Resolutions approved at Ferrovial´s Annual Shareholders´ Meeting Publicado el 18/03/2005

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In accordance with the provisions of article 82 of the Securities Market Law (Ley del Mercado de Valores), GRUPO FERROVIAL, S.A. hereby notifies the Comisión Nacional del Mercado de Valores of the following:

  1. On this day, this Company´s Annual Shareholders´ Meeting approved, among others, the following resolutions:
    • Approval of the financial statements and management report of Grupo Ferrovial, S.A. and its consolidated group for 2004.
    • Application of 2004 income and the distribution of a dividend of 0.82 euro per share, which, net of the interim dividend already paid, involves the payment of 0.57 euro per share payable from 13 May 2005.
    • Approval of the  conduct of business by the Board of Directors in 2004.
    • Re-appointment of the directors Santiago Bergareche Busquet, Jaime Carvajal Urquijo, Joaquín Ayuso García, Fernando del Pino y Calvo Sotelo and Gabriele Burgio.
    • Approval of a system of remuneration for members of the Board of Directors with executive functions and senior executives, consisting of the payment of part of the variable remuneration in the form of shares of the Company, capped at 12,000 euro per person. Full information about this system was disclosed on 4 February 2005, number 55384.
    • The terms of the resolutions approved by the General Meeting on each point of the agenda coincide with the proposed resolutions submitted to the Comisión Nacional del Mercado de Valores on 25 February 2005, number 55798.
  2. The Board of Directors meeting held on this date re-appointed Joaquín Ayuso García as Chief Executive Officer and renewed the appointment of Santiago Bergareche Busquet, Jaime Carvajal Urquijo, Fernando del Pino y Calvo-Sotelo and Joaquín Ayuso García as members of the Executive Committee.
  3. Additionally, in compliance with article 115 of the Securities Market Law, as amended by Law 26/2003, dated 17 July (which amended the Securities Market Law and the Corporations Law in order to enhance the transparency of listed companies), the Shareholders´ Meeting was informed of the amendment to the Board of Directors Regulation of Grupo Ferrovial S.A. approved by the Board on 28 May 2004, which was notified to the Comisión Nacional del Mercado de Valores on 2 June 2004 and registered with the Madrid Mercantile Register on 21 July 2004. The purpose of the amendment was to unify all corporate governance powers in the Audit and Control Committee, except for the powers referring specifically to appointments or remuneration, and the Committee was assigned powers over the internal application of the governance regulations, in addition to its pre-existing functions of overseeing compliance and proposing improvements.

Madrid, 18 March 2005

José María Pérez Tremps. Director and General Secretary of Grupo Ferrovial, S.A.

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