1. Ferrovial

Information relating to the corporate reorganization

Merger of Ferrovial International SE, as absorbing company, and Ferrovial, S.A., as absorbed company

Pursuant to Article 21 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, the prospectus for admission to listing and trading of all shares in the share capital of Ferrovial International SE (to be renamed “Ferrovial SE”) on Euronext Amsterdam and the Spanish Stock Exchanges (through the AQS), as approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), as well as the documents incorporated by reference in the prospectus, and, in connection therewith, the Board Rules of Ferrovial SE applicable as of the Merger (as this term is defined below) becomes effective, are published:

Prospectus and related documents

In accordance with the provisions of article 32 of Spanish Law 3/2009 of 3 April on structural modifications of business corporations (Ley 3/2009, de 3 de abril, de Modificaciones Estructurales de las Sociedades Mercantiles), since 28 February 2023 the corporate website includes the common draft terms of the merger between Ferrovial, S.A. (as absorbed company) and Ferrovial International SE (as absorbing company) (the “Merger“), as drafted and executed by the boards of directors of both entities on such date.

Furthermore, under the provisions of article 39 of Spanish Law 3/2009 of 3 April on structural modifications of business corporations (Ley 3/2009, de 3 de abril, de Modificaciones Estructurales de las Sociedades Mercantiles), the corporate website includes, prior to the publication of the call of the General Shareholders’ which will resolve on the Merger, the following documents relating to the Merger, which are available to download and print:

Merger’s documents

The following document is also published:

Furthermore, the Board of Directors of Ferrovial, S.A. considers it appropriate to publish on the corporate website of Ferrovial, S.A. the following documents for information purposes only:

In accordance with the provisions of Articles 43 and 66 of Spanish Law 3/2009 of 3 April on structural modifications of business corporations (Ley 3/2009, de 3 de abril, de Modificaciones Estructurales de las Sociedades Mercantiles), as well as to article 348 of the Spanish Companies Law (Ley de Sociedades de Capital), the corporate website includes the following documents relating to the Merger, which are available to download and print:

  1. Announcement of the resolution approving the Merger, which also contains details on the exercise of Ferrovial, S.A. shareholders’ withdrawal right.
  2. Full text of the resolutions regarding the Merger as approved by the general shareholders’ meeting of Ferrovial, S.A.
  3. Ferrovial, S.A.’s merger balance sheet is also available at this corporate website above, together with the rest of the documentation whose publication is required pursuant to article 39 of Spanish Law 3/2009 of 3 April on structural modifications of business corporations.
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