The Company informs on the resolutions adopted by the General Shareholders’ Meeting held today Published on 05/04/2018
Calls and resolutions of general shareholders’ meetings
Pursuant to 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) communicates the following:
Resolutions related to the following matters were adopted in the Ordinary General Shareholders’ Meeting of Ferrovial, held today:
- Approval of the individual financial statements and the management report of Ferrovial for financial year 2017, as well as the consolidated financial statements and the management report for the consolidated group for financial year 2017.
- Allocation of financial year 2017 income, which amounts to 97,589,632.72 euro, in its entirety to voluntary reserves.
- Approval of the management carried out by the Board of Directors during financial year 2017.
- Reappointment of DELOITTE, S.L., as the legal auditor of Ferrovial and of its consolidated group, for a one-year period (financial year 2018).
- Capital increase for an amount to be determined by issuing new ordinary shares with a par value of twenty euro cents each, against reserves, with no share premium, offering shareholders the possibility of selling the free-of-charge allocation rights to the Company (at a guaranteed price) or on the market. Delegation of powers to the Board of Directors (with power of sub-delegation) to establish the date the increase is to be executed and the terms of the increase in all respects not provided for by the Shareholders’
- Second capital increase for an amount to be determined, in the terms referred to above.
- Approval of a share capital reduction by means of the redemption of a maximum of 20,439,148 of the Company’s own shares representing a 2.791% of the Company’s current share capital. Delegation of powers to the Board of Directors (with power of sub-delegation) to establish any other conditions for the capital reduction not foreseen by the Shareholders’ Meeting including, among other issues, the powers to amend article 5 (share capital) of the Bylaws and to apply for the delisting of the amortized shares and for the cancellation from the book‐entry registers.
- Delegation of powers to formalize, register and execute the resolutions adopted by the General Shareholders’ Meeting and register the filing of the financial statements.
Likewise, the Annual Report on Director’s Remuneration was submitted for an advisory vote. The result of such vote has been in favour.
Finally, the General Shareholders’ Meeting was informed of the amendments incorporated in the Regulations of the Board of Directors since the last General Shareholders’ Meeting.
The terms of the resolutions approved by the Shareholders’ Meeting for each item on the agenda are the same as the proposed resolutions submitted to the Spanish Securities Market Commission on 28 February 2018 (registration number 262.377).
Madrid, 5 April 2018
Santiago Ortiz Vaamonde
Secretary to 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.