directors to establish any other conditions for the capital reduction not foreseen by the General Meeting, including, among other issues, the powers to amend article 5 (share capital) of the by-laws and to apply for the delisting of the amortized shares and for the cancellation from the book‐entry registers.
  • Amendment of the Company’s Bylaws.

Amendment of the second section of article 2 (Corporate purpose) and the first section of article 6 (Share representations) of the Bylaws.

Amendment of the first section of article 57 (Board of Directors Remuneration) of the Bylaws.

  • Authorisation to the Board of Directors to increase capital through monetary contributions, once or more than once at any time during the five-year maximum term, up to a maximum nominal amount of EUR 73,351,025.50, with the power to exclude pre-emptive rights and the express power of substitution.
  • Authorisation to the Board of Directors to issue in one or various rounds, both convertible, exchangeable and non-convertible fixed-income securities for a value up to 75% of the Company’s equity recognised in the most recent approved balance sheet and, in the case of promissory notes and preference shares, for an amount up to 25% of the Company’s equity recognised in the last approved balance sheet. Set the criteria for determining the rules and forms of conversion and/or exchange and/or exercise for convertible and/or exchangeable debentures and bonds, and attribution to the Board of Directors of the power to increase share capital by the required amount and to withdraw shareholders’ pre-emptive rights. Authorisation for the Company to guarantee securities issued by its subsidiaries. All with express power of substitution.
  • Delegation of powers to interpret, rectify, supplement, execute and implement the resolutions adopted by the General Shareholders’ Meeting, and to formalize, register and execute the resolutions adopted by the General Meeting.

Furthermore, the Annual Report on Directors’ Remuneration was submitted to an advisory vote. The result of said vote was favourable.

Lastly, a report was issued on the Board’s use of the powers delegated under Resolution 6 approved by the Company’s General Shareholder Meeting held on 22 October 2009 (bonds issued in May 2013).

The terms of the resolutions approved by the General Shareholders’ Meeting for each item on the agenda coincide with the proposals for resolutions submitted to the Spanish National Securities Market Commission on 22 May 2014 (registration number 206035).

Madrid, 26 June 2014

Santiago Ortiz Vaamonde

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

 

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