1. Ferrovial
  2. Investors

The Company communicates a resolution passed by the Board of Directors regarding a compensation scheme


Published on 01/09/2013

In accordance with the provisions of article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores), FERROVIAL, S.A. (the Company or FERROVIAL) communicates the following


The Company’s Board of Directors has approved a new compensation scheme consisting of the granting of shares in FERROVIAL, S.A. The principal characteristics of such scheme are as follows:

  • Form: Shares in FERROVIAL, S.A. The total number of shares to be distributed per year in accordance with this programme may not exceed 1,900,000, representing approximately 0.26% of the share capital of Ferrovial, S.A.
  • Scope: This scheme is intended to benefit

– Members of the Board of Directors of Ferrovial, S.A. who carry out executive duties as well as those employees who carry out senior executive duties and report directly to the Board of Directors or its delegate committees or bodies. The application of this form of compensation to Executive Directors and Senior Executives will be subject to approval by the General Shareholders’ Meeting.

– Other Executive Employees not considered Senior Executives.

The total approximate number of beneficiaries is between 300 and 350.

  • Date of initial formalisation: Anticipated for February 2013.
  • Frequency of the concession: The granting of shares shall be performed annually during a three-year cycle.
  • Maturity period: There will be a maturity period of three years for each granting of shares during the aforesaid cycle.
  • Conditions for granting:

– Continued presence in the Company for a maturity period of three years to be calculated from the date of formalisation, except under special circumstances such as retirement, disability or death. In the event of an unfair dismissal, the beneficiary will only be able to receive the number of shares proportional to the time elapsed.

– Various metrics, which must be reached during the maturity period, and are calculated based on: (i) the flow of business activity; (ii) the relationship between the gross operating profit and the net productive assets; and (iii) the total return for the shareholder in relation to a comparison group. The levels that such metrics must reach during each granting cycle to enable entitlement to the totality of the shares or to a proportional number of shares will be determined on an annual basis.

Future appreciation in the value of the shares will be covered by derivatives (equity swaps).

Madrid, 9 January 2013

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