ESRS G1.1 BUSINESS CONDUCT (ETHICS, TRANSPARENCY AND CORPORATE GOVERNANCE)

IRO – 1: IMPACT, RISK AND OPPORTUNITY MANAGEMENT AND ESRS G1 METRICS AND TARGETS

Disclosure requirement related to ESRS 2 IRO – 1: Description of processes for identifying and assessing material occurrences, risks and opportunities.

Ferrovial follows a structured process to identify and assess material occurrences, risks, and opportunities. This process is based on two key criteria: the location of operations and the nature of the activity.

Location plays a critical role in exposure to risks such as corruption, bribery, and irregular business conduct. Regions with weaker regulations or higher levels of corruption present a greater risk. To address this, Ferrovial conducts detailed analyses of the regulatory and social conditions in each region where it operates. In high-risk areas, additional measures such as external audits and stricter compliance controls are implemented.

Activity is another key factor. Sectors related to contract awarding, infrastructure construction, and procurement are more exposed to potential irregularities. To mitigate these risks, Ferrovial assesses each phase of the project lifecycle, focusing on procurement and supplier selection processes to ensure transparency and regulatory compliance.

GOV – 1: THE ROLE OF ADMINISTRATIVE, SUPERVISORY AND MANAGEMENT BODIES

Information related to this data point is answered in ESRS2, GOV-1.

The Compliance Program, approved and supervised by the Board of Directors, was reviewed in 2024 in preparation for Ferrovial SE’s listing on the Amsterdam Stock Exchange and the NASDAQ, adapting the policies and procedures to the legal requirements of the Netherlands and the United States, and to the standards required for listed companies in those jurisdictions.

The program includes, but is not limited to, the following internal policies and procedures: Code of Ethics and Business Conduct (Code of Ethics); Policy of the Ethics Channel and for dealing with Queries, Complaints and Reports; Anti-Corruption Policy; Compliance Policy; Due Diligence Policy with respect to Third-Party Integrity; Procedure for Due Diligence with respect to Supplier Integrity; Lobbying and Political Contributions Policy; Gifts and Hospitality Policy; Data Protection Policy; Antitrust Policy; Procedure for Approving and Tracking Patronage, Sponsorship and Donation Projects; Patronage or Donation Projects, Anti-fraud Policy and Sanctions, Export Controls and Anti-boycott Policy.

The Compliance Program is supervised by the Board of Directors through the Audit and Control Committee. The Chief Compliance Officer reports periodically to the Audit and Control Committee and at least once a year to the Board on the effectiveness of the program. The evaluation of the Program includes the review of the controls established for compliance with the Code of Ethics and Business Conduct and other regulations on Compliance. The Internal Audit Department regularly audits different aspects of the Compliance Program, including but not limited to, Ferrovial’s Compliance policies.

Ferrovial actively promotes a culture of ethics and integrity through various initiatives, including the approval and dissemination of Compliance Policies and Procedures, the deployment of compliance training courses, the publication of news related to compliance on the intranet, and in 2024 the First Global Compliance Day -with a top to bottom focus on integrity- took place in November.

The Compliance Network is now comprised of approximately 52 employees and external collaborators, representing various functions and businesses of the Company in all jurisdictions where it operates. The Compliance Network acts as a liaison between the Compliance Department and employees  in the Group; and supports the Compliance Department in the identification of risks and deployment of policies and training programs. Members of the Compliance Network also conduct investigations of reports to the Ethics Channel, as appropriate.

The Compliance Network meets regularly for the exchange of knowledge and information, benefiting from the participation in such meetings by executive leadership, including Ferrovial’s CEO, CFO and other members of the Management Committee. In 2024, Ferrovial expanded the Compliance Network to include approximately 36 Compliance Ambassadors, to support the Compliance Department with various compliance-related initiatives.

Ferrovial establishes and develops its corporate culture through a systematic approach that prioritizes ethics and integrity in all its operations. This is reflected in its Compliance Training and Awareness Plan for 2023-2024, which has the fundamental objective of promoting a culture of ethics and integrity in the organization.

1. Objectives of the Training and Awareness Plan:

• The aim of the plan is to maximize awareness of the Code of Ethics and Business Conduct, as well as the policies and procedures that support them. This ensures that all employees understand and adhere to the Company’s ethical expectations.

2. Outstanding training activities:

• Key training activities in 2024 included:
  • Training course for the Board of Directors given in October to, the 13 Board members.
  • Course on the new Code of Ethics and Business Conduct deployed in September 2024 to Group employees (5,400 employees trained, including both full-time and part-time employees).
  • A new course on Practical Information for Avoiding Retaliation in the Workplace was launched for managers and employees involved in decisions about other employees (recruiting, promotion, mobility, layoffs, disciplinary measures and others) (96 employees trained).
  • Mandatory training course on compliance fundamentals, the “Compliance Boot Camp”, continued for new employees (2,700 employees trained).
  • A Tax Compliance Course, aimed at employees with greater exposure to tax risk continued during this year ( 1,077 employees trained).
  • Anticorruption Courses: 2,178 new employees trained in 2024.

Additionally, during the year one microlearning course was launched relating to data protection (53 employees trained).

Online training plans have continued for new hires on the mandatory compliance courses, which include the courses on Code of Ethics and Business Conduct, Prohibited Conduct, Anti-Corruption and the Compliance Boot Camp, as well as training courses on cybersecurity, occupational risk prevention and data protection, among others.

3. Training Volume:

• In 2024, the total training volume was 27,073 hours (17,059 hours in 2023), adding up to a total of 49,850 hours of training in the last three years. This reflects Ferrovial’s ongoing commitment to ethics and compliance training.

Reports of Violations:

Ferrovial urges employees and third parties with whom it engages to report any violation of the Code of Ethics, other internal regulations, or applicable law to the Ethics Channel.

Ethics Channel

Ferrovial is subject to legal requirements under the national law transposing Directive (EU) 2019/1937 on the protection of whistleblowers. In compliance with these and other legal requirements, Ferrovial makes the Ethics Channel available to its employees and stakeholders, a confidential system that allows, if the senders so wishes, anonymous reporting, to facilitate the disclosure of any possible irregularity, non-compliance or behavior contrary to the law or Ferrovial’s ethics policies and procedures, especially including possible cases of fraud or corruption, anti-competitive practices, human rights violations, financial and tax matters or damage to the environment, always safeguarding their identity and with zero tolerance for any potential retaliation. This anonymity guarantees a secure and confidential channel for individuals to report concerns or misconduct, ensuring alignment with the principles and protections outlined in the Directive.

Likewise, matters related to accounting, internal accounting controls, auditing or questionable financial practices of Ferrovial SE, as well as any alleged misconduct by members of the Board of Directors, all of which are considered to be “Priority Communications” under the Ethics Channel policy, may be reported. All Priority Communications shall be managed by the Internal Audit Department and those involving actual or suspected misconduct of the Board shall be managed by the Chairman of the Audit and Control Committee.

The Ethics Channel can be accessed by telephone, post, intranet or the corporate website ( https://ferrovial.com ). In addition, reporting channels were established in certain Group companies where it was deemed appropriate.

All communications are managed objectively and diligently in accordance with the Ethics Channel Policy. Throughout the process, the rights of those involved, in particular presumption of innocence, will be respected. Likewise, Ferrovial has zero tolerance for retaliation against anyone who makes a report to the Ethics Channel in good faith or participates in the investigation thereof.

Communications to the Ethics Channel will be triaged by the Compliance Department and managed by employees in the Compliance Network who  are authorized to conduct investigations, taking into consideration geographical proximity to the sender, independence and the absence of conflicts of interest. To assist teams that may be involved in this task in their respective areas of expertise, the Compliance Department developed an  Investigations Guide. In addition, training sessions were given through the Compliance Network to ensure diligent management of all communications and respect for the people involved.

Communications shall be managed and resolved by the department determined to be the most appropriate under the circumstances, and in consideration of the geographical proximity to the Senders. Ferrovial will ensure independence and the absence of Conflicts of Interest in this process to the fullest extent possible.

The Chief Compliance Officer reports quarterly to the Audit and Control Committee, and annually to the Board of Directors, on the communications received and the steps taken in relation to them.

During 2024, a total of 181 communications were received through the different communication channels, which represents an increase of 8% compared to 167 in 2023. Of the 181 communications received, 59 (33%) were anonymous (compared to 64 (38%) in 2023), and 88 (49 %) were considered substantiated (compared to 82 (49%) in 2023). Of those substantiated, corrective measures were agreed in 99% of cases (96% in 2023).

The remediation measures adopted are mainly disciplinary actions (including termination), training programs, or changes to internal processes and procedures, all pursuant to the applicable internal procedures, collective bargaining agreements and any applicable law. Likewise, the regulations applicable in the different jurisdictions in which Ferrovial performs its activities are considered.

The Compliance Department periodically reviews communications that were already closed, to prevent possible cases of retaliation. In 2024, a new course on Practical Information for Avoiding Retaliation in the Workplace was deployed for managers and employees involved in decisions about other employees (recruiting, promotion, mobility, layoffs, disciplinary measures and others).

Employees can also report concerns to the HR Department or their direct manager.

Ferrovial also has a suggestion box set up on the Company’s intranet, managed by the HR Department, so that employees can send their suggestions and needs directly to said department.

Knowledge of and trust in the Ethics Channel are evaluated through surveys completed at the end of the mandatory training courses. The last survey was launched with the 2024 course on the Code of Ethics and the result was that 89.42% are aware of the existence of the Ethics Channel, 71.16% know how to access it, and 93.7% trust the Ethics Channel and how it is managed.

Ethical Commitment of Third Parties:

Ferrovial requires third parties, including suppliers, contractors, agents, consultants, and other business partners, with whom it engages to maintain ethical behavior in accordance with the highest standards. In each case, the third party shall approve and accept Ferrovial’s Code of Ethics and Business Conduct, the Suppliers Code of Ethics, and the Anticorruption Policy or the third party’s own policies if they are compatible with the basic principles and commitments set out in Ferrovial’s Code of Ethics and Business Conduct and Anticorruption Policy, to ensure that the relevant third parties meet the same standards of integrity as the Company. Additionally, third-party integrity due diligence is conducted in line with international best practices to ensure that Ferrovial mitigates the risk of corruption in the Company.

Commitment of Executives and Directors:

In 2024, a total of 420 managers and employees signed a Compliance Declaration, where they expressed their acceptance and knowledge of the Code of Ethics, the Compliance Policy and the Anti-Corruption Policy and they acknowledged the importance of completing training courses, as well as their obligation to report any misconduct to the Compliance Department or to the Ethics Channel. Additionally, this year the 13 members of the Board of Directors signed a Compliance Declaration in line with the above.

G1 – 2: MANAGEMENT OF RELATIONSHIPS WITH SUPPLIERS

The Company focuses on maintaining an ethical relationship with its suppliers, applying an Integrity Due Diligence Process and sharing with them the Supplier Code of Ethics and Anticorruption Policy, ensuring that suppliers share its values and principles.

In this sense, effective risk management is essential and includes the evaluation of suppliers and the implementation of appropriate measures to ensure the quality and security of supplies. Therefore, the main risks and opportunities that could affect the creation of value in the supply chain are controlled, as well as the economic, social and environmental impacts associated with the activity. For example, to mitigate the risk of supply chain disruptions, the ecosystem of critical suppliers is monitored and viable alternatives are identified to ensure continuity of supply and minimize potential negative effects.

From a general point of view, the degree of criticality of all suppliers is analyzed, where critical suppliers as those whose volume of purchases is significant from an economic viewpoint, or one whose supplies or services could imply a negative impact on business continuity in the event of an incident, either because they manufacture critical materials or equipment or are difficult to replace. Based on these criteria, at the end of 2024 in the Construction division there were 210 critical suppliers identified, of which 208 were Tier-1 and 2 Tier-2. Of these suppliers, 138 were evaluated, of which 17 were detected with potential negative impacts. Among the latter, three have an improvement plan in place while one provider is involved in training programs.

During 2024, 7,604 suppliers were evaluated (7,562 in 2023). In terms of supplier turnover, a total of 31.06% were critical suppliers (31.9% in 2023), while 96.75% came from local suppliers (96.9% in 2023).

Ferrovial has Supplier360, a platform that monitors suppliers using advanced data analytics, language processing and internet search techniques. This makes it possible to detect potential risks, whether financial, environmental, legal, labor, human rights or reputational. The platform provides additional information to that already available in the supplier databases, for the selection, contracting and monitoring phases.

In 2024, 1,378 suppliers of Ferrovial Construction were monitored, representing more than 60% of supplier turnover in Spain, the U.S. and the UK. A total of 43,500 pieces of information were collected through this tool. Likewise, the sources of information were expanded, mainly incorporating data related to compliance and ESG behavior. On the other hand, the information obtained through Supplier360 was integrated into the corporate purchasing tool, which has allowed greater visibility of the information by the entire Company.

In this sense, effective risk management is essential and includes the evaluation of suppliers and the implementation of appropriate measures to ensure the quality and security of supplies. Therefore, the main risks and opportunities that could affect the creation of value in the supply chain are controlled, as well as the economic, social and environmental impacts associated with the activity. For example, to mitigate the risk of supply chain disruptions, the ecosystem of critical suppliers is monitored and viable alternatives are identified to ensure continuity of supply and minimize potential negative effects.

From a general point of view, the degree of criticality of all suppliers is analysed, understanding a critical supplier as one whose volume of purchases is significant from an economic point of view, or one whose supplies or services could imply a negative impact on business continuity in the event of an incident. either because they manufacture critical materials or equipment or are difficult to replace. Based on these criteria, at the end of 2023 in the Construction division there were 216 critical suppliers identified, of which 214 were Tier-1 and 2 Tier-2. Of these suppliers, 130 were evaluated, of which seven were detected with potential negative impacts. Among the latter, three have an improvement plan in place while one provider is involved in training programs.

The company focuses on maintaining an ethical and responsible relationship with its suppliers, applying a Integrity Due Diligence Process and sharing with them the Supplier Code of Ethics and Anticorruption Policy, ensuring a relationship with suppliers who share its values and principles. It is essential to build long-lasting relationships with strategic suppliers to achieve a comprehensive approach in line with corporate objectives and find synergies in your supply chain. For this reason, Ferrovial is committed to the continuous improvement of its processes, as well as to the achievement of environmental, social and ethical objectives through its purchases, which implies considering not only economic aspects, but also ESG impacts.

Ferrovial does not have a specific supplier payment policy; however, it ensures compliance with the payment terms established in contractual agreements and the applicable legislation in each country where it operates, maintaining responsible and transparent business relationships.

G1 – 3: PREVENTION AND DETECTION OF CORRUPTION AND BRIBERY

The Company makes compliance policies available to its employees on the intranet. The main corporate compliance policies are also available on Ferrovial’s website. Additionally, training courses on these policies are offered regularly. For their part, suppliers who offer services to the Company receive the Supplier Code of Ethics and the Anti-Corruption Policy, so that they are aware of and apply them.

The approval of the new Code of Ethics and Business Conduct and related policies was published on the intranet and website and a news item was published on Ferrovial’s intranet to inform employees about the importance of reading and applying the Code and policies in their day-to-day activities.

Ferrovial’s Anti-Corruption Policy establishes rules to regulate the behavior of employees, executives and directors of the Group, as well as the third parties with which it interacts. The policy is governed by the principle of “zero tolerance” for any practice that could be considered bribery or corruption and requires compliance with all applicable anti-corruption laws. The policy also requires the reporting of any violations of the policy or other misconduct. The Policy requires that third parties approve and accept Ferrovial’s Code of Ethics and Business Conduct and the Anticorruption Policy or the third party´s own policies if they are compatible with the basic principles and commitments set out in Ferrovial’s Code and Anticorruption Policy to ensure third parties meet the same standards of integrity and ethics as the Company.

Ferrovial requires ethical behavior in accordance with the highest standards from the third parties with which it interacts. To that end, a third party integrity due diligence procedure is followed, in line with international best practices.

Certain positions and functions have been identified as higher risk of corruption and bribery. Among the priorities of the company’s Training Plan is raising employee awareness of these risks, especially in relation to criminal acts such as corruption and bribery:

1. Employees with relations with public administrations: Employees who interact directly with public administrations are exposed to situations where bribery risks may arise. This includes those who participate in tenders or government contracts.
2. Employees engaged in negotiations with third parties: Employees involved in negotiations with third parties, such as suppliers or business partners, are also susceptible to corruption risks.
3. Employees of the Procurement Department: This department is a critical area, as employees who manage the procurement of goods and services have a high level of interaction with suppliers and may be in positions where corruption is a potential risk.

To address these risks, specific policies were issued, including the Anti-Corruption Policy, the Gifts & Hospitality Policy, the Lobbying and Political Contributions Policy, the Due Diligence Policy with Respect to Third Party Integrity, the Procedure for Due Diligence with Respect to Supplier Integrity and the Supplier’s Code of Ethics, among others. In addition, training courses have been designed for awareness and practical implementation of these policies and functions-at-risk, concluding that all of them are covered by this training programs.

The Company also makes Ethics Channel available to its employees and stakeholders, to facilitate the reporting of any possible irregularity, non- compliance or behavior contrary to Ferrovial’s Code of Ethics and Business Conduct and related policies, or applicable law. Likewise, matters related to accounting, internal accounting controls, auditing or questionable financial practices of Ferrovial, as well as any alleged misconduct by Board members, may be reported.

The Chief Compliance Officer reports quarterly to the Audit and Control Committee, and annually to the Board of Directors, on the communications received and the steps taken in relation to them.

The company makes the Compliance policies available to its employees on the intranet, for their reading and knowledge. The main corporate compliance policies are also available on Ferrovial’s website. Additionally, training courses on these policies are organized regularly. In 2024, a total of 418 executives signed a Compliance Declaration, where they express their acceptance and knowledge of the Code of Ethics, the Compliance Policy and the Anti-Corruption Policy, they assure the importance of fulfilling training courses, as well as their obligation to report any non-compliance to the Compliance Department or through the Ethics Channel. Additionally, this year the 13 members of the Board of Directors signed a Compliance Declaration in line with the above.

Ferrovial implemented several key actions to prevent corruption and bribery, reinforcing its commitment to ethical conduct and compliance across all operations. The Company established a comprehensive Compliance Program, which includes the Code of Business Ethics, the Crime Prevention Model, and the Anti-Corruption Policy. These initiatives are designed to promote adherence to legal and ethical standards among employees, suppliers, and partners.

Key Actions Taken:

• Code of Business Ethics: Ferrovial updated its Code of Business Ethics to provide clear guidelines on ethical behavior, emphasizing the prohibition of corruption and bribery. This code is applicable to employees and stakeholders globally.
• Crime Prevention Model: The Company reinforced its Crime Prevention Model, which identifies potential risks related to corruption and establishes protocols to mitigate them. This model is integrated into the Company’s operations to ensure compliance with legal requirements.
• Anti-Corruption Policy: Ferrovial’s Anti-Corruption Policy outlines the Company’s zero-tolerance stance on corruption and bribery. It mandates regular training for employees to recognize and prevent corrupt practices.
• Ethics Channel: The Company maintains an Ethics Channel, a confidential system that allows employees and stakeholders to report any unethical behavior or violations of the Code of Business Ethics, safeguarding their identity and preventing retaliation.

Planned Future Actions for the:

Ferrovial plans to continue enhancing its compliance framework by:

• Regular Training: Implementing ongoing training programs to educate employees and partners on anti-corruption policies and ethical standards.
• Monitoring: Conducting regular audits and assessments to ensure adherence to compliance policies and identify areas for improvement.
• Policy Updates: Continuously reviewing and updating policies to align with evolving legal requirements and best practices in anti-corruption measures.

Scope of Actions:

These actions cover all of Ferrovial’s operations, including its upstream and downstream value chains, across all geographies where the Company operates. The initiatives are designed to impact all stakeholder groups, including employees, suppliers, partners, and clients.

Time Horizons:

• Short-Term (2023-2024): Implementation of enhanced training programs and initiation of regular audits.
• Medium-Term (2024-2026): Comprehensive review and update of compliance policies and procedures.
• Long-Term (2026 and beyond): Sustained monitoring and continuous improvement of the compliance framework.

Remediation Actions:

In cases where violations occur, Ferrovial is committed to taking appropriate remedial actions, which may include disciplinary measures, policy revisions, and cooperation with authorities to address and rectify any harm caused by unethical conduct.

Progress from Prior Periods:

Building upon previous efforts, Ferrovial strengthened its compliance program by updating key policies and enhancing reporting mechanisms. The Company also increased engagement with stakeholders to promote a culture of integrity and transparency.

G1 – 4: CONFIRMED INCIDENTS OF CORRUPTION OR BRIBERY

Ferrovial has not received any convictions or fines for violations of anti-corruption and anti-bribery laws.

G1 – 6: PAYMENT PRACTICES

Ferrovial strictly complies with the payment terms established by national regulations in the countries where it operates, ensuring fair and transparent business relationships with its suppliers. The Company is firmly committed to business ethics and sustainability within its supply chain, guaranteeing that payments are made within the contractual and legal deadlines set in each jurisdiction.

Ferrovial does not distinguish between categories of suppliers, and applies the same standard payment terms.

The following table provides detailed information on payment terms in the countries where Ferrovial calculates the payment practices, coinciding with the countries that have the greatest market presence, providing a representative sampling and reflecting its commitment to financial responsibility and regulatory compliance. Out of the countries mention below, all of the payments are aligned with the standard practices.