APPENDIX

Appendix I – Scrip dividend, cash dividend, share buy-back and cancellation of shares

SCRIP DIVIDEND

On May 9, 2024, Ferrovial SE announced an interim scrip dividend of EUR 0.3033 per Ferrovial share, payable in cash or shares at the election of Ferrovial’s shareholders, against Ferrovial’s reserves.

On June 19, 2024, Ferrovial SE announced that the ratio for the interim scrip dividend announced on May 9, 2024, was one (1) new Ferrovial Share for every 120.2110 existing Ferrovial Shares (“The Ratio”). Accordingly, pursuant to the Ratio, Ferrovial issued 4,719,782 new Ferrovial shares.

Additionally, on October 28, 2024, Ferrovial SE declared a second interim scrip dividend of EUR 0.4597 per Ferrovial share, payable in cash or shares at the election of the shareholder, against Ferrovial’s reserves.

On December 11, 2024, Ferrovial SE announced that the ratio for the second interim scrip dividend announced on October 28, 2024, was one (1) new Ferrovial Share for every 80.1694 existing Ferrovial Shares. Accordingly, pursuant to the Ratio, Ferrovial issued 7,402,412 new Ferrovial shares.

SHARE BUY-BACK AND CANCELLATION OF SHARES

On November 30, 2023, Ferrovial announced the implementation of a share buy-back program of up to 34 million shares for a maximum amount of EUR 500 million, with the purpose of cancelling the repurchased shares. On April 30, 2024, Ferrovial announced the termination of this buy-back program, with a total of 12,255,493 treasury shares repurchased.

The Annual General Meeting held on April 11, 2024 authorized the Board, for a period of 18 months from the date of the Annual General Meeting (up to and including 10 October 2025), to the following:

  • Acquire shares up to a maximum of 10% of Ferrovial’s issued share capital at the date of the Annual General Meeting.
  • Cancel shares in a number to be determined by the Board. The cancellation may be implemented in one or more tranches.

On April 11, 2024, Ferrovial announced the implementation of a share buy-back program of up to 37 million shares for a maximum amount of EUR 500 million, with the purpose of cancelling repurchased shares. On August 23, 2024, Ferrovial announced the termination of this buy- back program, with a total of 9,231,251 treasury shares repurchased.

On June 17, 2024, Ferrovial announced that, under the terms approved by the AGM, it has resolved to cancel 13,245,104 treasury shares. On August 22, 2024, such cancellation became effective.

On August 23, 2024, Ferrovial announced the implementation of a new buy-back program of the Ferrovial’s own shares. The buy-back program has the following terms:

  • Purpose: to repurchase Ferrovial shares in the context of various corporate actions (such as, for instance, employee share incentives, placement of share in the market, or cancelling the repurchased shares).
  • Maximum net investment: EUR 300 million. In no case may the number of shares to be acquired exceed 30 million shares, representing approximately 4.1% of Ferrovial’s issued share capital as of the date thereof.
  • Duration: 26 August 2024 to 28 February 2025 (both inclusive).
  • Ferrovial may extend its duration in view of the prevailing circumstances and in the interest of the Company and its stakeholders.

On December 13, 2024 Ferrovial announced the extension of the August 23, 2024 program to May 30, 2025, and an increase in the maximum amount by EUR 300 million, bringing the total maximum amount to EUR 600 million.

On October 7, 2024, Ferrovial announced that, under the terms approved by the AGM, it has resolved to cancel 10,005,504 treasury shares. The cancellation of these shares became effective on December 24, 2024.

Ferrovial issued share capital amounts to EUR 7,295,599.51, represented by 729,559,951 shares of a single class with a nominal value of EUR 0.01 each, and held 7,753,399 treasury shares at December 31, 2024.

CASH DIVIDEND

On December 4, 2024, Ferrovial declared an additional interim cash dividend of EUR 0.0346 per Ferrovial share against Ferrovial’s reserves, with a total dividend amounting to approximately EUR 25 million.