Published on 12/09/2020

On financial instruments

Pursuant to article 227 of 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”), reports on the following:

OTHER RELEVANT INFORMATION

Further to the communications of Other Relevant Information submitted on 27 February 2020 (registration number 490), 18 April 2020 (registration number 1,620) and 4 December 2020 (registration number 6,061), it is reported that the Chief Executive Officer of the Company, according to the delegation granted by the General Shareholders’ Meeting and the sub-delegation granted on his favor by the Board of Directors, has agreed today to carry out the implementation of the share capital reduction approved by said General Shareholders’ Meeting under item eight of the agenda, by means of the redemption of (i) 2,755,960 existing own shares at the date the Board of Directors drafted the proposed resolution under this item eight; and (ii) 11,704,701 own shares acquired under a buy-back programme, in accordance with the provisions of article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse, and Delegated Regulation (EU) 2016/1052 of the Commission, of 8 March 2016.

Therefore, the share capital of Ferrovial has been reduced in the amount of 2,892,132.20 euro, through the redemption of 14,460,661 own shares. The share capital resulting from the reduction has been set at 146,580,475.20 euro, corresponding to 732,902,376 shares of 0.20 euro par value each.

The purpose of the share capital reduction is to amortise own shares, contributing to Ferrovial’s shareholder remuneration policy by increasing the profit per share. It does not entail any refund to shareholders since the Company is the holder of the shares to be amortised.

The reduction has been made against unrestricted reserves through the funding of a capital amortisation reserve, in an amount equal to the par value of the shares amortised (that is, 2,892,132.20 euro), which may only be used if the requirements established for the reduction of share capital are met, as provided by article 335 c) of the Capital Companies Act. Consequently, in accordance with this provision, the Company’s creditors will not have the right to oppose referred to in article 334 of the Capital Companies Act in connection with the capital reduction.

It is expected to publish the announcement of the share capital reduction in the Official Gazette of the Commercial Registry and on the Company’s website (www.ferrovial.com) on 10 December 2020, and that the public deed of share capital reduction and amendment of the bylaws is granted on 11 December 2020. Likewise, Ferrovial will request the delisting of the 14,460,661 redeemed shares of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, and the cancellation of the accounting records of of modification of the bylaws is granted on December 11, 2020. Likewise, Ferrovial will request the exclusion from trading of the 14,460,661 redeemed shares of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, and the cancellation of the accounting records of said shares in Iberclear.

Madrid, 9 December 2020

Santiago Ortiz Vaamonde

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

More information about this Other Relevant Information

English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail.