The report

MANAGEMENT REPORT

The following section and chapters constitute the Management Report in accordance with Article 2:391 of the Dutch Civil Code:

• Letter from the Chairman.
• In Two Minutes, summarizing key Company figures and milestones in 2024, its main markets and Ferrovial on the stock exchange.
• Value creation, including strategy, and information on business performance.
• Statement of Consolidated Non-Financial and Sustainability Information
• Corporate Governance Report.
• Remuneration Report
• Risk Report.
• Annex, including the Alternative Performance Measures and details of other non-financial frameworks.

The Management Report was prepared by the Board of Directors on February 27, 2025.

Remuneration report

The Remuneration Report pursuant to article 2:135b of the Dutch Civil Code (and the Dutch Corporate Governance Code) is included on pages 224 to 246. It was prepared by the Board of Directors on February 27, 2025.

Consolidated Financial Statements

The Consolidated Financial Statements, covering pages 318 to 417, were prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code and EU- IFRS, by the Board of Directors on February 27, 2025.

Separate Financial Statements

The Separate Financial Statements, pages 418 to 444, were prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code, by the Board of Directors on February 27, 2025.

Other information

For the section “Other information” pursuant to article 3:392 of the Dutch Civil Code, please see pages 445 to 458. This section includes the independent auditor’s report on the 2024 Financial Statements and a representation of the provisions of the articles of association on profit appropriation. This section also includes the Independent Auditor’s Assurance Report on sustainability information.

Non-financial information

The Integrated Annual Report was also prepared in accordance with the requirements of Dutch and Spanish law and complies with the requirements for the disclosure of non-financial information established by the following international regulations and standards:

• ESRS (standards): Defines sustainability reporting criteria to improve transparency and consistency of information on environmental, social and governance impacts.
• EU Directive 2014/95/EU on non-financial information implemented through the Besluit bekendmaking niet-financiële informatie.
• Spanish law 11/2018 on non-financial information and diversity (Spanish law).
• Regulation (EU) 2020/852 (Taxonomy Regulation): Includes data on eligibility in relation to the six environmental objectives, figures on alignment with climate objectives and qualitative information on accounting policies, regulatory compliance and context.

Ferrovial SE has engaged EY to provide limited assurance on this Statement of Consolidated Non-Financial and Sustainability Information taking into account the criteria above.

The following guidance was also considered when preparing the Integrated Annual Report:

• Task Force on Climate-related Financial Disclosures (TCFD): Provides a framework of recommendations for disclosing risks and opportunities related to climate change, ensuring clarity and consistency for investors.
• Recommendations of the Task Force on Nature-related Financial Disclosures (TNFD) including information related to governance, strategy, risk and impact management, and metrics of Ferrovial operations.
• Sustainability Accounting Standards Board (SASB): Provides industry-specific standards for managing and disclosing material sustainability issues.
• This integrated approach ensures that the information presented is aligned with regulatory frameworks and international best practices in corporate sustainability.
• This document is the PDF version of Ferrovial’s 2024 Integrated Annual Report , and was prepared for ease of uThe 2024Integrated Annual Report was made public in accordance with article 5:25c of the Dutch Financial Supervision Act (Wet op het financieel toezicht), and was filed with the Netherlands Authority for the Financial Markets in a single European electronic format (the ESEF package). The ESEF package is available on the Company website at https://www.ferrovial.com and includes a human-readable XHTML version of the 2024 Integrated Annual Report. In case of discrepancies between this PDF version and the ESEF package, the ESEF package will prevail.

Ferrovial SE is a company organized under the laws of the Netherlands. Its legal form is that of a European Company. The registered office of the Company is in the Netherlands. The Company is registered in the Dutch Trade Register of the Chamber of Commerce.

The Company was originally organized as a Public Limited Company under the laws of England and Wales and became a European Limited Company under the laws of England and Wales on December 13, 2018. On March 26, 2019, the Company moved its registered office to the Netherlands. Ferrovial became the parent company of the Ferrovial Group as a result of the reverse cross-border merger between the former parent company, renamed Ferrovial SE when the merger became effective. Through the merger, which became effective on June 16, 2023, the Company acquired all the assets and liabilities of Ferrovial, S.A. under universal title.

In January 2024, a partial reorganization of the business units was approved, whereby the Energy Solutions business line, which was part of the Construction Division, and the Energy Infrastructure business line, which was part of the Energy Infrastructure and Mobility Division, were merged. The resulting business unit is now called the Energy Division. The Mobility Business Unit and the other service businesses, which until then were part of the Energy Infrastructures and Mobility Business Unit, are now managed separately outside the scope of the divisions. The objective of this reorganization is to group all the activities of the Energy Division into a single organizational unit with unified management to ensure alignment between activities and maximize the benefits emerging from the synergies between them.

The report was prepared following the financial consolidation perimeter, covering all companies in which Ferrovial exercises economic control with more than 50% of share capital. In such cases, 100% of the corresponding information is included, ensuring an accurate and consistent representation of the Group’s activities. Ferrovial clarifies that, while Budimex S.A. is a subsidiary of Ferrovial Construction International SE and its information is fully integrated into the Group’s consolidated report, it is a Public Interest Entity (PIE) listed on the Warsaw Stock Exchange (WSE: BDX) and employs more than 500 individuals. As such, Budimex is subject to separate CSRD reporting requirements in Poland. Ferrovial acknowledges this obligation and ensures that Budimex complies with its independent disclosure requirements while maintaining alignment with the Group’s overarching sustainability framework and reporting practices.

In relation to the scope of consolidation, on April 4, 2024, the Private Investment Promotion Agency of Peru awarded the Anillo Vial Periférico Project in Lima to a consortium led by Cintra, with Acciona and Sacyr. The 30-year concession involves the construction and maintenance of a 35-kilometer ring road, with an investment of USD 3.4 billion. On May 1, 2024, 100% of Misae Solar IV, LLC, a photovoltaic solar energy project in Texas, was acquired for USD 14.8 million. On June 11, 2024, the sale of 5% of IRB Infrastructure Developers was completed for €215 million, resulting in €133 million in pre-tax capital gains for Ferrovial. On June 13, 2024, 23.99% of IRB Infrastructure Trust was acquired for €652 million. On June 28, 2024, the sale of the 24.78% stake in Serveo Group to the main shareholder, Portobello Capital, was completed for a pre-tax gain of €33 million. On February 29, 2024, an agreement was reached for the sale of 49% of the Class A shares and all Class B shares of Umbrella Roads BV, completing the sale on October 8, 2024 for €100 million. On November 13, 2024, an agreement was announced for the sale of Ferrovial’s 50% interest in AGS to Avialliance UK Limited, valuing 100% of AGS at £900 million, completion of the sale is subject to the satisfaction of applicable regulatory approvals and is expected to close in the first quarter of 2025. On December 12, 2024, Ferrovial sold 19.75% of FGP Topco Ltd., the direct shareholder of Heathrow Airport, to Ardian and PIF for a capital gain of EUR 2,023 million. Ferrovial now holds a 5.25% stake, recognized as a non-current financial asset. The fair value of the remaining stake generated an additional positive impact of EUR 547 million.