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Ferrovial

Investor Presentation May 17, 2024

6257_rns_2024-05-17_0cfba881-35b7-41c1-8f53-38836d0dbf74.pdf

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Investor Presentation Equity Story & Fact Book

1

May 2024

DISCLAIMER

This presentation and any accompanying oral presentation (together, the "presentation") has been prepared by Ferrovial SE (the "Company", "we" or "us" and, together with its subsidiaries, the "Group"). By accessing/attending this presentation, you acknowledge thatyou have read and understood the following statements.

Forward-Looking Statements

This presentation includes certain statements, expectations, estimates and projections provided by the Company and certain other sources believed by the Company to be reliable, and statements of the Company's beliefs and intentions about future events. The statements included in this presentation that are not statements of historical facts, including, but not limited to, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "aim," "target," "project," "contemplate," "believe," "estimate," "predict," "potential," or "continue," or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Such statements, expectations, estimates and projections reflect various assumptions by the Company concerning anticipated results and are subject to significant business, economic and competitive uncertainties and contingencies, and known and unknown risks, many of which are beyond the Company's control and are impossible to predict. Accordingly, there can be no assurance that such statements, expectations, estimates and projections will be realized. Any forecast made or contained herein, and actual results will likely vary, and those variations may be material. The Company makes no representation or warranty as to the accuracy or completeness of such statements, expectations, estimates and projections contained in this presentation or that any forecast made orcontained herein will be achieved.

Our forward-looking statements are subject to certain risks and uncertainties, which include, but are not limited to, the following:

  • risks related to our diversified operations;
  • risks related to our acquisitions, divestments and other strategic transactions that we may undertake, including the planned divestment of our stake in Heathrow airport;
  • the impact of competitive pressures in our industry and pricing, including the lack of certainty of winning competitive tender processes;
  • general economic conditions and events and the impact they may have on us, including, but not limited to, increases in inflation rates and rates of interest, increased costs for materials and labor, cybersecurity attacks, other lingering impacts resulting from COVID-19, and the Russia/Ukraine conflicts;
  • our ability to obtain adequate financing in the future as needed;
  • our ability to maintain compliance with the continued listing requirements of the stock exchanges on which our ordinary shares are listed and traded;
  • lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be subjected to and are required to report;
  • our strategic business reorganizations may not occur as expected;
  • our ability to comply with our ESG commitments;
  • impact of any changes in existing or future taxregimes or regulations; and
  • other risks and uncertainties, described under the heading "Risk Factors" in the Company's annual reports, available at www.ferrovial.com.

In addition, certain industry data and information contained in this presentation has been derived from industry sources. The Company has not undertaken any independent investigation to confirm the accuracy or completeness of such data and information, some of which may be based on estimates and subjective judgments. Accordingly, the Company makes no representation or warranty as to such accuracy or completeness.

This presentation speaks only as of today's date, and, except as required by law, the Company does not undertake to update any forward-looking statements to reflect future events or circumstances.

Non-IFRS Financial Measures

This presentation may contain references to financial measurements that are supplemental to the Company's financial performance as calculated in accordance with the International Financial Reporting Standards ("IFRS"). These non-IFRS financial measures may include Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Comparable or "Like-for-like" ("LfL") Growth, Fair Value Adjustments, Order Book, Consolidated Net Debt, and Ex-Infrastructure Liquidity. We believe these non-IFRS financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and liquidity with that of other companies in our industry. Our management uses these measures to evaluate our operating performance, liquidity and capital structure. The methods we use to produce these non-IFRS financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with IFRS.

Industry and Market Data

This presentation has been prepared by the Company and includes market data and other statistical information sourced from publicly available information about the Group, its projects, and third-party sources. Although the Company believes that these sources are reliable as of their respective dates, it has not independently verified the accuracy or completeness of this information. Some data is also based on the Company's good faith estimates, which are derived from both the internal sources and the thirdparty sources described above.

Reference to consensus figures are not based on the Company's own opinions, estimates or forecasts and are compiled and published without comment from, or endorsement orverification by, the Company. By referencing consensus figures, the Company does not imply that it endorses, confirms or expresses a view on the consensus figures. The consensus figures are provided for informational purposes only and are not intended to, nor do they, constitute investment advice or any solicitation to buy, hold or sell securities or other financial instruments. No warranty or representation, either express or implied, is made by the Company or its directors, officers and employees, in relation to the accuracy, completeness or achievability of the consensus figures and, to the fullest extent permitted by law, no responsibility or liability is accepted by any of those persons in respect of those matters.

Additional Information

The Company is subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, applicable to foreign private issuers and in accordance therewith is required to file reports and other information with the SEC relating to its business, financial condition, and other matters. The Company's filingscan be accessed by visiting EDGAR on the SEC's website at http://www.sec.gov.

1 EQUITY STORY

  • Business Model
  • Why Ferrovial?
  • Looking ahead

One of North America's leading road and airport infrastructure companies

12% Total Shareholder Return1 (10yr CAGR)

\$27B Market Cap As of Dec. 31, 2023

BBB

Investment grade 2 Stable outlook

80% equity value in North America 3

24,799 employees As of Dec.31, 2023

22 years present in Dow Jones Sustainability Index

(1) Total Shareholder Return (TSR): calculated considering dividends received and change in share price. Bloomberg data as of December 31, 2023.

4

(2) Parent company. Fitch and S&P ratings.

4 (3) Analysts' consensus as of December 2023. Valuations are based on external assumptions and expectations.

Ferrovial's stock price has outperformed major indices over the last 10 years TOTAL SHAREHOLDER RETURN1

(1) Total Shareholder Return (TSR): calculated considering dividends received and change in share price. Bloomberg data as of December 31, 2023.

Long-term value creation underpinned by a growing portfolio of infrastructure assets TRANSFORMATION INTO A LEADING INFRASTRUCTURE DEVELOPER

(1) Analysts' consensus as of December 2023. Valuations are based on external assumptions and expectations.

(2) Calculated as the total analysts' consensus valuation from infrastructure assets divided by the total analysts' consensus valuation.

Business model

INTEGRATED PLATFORM TO DEVELOP INFRASTRUCTURE PROJECTS WITH HIGH VALUE CREATION

Develop and operate innovative, efficient and sustainable infrastructure projects with high value creation for stakeholders

Unique infrastructure assets in North America

Why

Growth in new greenfield projects in North America

Value creation in selected projects in other countries

Solid cash flow generation and financial discipline

VALUE CREATION IN SELECTED PROJECTS IN OTHER COUNTRIES SOLID CASH FLOW GENERATION & FINANCIAL DISCIPLINE

Unique infrastructure assets in North America

TOP PERFORMING REGIONS » Present in areas with strong economic growth (above US/Canada average)

(1) Ministry of Finance of Ontario.

  • (2) Statista.
  • (3) City of New York.

(4) Average time to maturity calculated as weighted value, based on analyst´s consensus as of December 2023. Valuations are based on external assumptions and expectations.

GROWTH IN NEW GREENFIELD PROJECTS IN NORTH AMERICA Why

VALUE CREATION IN SELECTED PROJECTS IN OTHER COUNTRIES SOLID CASH FLOW GENERATION & FINANCIAL DISCIPLINE

10

High degree of freedom to set prices

UNIQUE INFRASTRUCTURE ASSETS IN NORTH AMERICA

  • (1) CPI growth calculated as the average yearly growth of the consumer price index in Canada (2014-2023) and United States (2019-2023), respectively.
  • (2) CAGR calculated as Dec.2019 vs. Dec.2023 monthly revenue/transaction.
  • (3) Total dividends distributed, of which CAD 411 million (EUR 281 million) corresponded to Ferrovial.
  • (4) Non-IFRS financial measure. For a definition and reconciliation to the most directly comparable IFRS measure, refer to the Alternative Performance Measures section of Ferrovial's 2024 Integrated Annual Report, available at www.ferrovial.com. (5) Total dividends distributed, of which USD 429 million (EUR 397 million) corresponded to Ferrovial

UNIQUE INFRASTRUCTURE ASSETS IN NORTH AMERICA

VALUE CREATION IN SELECTED PROJECTS IN OTHER COUNTRIES SOLID CASH FLOW GENERATION & FINANCIAL DISCIPLINE

Best-in-class capabilities to pursue sizeable project pipeline

UNIQUE INFRASTRUCTURE ASSETS IN NORTH AMERICA GROWTH IN NEW GREENFIELD

VALUE CREATION IN SELECTED PROJECTS IN OTHER COUNTRIES SOLID CASH FLOW GENERATION & FINANCIAL DISCIPLINE

India: Great prospects with a great player

  • » In-house EPC capabilities to develop greenfield projects
  • » One of the largest highway infrastructure players in India with a 26-project portfolio and footprint in 12 states
  • » Ferrovial holds a 24.9% stake in IRB Infrastructure Developers and has agreed to acquire a 24.0% stake in IRB Infrastructure Trust.

INDIA expected world's 3rd economy by GDP by 2027-282

  • » Economy with high long term growth prospects
  • » Population growth expected to lead to the largest middle classin the world
  • » One of the biggest toll road concession markets in the world

+600M3 (1) Dec. 28, 2023 closing price vs entry price. Entry price for Sensex assumed to be as of market close on Nov. 26, 2021 (approx. date when IRB's entry price was set). (2) CAGR. World Economic Outlook (International Monetary Fund. October 2023).

(3) People Research of Indian Consumer Economy (PRICE), The rise of Indian middle class (July 2023). (4) India Ministry of Road Transport and Highways.

12

UNIQUE INFRASTRUCTURE ASSETS IN NORTH AMERICA GROWTH IN NEW GREENFIELD PROJECTS IN NORTH AMERICA Why

VALUE CREATION IN SELECTED PROJECTS IN OTHER COUNTRIES SOLID CASH FLOW GENERATION & FINANCIAL DISCIPLINE

Future cash flow generation levers

Why

UNIQUE INFRASTRUCTURE ASSETS IN NORTH AMERICA GROWTH IN NEW GREENFIELD PROJECTS IN NORTH AMERICA

VALUE CREATION IN SELECTED PROJECTS IN OTHER COUNTRIES SOLID CASH FLOW GENERATION & FINANCIAL DISCIPLINE

Cash flow growth to fund investments and shareholder distributions1

CAPITAL ALLOCATION CRITERIA

Execute committed investments in ongoing projects

Committed to BBB rating

New equity investments

  • » Top priority: express lanes projects in the US
  • » Other with lower exposure and recycling capital through asset rotation
    • Asset specific airport opportunities with capex needs
    • Toll road investments in India and other geographies
    • Other (i.e. energy transition projects)

Investing for growth while keeping sound shareholder distributions1 . The latter would increase if capital is not deployed

  • (1) Dividends and buybacks.
  • (2) Equity and dividend figures include toll road and airport infrastructure assets only.
  • (3) Multiple of money (MoM) is measured as the total amount of equity invested in the US Express Lanes during the relevant period (2014-2023) divided by total equity value as of the end of the period (2023). Analysts' consensus as of December 2023. Valuations are based on external assumptions and expectations.

OVER THE PAST 10 YEARS2:

(2014-2023)

€5.0B

Dividends from infrastructure assets

€4.8B Shareholder distributions1

€1.4B

Infrastructure assets rotation €3.0B

Equity invested in infrastructure assets

53%

6x MoM3

of equity invested in US Express Lanes

on equity deployed in US Express Lanes

Looking ahead

» GROWTH SUPPORTED BY BEST-IN-CLASS ASSETS IN PRIME LOCATIONS

» UNIQUE POSITION TO CAPTURE GROWTH FROM VALUE ACCRETIVE PIPELINE

Any proceeds from a potential divestment of Heathrow3 expected to be used for investments and shareholder distributions

(1) Dividends excluding Heathrow. (2) Dividends and share buybacks.

(3) On November 28, 2023, we announced the planned divestment of our stake in Heathrow airport. For further details on this potential divestment, see Ferrovial, Ferrovial announces agreement to sell its stake in Heathrow, subject to certain rights of other shareholders, available at https://newsroom.ferrovial.com/en/press_releases/ferrovial-announces-agreement-to-sell-stake-heathrow/.

16 Fact Book

Toll Roads Airports Construction

Debt structure

Cash Flow details Historical financial data

TOLL ROADS

18

TOLL ROADS

Complex infrastructure projects with pricing flexibility, long duration and located in highly congested urban areas

21
CONCESSIONS
ACROSS 10
COUNTRIES1
81%
OF FERROVIAL'S
€3.8B
DIVIDENDS
83%
93%
REVENUES
ADJ. EBITDA
EQUITY VALUE2 RECEIVED
2014-2023
US ASSETS' CONTRIBUTION TO TOLL
ROADS 2023 RESULTS

(1) Figures as of Dec. 2023. Asset count excludes IRB's concessions. (2) Analysts' consensus valuation as of Dec. 2023.

19

407 ETR

Toronto (Canada)

Asset overview TOLL ROADS | 407 ETR

A congestion-free toll road in the heart of Greater Toronto Area1

  • » 407 ETR is located in Toronto, Canada. It stretches from Burlington (in the West) to Pickering (in the East).
  • » A fast-growing area in Canada's largest economic hub.
  • » Greater Toronto and Hamilton Area (GTHA) is the 6th largest metropolitan area in North America.
  • » GTA population is expected to grow from 7.2mn in 2022 to 10.5mn in 2046.
  • » Ontario GDP is expected to grow +5.3% over the next 3 years.
  • » 40% of traffic has 407 ETR as its preferred alternative. 2

407 ETR avg rush hour speed was 29 mph higher than any other alternative in 2023 3

(1) Data on GTHA as of Dec 2023, source: https://www.ontario.ca (3) FER analysis based on data from INRIX, PM peak workday.

Shareholders: 43.23% Cintra – 50.01% CPPIB - 6.76% Atkins Realis

  • » 108 km (67 miles) with 24 segments.
  • » Runs parallel to the 401, one of North America's most congested highways.
  • » 99-year concession term. Opened in 1999.
  • » 74 years remaining to maturity (2098).
  • » Free flow, fully electronic with 198 entry-exit points.
  • » Has flexibility to set tolls by segment and time of day to manage traffic.

TOLL ROADS | 407 ETR

Historical financial figures

Pricing framework & revenue structure TOLL ROADS | 407 ETR

407 ETR has flexibility to set toll rates

  • » Flexible tolling regime designed to provide congestion relief in the corridor.
  • » Rates are structured to keep 407 ETR fast, safe and reliable.
  • » Flexibility to charge different tolls for each segment, direction and time with no cap.
  • » Toll rate changes can be introduced at any time, with a one-month notice to the MTO (Ministry of Transportation of Ontario) is required.
  • » Toll increases aimed to minimize future regulated congestion payments (Schedule 22).

Revenue structure

  • » Trip Toll Charge is applied for each trip in addition to the per kilometer charge. (Light vehicles \$1, Heavy vehicles \$2, Heavy Multiple Unit Vehicles \$3). The Heavy Vehicle per Km rate for vehicles over 5,000 Kg (large trucks and buses).
  • » Camera Charge fee per trip is added when a vehicle travels without a valid transponder. Unrecognizable plate charge is also plus tolls, each time the vehicle uses the highway.

FEE REVENUES (approx. 8% of total):

» Include monthly transponder lease fees and annual transponder lease fees relating to the maintenance, billing of non-transponder customer accounts, late payment charges, enforcement fees for past due amounts and service fees related to tolling, billing and backoffice services.

407 ETR Complete Fee Details | 407 ETR

23

TOLL ROADS | 407 ETR

Congestion Payment (Schedule 22)

» The Contract1 includes payments to the Province if traffic levels remain below contract-set minimum relief traffic thresholds. If two conditions are met:

  • » TOLL RATES: Standard rate (toll rate) > Tariff threshold
  • » TRAFFIC: Average segment flow rate (Traffic Level) < Traffic Threshold
  • » Calculated annually on a per segment basis

Force Majeure Event

  • » The Ministry of Transportation of Ontario (MTO) determined that pandemic (COVID-19) was a Force Majeure event. No congestion payments were due during Force Majeure. The event applied until/the earlier of:
    • Traffic in 407 ETR & main interchangesreached 2017-19 avg traffic levels
    • There was an increase in toll rates for any segment of the 407ETR
  • » On Dec. 29, 2023, 407 ETR announced a new rate schedule that came into effect on Feb. 1, 2024, ending the Force Majeure Event
  • » Congestion payment (if applicable) will be based on 2025 traffic figures, with cash payment in April 2026
  • » Calculation is based on "peak of the peak": 2h with highest VKTs in all business days and then, the average of the 60% busiest days (see example on the right). Peak traffic during 2023 has recovered at slower pace
  • » Compound effect on revenues and future growth expected to be NPV positive even with expected material Schedule 22 payments in the first years

Schedule 22 Payment Example Calculation

2 x ANNUAL SEGMENT TARIFF REVENUES x % TRAFFIC UNDER TRAFFIC THRESHOLD

Determining Traffic Threshold (TT)

Compute BSFR (Base segment flow rate): was set in 2002 at 95% of 2002 ASFR ((e.g. at 4,937) Determine Annual Increase: The annual increase is determined as:

  • » 3% of the BSFR if the prior year Traffic Threshold < 900 *UNCL
  • » 2% of the BSFR if 900*UNCL<TT prior year <1200*UNCL
  • » 1% of the BSFR if 1200*UNCL< TT prior year <1500*UNCL
  • » 0% of the BSFR if TT prior year >1,500 *UNCL

UNCL = Ultimate Number of Core Lanes

Traffic Threshold calculation: Current year TT= Prev. year TT + Annual increase * BSFR Example for a segment with 5UNCL growing at 1%: 2019 TT = 2018 TT (6,270) + 1%*4,937 = 6,319

Computing ASFR (Average Segment Flow Rate)

    1. Determine Peak Hours: For each segment-direction, select the 2 hours for which the sum of hourly VKT in all business days in the 12-month period (prior calendar year) was highest. The selected two 1-hour periods may be discontinuous.
    1. Once we have selected 2 peak hours, we make the following steps for each business day:
  • » STEP 1: Segment VKT for each Peak Hour (sum VKT for each Peak Hour selected)
  • » STEP 2: Segment Flow Rate for each Peak Hour = VKT for each Peak Hour / Segment Length
  • » STEP 3: The average Segment Flow Rate (ASFR) for each day = (Seg Flow Rate Peak Hour 1+ Seg Flow Rate Peak Hour 2 )/2
    1. Now, there is an ASFR per business day Segment ASFR
  • » Rank them (from + traffic to traffic) and select the 60% busiest days the average of those days is the ASFR for the segment

  • ASFR of the segment vs. traffic threshold (ASFR / TT) if it's < 1 segment is below the TT (S22 payment applies)

Example of Calculation for a segment: ASFR for Segment X was 0.9% below the Traffic Threshold. » Segment X reached revenues of \$90mn

Example: 0.9% x 2 x \$90mn = \$1.8mn

(1) See 407 ETR Schedule 22 to Concession Agreement, available at https://407etr.com/documents/sales/Schedule_22.pdf, for further information Note: Schedule 22 paid twice in 20 years, CAD28.7k in 2003 (0.01% 2003 revenues) and CAD1.8mn in 2019 (0.12% 2019 revenues).

TOLL ROADS | 407 ETR

Dividends & Financial Structure

EQUITY Total / Disbursed \$804.6 m/ 100%
DIVIDENDS Total / Cintra 10.9bn/4.8 bn
DSCR Lock up 1.35X
RATINGS S&P "A" (Senior Debt)
"A-" (Junior Debt)
"BBB" (Subordinated Debt)
DBRS "A" (Senior Debt)
"A low" (Junior Debt)
"BBB" (Subordinated Debt)
DEBT Total Principal \$10,602 m
Weighted Avg Rate 4.20%
SENIOR DEBT Principal \$9,289 m
Interest Rate 4.06%
Maturity 2023-2053
Principal \$1,149 m
SUB DEBT Interest Rate 4.92%
Maturity 2028-2036
JUNIOR DEBT Principal \$164 m
Interest Rate 7.13%
Maturity 2040
Principal \$800 m
SYNDICATED Interest Rate Drawn BA + 80pbs
CREDIT FACILITY Interest Rate Undrawn 16 pbs
Maturity 2026

NET DEBT (CADmn)

BOND MATURITY

SCHEDULE

(CADmn)

54% of debt maturing in more than 15 years.

Mandatory capacity improvements TOLL ROADS | 407 ETR

Expansion requirements: Schedule 22, Article 4

  • » An Expandable Segment is defined as a segment that has not reached its Ultimate Number of Core Lanes and the Lane Flow Rate exceeding 1,700 vehicles during a Peak Hour for more than 125 Hours in a calendar year
  • » The designated Expandable Segment each year is defined as the Segment with the highest average Lane Flow Rate during all Peak Hours in the prior calendar year
  • » Each calendar year, the Concessionaire shall determine if there is any Expendable Segment. Any Expandable Segment and the Corresponding Segment shall be widened by at least one core lane within a 2-year period

Expansion progress

  • » East (15 km) and west (24 km) extensions were completed in 2001
  • » 315 lane-kilometers added since the extensions were completed
  • » 12% remaining road capacity can be increased until Ultimate Capacity

Public information TOLL ROADS | 407 ETR

SEDAR- System for Electronic Document Analysis and Retrieval

WEB PAGE: https://www.sedar.com/

Information

  • » SEDAR is an electronic filing system that allows listed companies to report their securities-related information with the authorities concerned with securities regulation in Canada.
  • » SEDAR is the Canadian equivalent of the SEC's EDGAR, the U.S. electronic system for filing securities information.
  • » More information is available in the 407 ETR webpage.

Reported information

  • » Certification of Annual Filings (CEO and CFO)
  • » Certification of Interim Filings (CEO and CFO)
  • » Annual Information Form
    • o Corporate structure
    • o General development of business
    • o Capital structure
    • o Others
  • » Audited annual financial statements
  • » Auditor's consent letter
  • » Calculation of earnings coverage
  • » Interim financial statements report
  • » Quarterly Information MD&A News releases
  • » Other specific forms.

US Express Lanes

28

Asset description (I) TOLL ROADS | US MANAGED LANES

  • » A solution to congestion on existing urban corridors through active management of newly added capacity through dynamic pricing
  • » Every driver has the option to pay for a fast, reliable trip everyday
  • » Dynamic pricing guarantees minimum level of service. Tolls are designated to ensure a fast and reliable trip
  • » Free Flow, fully electronic tolling: no booths/ no queues

Express toll way within an existing highway

Asset description (II) TOLL ROADS | US MANAGED LANES

North Tarrant Express (NTE)
DFW, TEXAS
Lyndon B Johnson (LBJ)
DFW, TEXAS
North Tarrant Expres (NTE35W)
DFW, TEXAS
I-77
CHARLOTTE, NORTH CAROLINA
I-66
NORTHERN VIRGINIA
SHAREHOLDER
STRUCTURE
Cintra Share - Global Consolidation 62.97% 54.60% 53.67% 72.24% 55.70%
Others: 37.03% Meridiam 28.33% APG
17.07% Meridiam
28.84% APG
17.49% Meridiam
24.58% John Laing
3.18% Aberdeen
29.75% Meridiam
14.55% APG
GENERAL DATA Concession Term 2009-2061 (52 years) 2009-2061 (52 years) 2013-2061 (48 years) 2014-2069 (55 years) 2016-2066 (50 years)
Operations Term 2014-2061 (47 years) 2015-2061 (46 years) 2018-2061 (43 years) 2019-2069 (50 years) 2022-2066 (44 years)
Highway Length 13.3 miles 13.25 miles 16.8 miles 25.9 miles 22.5 miles
Segments 2 segments 3 segments 3 segments 7 segments 3 segments
Managed Lanes (MLs) /
General Purpose Lanes (GPLs)
2 ML per direction (1)
2-3 GPL per direction(1)
2-3 ML per direction
4-5 GPL per direction
2 ML per direction
2 GPL per direction
1-2 ML per direction
2-4 GPL per direction
2 ML per direction
3 GPL per direction

Asset description (III) TOLL ROADS | US MANAGED LANES

NTE – LBJ – NTE 35W - DALLAS, TEXAS I-77 - NORTH CAROLINA I-66, NORTHERN VIRGINIA
DYNAMIC TOLLING Price adapts on real time with potential toll rate changes
every 5 min
Price adapts on real time with potential toll rate changes
every 5 min
Price adapts on real time with potential toll rate changes
every 3 min
TOLL RATES & PRICE CAP Freedom to set toll rates below the soft cap.
Soft Cap: \$1.09/mi pegged to US CPI. (updated 2024)
Toll rates will go up above soft cap (Mandatory Mode), under
certain traffic conditions, in order to guarantee a minimum
level of service.
Freedom to set toll rates. No cap.
Must
notify
NCDOT
30
days
before
increasing
the
min
or
max
rate for any segment.
Freedom to set toll rates. No cap.
MINIMUM SPEED 50 mph 45 mph 55 mph
SPEED LIMIT 75 mph express lanes
70mph LBJ general purpose lanes
65mph NTE general purpose lanes
70 mph express lanes
65 mph general purpose lanes
70 mph express lanes
65 mph general purpose lanes
PERMITTED VEHICLES Light & Heavy vehicles Light vehicles
Extended Vehicles:
I-77 in partnership with North Carolina DoT started a pilot
until Sept-24, allowing more types of vehicles to use I-77.
These new classification includes larger two-axle vehicles
and vehicles pulling single-axle trailers.
Light & Heavy vehicles
HEAVY PRICE VS LIGHT 2x to 5x
Heavy vehicles pay a fixed multiplier of the price on the sign,
which is determined by their vehicle classification.
Up to 4.0x Freedom to set multipliers
3+ axle vehicles: minimum toll factors of 5x at peaks & 3x at
off peaks.
HIGH OCCUPANCY VEHICLE (HOV) 50% discount for HOV 2+
TxDot assumes this discount (No risk for concession)
Free HOV 3+ Free HOV 3+
COLLECTION RISK rd party (NTTA)
3
rd party (NCTA)
3
Video collection risk only

NTE | LBJ | NTE 35W Dallas Fort-Worth

Overview TOLL ROADS | NTE, LBJ & NTE 35W

SIGNIFICANT LOGISTICS DEVELOPMENTS IN THE REGION Best driving experience in Dallas-Fort Worth

  • » DFW is a metroplex with a widespread population and multiple employment centers
  • » The area is ranked 1st in the US for absolute population growth1
  • » Estimated population growth in the North and West expected to stress the already congested network
  • -
    -

Historical Financial Figures TOLL ROADS | NTE, LBJ & NTE 35W

Pricing Framework TOLL ROADS | NTE, LBJ & NTE 35W

Toll rate mechanism

Soft Cap: The TEXpress Lanes operate with a soft toll cap per mile pegged to US National CPI-U.

Under the Cap, Dynamic Mode: Total freedom to charge any amount below the soft cap. Tolls set in real time and updated every 5 minutes.

Over the Cap, Mandatory Mode: In order to guarantee a minimum level of service, the contract allows for tolls to exceed the soft cap until traffic conditions improve. There is no upper limit. The cap can only be exceeded if:

  • Speeds on the managed lane fall below 50 mph.
  • Or Volumes on the ML exceed 3300 PCE/HR on a 2-lane section or 5,100 PCE/HR on a 3-lane section.

Fee structure: Price on sign * Truck Multiplier * HOV Discount * Video Surcharge

TAG (PRE-PAID): If vehicle is equipped with an electronic tag driver will pay the price on the sign and no additional fees.

EXEMPT VEHICLES: Police, buses, concession-owned vehicles and first responders drive for free.

Truck Multiplier: Pay a fixed multiplier of the price on the sign based on vehicle classification.Multiplier 2xto 5x.

VIDEO (surcharge): If vehicle has no tag or an invalid tag, driver will pay the toll amount plus a 50% premium. Since July 1, 2023, NTE and LBJ driver will paythe toll amount plus a 100% premium.

HOV Discount: pre-declared HOV's are entitled to a 50% discount in the peak hours. Reimbursed to the concession by TxDOT.

Toll Collection: A transaction file is sent to NTTA and payment is received from them, net of their fees, 2-3 days after. TxDOT reimburses the concession with the HOV subsidy.

(1) Toll rate cap at 2024

Revenue Structure TOLL ROADS | NTE, LBJ & NTE 35W

Toll revenues(approx. 99% of total revenues):

  • » NTTA (North Texas Tollway Authority) bills customers and performs collection services on behalf of the Concession Company with collection risks fully borne by NTTA, which pays within 2-3 business days after the transaction files are received from the Concession Company.
  • » The Concession Company invoice TxDot for 50% of the cost of HOV that was not billed to the users.

Other revenues(lessthan 1% of total revenues):

» Consists of reimbursements for accident-related damages.

TOLL ROADS | NTE, LBJ & NTE 35W

Contractual payments to the Department of Transportation (DOT)

  • » Requirement under the Concession Agreement.
  • » Compares cumulative actual revenues with "Revenue Bands" defined at Financial Close.
  • » Progressive sharing (from 0% to 75%) of cumulative actual revenue that exceeds such bands.
  • » If the operating period in the first or last calendar year is less than a full calendar year, the applicable amounts of the Revenue Band floors and ceilings will be adjusted pro rata based on the number of operating days1 .

More Information:

Revenue share Refinancing gain

  • » TxDOT's right to a portion of any Refinancing Gain, and to a potential gain from an Initial Financing.
  • » Calculation Methodology: Net Present Value (NPV) of the variance between the dividends of the prerefinancing structure and that of the new financial structure at the refinancing date. In the event of a positive NPV, a certain percentage of the gain will be shared with TxDOT.

PERCENTAGE SHARING:

  • » NTE: 75% of any Refinancing Gain from a Refinancing using credit assistance under the TIFIA and PABS commitment and 50% of any other Refinancing Gain.
  • » LBJ: 75% of any Refinancing Gain from a Refinancing using credit assistance under the TIFIA and PABS commitment and 50% of any other Refinancing Gain.
  • » NTE 35W: 50% of any Refinancing Gain.

Wishbone Facility Revenue Share

  • » The LBJ Wishbone Facility is not part of the Project but serves as an additional interchange facility for the Project Managed Lanes and its operation resulted in an increase in revenues.
  • » TxDOT has the right to a 50% share of the net proceeds of the transactions recorded at Wishbone Toll Gantries

2023 Payments to TxDOT:

  • Revenue Share: 6.2 M\$ NTE 35W
  • Refinancing gain: 2.9 M\$ NTE 17.1 M\$ NTE35W
  • Wishbone Revenue Share: 4.0 M\$ LBJ

Dividends & Financial Structure TOLL ROADS | NTE, LBJ & NTE 35W

Dividends distributions usually linked to FCF generation.

  • NTE & LBJ: First dividend cannot be made before the 5thanniversary of the Substantial Completion Day.
  • NTE 35W: First distribution to the Shareholders cannot be made prior to Service Commencement of the Segment 3C Facility.
North Tarrant Express (NTE) Lyndon B Johnson (LBJ) North Tarrant Expres (NTE35W)
EQUITY Total / Disbursed \$426 M / 100% \$672 M / 100% \$591 M / 100%
DIVIDENDS Total / Cintra \$779 M / \$491 M \$723 M / \$395 M \$505 M / \$271 M
DSCR Lock up 1.20x 1.20x 1.30x
RATINGS Fitch/Moody´s/DBRS BBB / Baa1 / - BBB / Baa2 / - BBB+ / Baa1 / -
Total Principal \$1,600 M \$1,996 M \$1,557 M
DEBT Weighted Avg Rate (Total) 4.46% 4.03% 4.67%
Principal \$1,600 M \$1,160 M \$1,026 M
Principal 2019 \$209.1M 2020 \$538M PABs \$265.9M
Coupon rate 4.00% 4.00% 5.35%
Maturity 2030-2036 2030-2040 2033-2043
Principal 2019 \$122.7M \$106.5M / \$221M
Coupon rate 5.00% 5.30%
SENIOR DEBT Maturity 2037-2039 2028
Principal 2019 (Taxable) \$871.1M 2020 (Taxable) \$7M
Coupon rate 3.92% 2.75%
Maturity 2040-2049 2026
Principal 2023 Bonds \$397.3M 2021A Bonds \$608.5M PABs \$653.9M - 3C
Coupon rate 5.50% 3.80% 5.00%
Maturity 2052-2058 2050-2057 2047-2058
Principal \$835.6M TIFIA \$531.0M TIFIA
SUB DEBT / TIFIA Withdrawn (Ppal+Capit) \$835.6M TIFIA \$563m
Interest rate 4.22% 3.84%
Maturity 2035-2050 (1) Up to 2030 (1)
Principal \$6.9M CAPEX FACILITY
Interest rate 4.51%
Maturity 2027

BOND MATURITY SCHEDULE (\$mn)

NTE: see NTE's Official Statement, available at https://emma.msrb.org/EP367750-EP288778-EP684048.pdf, for further information LBJ: see LBJ's Official Statement, available at https://emma.msrb.org/EP445713-EP348800-EP745641.pdf, for further information NTE 35W: see NTE35W's Official Statement, available at https://emma.msrb.org/ER1241548-ER971456-ER1372379.pdf, for further information

TOLL ROADS | NTE, LBJ & NTE 35W

NTE - Mandatory Capacity Improvements

(1)MCI \$355mn, Major Maintenance - Renewal work \$51mn, Issuance Costs \$5mn, Underwriters 'discount \$2mn and other adjustments \$2mn

NTE35W - Mandatory Capacity Improvements TOLL ROADS | NTE, LBJ & NTE 35W

  • » Project Description: The Concession will be responsible to design, build, operate and maintain an additional GPL per direction of segments 3A3B. TxDOT will fully fund the investment and, it will compensate for any revenue loss derived from the construction works or/and the capacity increase, according to a formula included in the contract.
  • » Construction trigger:
  • TxDOT's discretionary decision.
  • In the event that the DOT exercises its option to require the Company to build the GP Capacity Improvements, the Company is required to achieve Service Commencement by no later than December 31, 2030 (or any other date determined by the DOT).

3C

  • » Project Description: Construction of 1 additional GPL per direction. The Concession will be responsible for the design, construction, operation and maintenance.
  • » Construction trigger:
  • TxDOT's discretionary decision.
  • In the event that the DOT exercises its option to require the Company to build the GP Capacity Improvements, the Company is required to achieve Service Commencement by no later than January 1, 2040.
  • In the event of earlier/later request, there will be a compensation according to a formula determined by the contract.

NTE 35W - 3A 3B 3C-THE GOLDEN TRIANGLE BRAIDED RAMPS

  • » Project Description: Construction of two bridges and related elements for the connection of the GPL and ML's in both directions (north/south) in the section between Golden Triangle Boulevard and Keller Hicks Road. The construction of these "braided ramps" will lead to the elimination of current access points and the construction of new ones to improve connectivity. The Concession will be responsible for the design, construction, operation and maintenance costs, as well as financing the Project.
  • » Construction Trigger: The construction trigger is activated if for 20 consecutive business days, during peak hour the speed of the GPL goes under 40 miles per hour. The construction period once the trigger has been activated is 18 months, which could be agreed between TxDOT and the Concession.

More information:

Texas Private Activity Bond Surface Transportation Corporation (msrb.org) North Tarrant Express 35W Highway - Ferrovial

Public Information TOLL ROADS | NTE, LBJ & NTE 35W

Information

EMMA (Electronic Municipal Market Access System)

WEB PAGEhttps://emma.msrb.org/Home/Index

Reported information

  • » Audited Financial Statements.
  • » Unaudited Quarterly Financial Statements.
  • » Budget: includes an operating plan, P&L, income and expense details, fixed asset investment and cash flow.
  • » Quarterly Income and Operations Report: monthly traffic and revenue information compared to budget and comments, quarterly profit and loss compared to budget and comments and fixed asset investment compared to budget and comments.
  • » Rating Agency Reports: credit opinion, credit reaffirmation, or change in credit rating for the concession.
  • » Other relevant information.

I-66 Northern Virginia

TOLL ROADS | I-66

Source: MWCOG Cooperative Forecast Round 9.2

Serving one of the highest-income suburbs in the US

  • » I-66 is the main east-west interstate highway in Northern Virginia connecting Washington DC and Arlington with the Northern Virginia suburbs.
  • » Design & Construction of 2 Express Lanes and modification of the existing design to accommodate 3 general purpose lanes in each direction.
  • » Directional traffic in the West. In the East, heavy traffic in both directions with significant congestion during peaks. I-66 serves a growing number of logistics businesses along the corridor
  • » Congestion expected to increase by 48% in 20451

Population Change from 2020 to 2045

Pricing framework TOLL ROADS | I-66

Toll rate mechanism Fee structure

The 66 Express Lanes offer a dynamic pricing system that adjusts toll rates based on real-time traffic conditions and demand. This dynamic system is designed to prevent congestion, keep traffic flowing in the express lanes at minimum speeds of 55 mph.

When demand increases, tolls adjust upward, but as traffic lessens, tolls on the 66 Express Lanes are lowered. This allows drivers to decide when to take advantage of the 66 Express Lanes, making it the best option for those seeking a faster and more efficient route.

Fees and charges associated with travel on the highway Make a Payment · Customer Self-Service (powerappsportals.com)

Transponder/tag (pre-paid): If a vehicle is equipped with a transponder/tag, the driver will pay the price on the sign and no additional fees1 .

Exempt vehicles: Police, bus, concession-owned vehicles, and first responders drive for free.

Truck Multiplier: Pay a fixed multiplier of the price on the sign based on vehicle classification. There is minimum toll factor of 3x at off peaks & 5x at peaks, with freedom to set multipliers above that. Currently toll factors up to 6x during non-peak hours & 8x during peak hours.

Video surcharge: If vehicle has no tag or an invalid tag, the driver will pay the toll amount plus administrative fees.

HOV Discount: Per VDOT policy, toll-free travel is given to noncommercial vehicles with 3+ passengers that have a E-ZPass Flex transponderset on HOV-On.

Toll Collection: E-Zpass customer related transactions are paid by VDOT and video transactions are collected directly from the customers.

Revenue structure TOLL ROADS | I-66

Toll revenues(approx. 96% of total revenues):

  • » Transponder/tag customers: I-66 collects 100% of revenue from VDOT.
  • » Video customers (vehicles without a transponder): I-66 EMP directly bills and performs collection services, and bears the risk related to collecting revenue from video trips.

Other revenues(approx. 4 % of total revenues):

» Consists of reimbursementsfor accident-related claims.

TOLL ROADS | I-66

Contractual payments to the Department of Transportation

Revenue share

  • » Requirement under the Concession Agreement.
  • » Compares the Net Present Value of actual cumulative revenues from the opening date, with specific "NPV Bands" defined at Financial Close.
  • » Whenever the Net Present Value of actual cumulative revenues exceedssuch NPV Bands, revenue will be shared.
  • » The five NPV Bands were defined as the Net Present Value as of Financial Close of the projected revenues for each of these upside revenue scenarios.
  • » Such NPV Bands were later incorporated in the Concession Agreement and are fixed and not subject to adjustmentssince then.

Support for corridor improvements

  • » Used by VDOT to cover improvements in the corridor at its discretion. Payments should start in 2056. (Using base date of November 15, 2020 and a discount rate of 6.14 percent, the present value of the Support for Corridor Improvements must total \$350 million).
  • » Priority of such payments is after "Lender-related requirements (except voluntary prepayments)" and Transit Funding Payments, but prior to Distributions.
  • » If funds are insufficient to fully pay required Support for Corridor Improvements, the Developer must provide a detailed calculation and explanation to the Department.
  • » Any unpaid balance remaining at the end of the Term shall be cancelled and no longer an obligation of the Developer under the Agreement.

Transit funding payments

  • » Dedicated to operate Virginia's transit system.
  • » Payments started in 2021. Total Payments amount to 1,517M\$ (nominal terms) over the life of the concession. Total paid 54M\$ as of 2023.
  • » Shall be payable after debt service and reserve accounts and will be subject to lockup provisions required in the TIFIA loan agreement, but prior to Support for Corridor Improvements and prior to Distributions.
  • » If funds are insufficient to make a scheduled payment at the time it is due, the scheduled payment, or any unpaid portion will be considered past due and will remain due and payable without interest.

Refinancing gain

  • » DOT's rights to a portion of any Refinancing Gain, and to a gain from an initial Financing.
  • » Calculation Methodology: Net Present Value (NPV) of the variance between the dividends of the pre-refinancing structure and that of the new financial structure at the refinancing date. In the event of a positive NPV, a certain percentage of the gain will be shared with VDOT.

PAYMENT, Developer shall pay to the department:

» 50% of any Refinancing Gain from a Refinancing that is not an Exempt Refinancing.

More Information: Comprehensive-Agreement.pdf (virginia.gov) Exhibit\_J\_66.pdf (virginia.gov)

TOLL ROADS | I-66

Dividends & Financial Structure

I-66
NORTHERN VIRGINIA
EQUITY Total / Disbursed \$1,523 M / 100%
DIVIDENDS Total / Cintra \$0 M
DSCR Lock up 1.30x
RATINGS Fitch/Moody´s/DBRS BBB / Baa3 / -
DEBT Total Principal \$1,966 M
Weighted Avg Rate (Total) 3.57%
SENIOR DEBT Principal \$737 M
Coupon rate 5.00%
Maturity 2047-2056
SUB DEBT /
TIFIA
Principal \$1,229 M
Withdrawn (Principal + Capit. \$1,368 m
Interest rate 2.80%
Maturity Up to 2057*
  • Distributions to shareholders cannot be made before the 5th anniversary of Substantial Completion (Nov. 2022).
  • If the Developer elects an early Debt Service Payment Commencement Date, distributions can be made on the first anniversary of this date, once the Developer has paid all TIFIA Debt Service due and payable on the three most recent Debt Semi-Annual Payment Dates.

BOND MATURITY SCHEDULE (\$mn)

Public information EMMA (Electronic Municipal Market Access System) TOLL ROADS | I-66

Information

  • » The information to be reported is set forth in rule 15c2- 12 "Municipal securities disclosure" of the Exchange Act.
  • » In the case of the I66 concession, it is found in the "Continuing Disclosure agreement".
  • » More information is available in the I-66 webpage: Home - 66 Express Outside the Beltway (ride66express.com)
  • » Concession agreement is available on Ferrovial website, including exhibits: I-66 Outside the Beltway, VA - Ferrovial

WEB PAGEhttps://emma.msrb.org/Home/Index https://emma.msrb.org/IssueView/Details/ES381888

Reported information

  • » Audited Financial Statements.
  • » Unaudited Quarterly Financial Statements.
  • » Quarterly Income and Operations Report: monthly traffic and revenues information compared to budget, quarterly profit and loss compared to budget and comments and fixed asset investment compared to budget and comments.
  • » Rating Agency Reports: credit opinion, credit reaffirmation, or change in credit rating for the concession.
  • » Other relevant information.

48

I-77 Charlotte | North Carolina

Overview TOLL ROADS | I-77

A key growth enabler for Charlotte region

  • » I-77 is a high-growth corridor that connects Charlotte with its dynamic northern suburbs
  • » Express lanes opening since the end of 2019 has improved speed across the entire corridor
  • » It serves a mix of local and long-distance interstate trips
  • » Rapid growth anticipated along the corridor with no real alternative routes
  • » 50% of roads in the region expected to be over capacity by 20402

(2) CRTPO, 2045 Metropolitan Transportation Plan (2018), p. 153

Historical financial figures TOLL ROADS | I -77

Pricing framework TOLL ROADS | I-77

Toll rate mechanism Fee structure

Dynamic pricing system that adjusts toll rates based on real-time traffic conditions and demand. This dynamic system is designed to prevent congestion, keep traffic flowing in the express lanes at minimum speeds of 45 mph.

When demand increases, tolls adjust upward, but as traffic lessens, tolls on the I-77 Express Lanes are lowered. This allows drivers to decide when to take advantage of the Express Lanes, making it the best option for those seeking a faster and more efficient route.

Freedom to set toll rates with no cap, I77 must notify NCDOT 30 days in advance the proposed max and min rate.

Fees and charges associated with travel on the highway: Home - I77 Express Lanes

NC QUICK PASS (PRE-PAID): If vehicle is equipped with an electronic tag driver will pay the price on the sign and no additional fees. Customers with a NC Quick Pass account save 35% on tolls.

BILL BY MAIL: Users without NC Quick Pass will be billed using a license plate toll collection system that captures images of the vehicle and bills the registered owner. Customers receive an invoice mailed to the address the vehicle is registered to through their state's DMV. The unpaid toll transactions will be subject to processing fees and civil penalties on following invoices and may be sent to collections.

HOV DISCOUNT: pre-declared HOV's 3+ are entitled to a 100% discount.

EXTENDED VEHICLES* : 2-axle vehicles with more than 22ft or 2-axle vehicles carrying a one-axle trailer. The current multiplier is 2x during off-peak periods and 3x during peak times. (I-77 do not need approval from NCDOT for modifying the multiplier, always maintaining a number lower than 4x).

EXEMPT VEHICLES: Police, highway patrol, medic, fire, transit, concession owned vehicles and motorcycles.

TOLL COLLECTION: Transaction files and an invoice are sent to NCTA each weekday for payment, which are then due within five business days.

Revenue structure TOLL ROADS | I-77

Revenue structure

Toll revenues(approx. 99% of total revenues):

» NCDOT bills customers and performs collection services on behalf of the Concession Company. Collection risk is fully borne by NCDOT, which pays within 5 business days after the transaction files are received from the Concession Company.

Other revenues:

  • » NCDOT makes an Annual O&M Payment to the Company (\$1 million, adjusted for CPI) for the performance of routine & planned maintenance in the general-purpose lanes.
  • » Reimbursements for accident-related damages.

TOLL ROADS | I-77

Contractual payments to the Department of Transportation

  • » Requirement under the Concession Agreement.
  • » Compares cumulative actual revenues from the opening date with "Revenue Bands" defined at Financial Close.
  • » Progressive Sharing (from 0% to 75%) of cumulative actual revenues that exceeds such bands.
  • » If the operating period in the first or last calendar year is less than a full calendar year, the applicable amounts of the Revenue Band floors and ceilings will be adjusted pro rata based on the number of operating days.

More Information: I-77 Executed Comprehensive Agreement (ncdot.gov) Microsoft Word - 20240110 DRAFT Amendment 12 to the CA - rev 1 (ncdot.gov)

Revenue share Refinancing gain

  • » NCDOT's right to a portion of any Refinancing Gain, including a gain from an Initial Financing.
  • » Calculation Methodology: Net Present Value (NPV) of the variance between the dividends of the pre-refinancing structure and that of the new financial structure at the refinancing date. In the event of a positive NPV, certain percentage of the gain will be shared with NCDOT.
  • » Payment to the DOT: 50% of any Refinancing Gain from a Refinancing that is not an Exempt Refinancing.

User Classification for Extended Vehicles

  • » Although trucks were not part of the original concession agreement, a pilot program was agreed with the NCDOT to allow them to use the Managed Lanes.
  • » This program expires in September 2024 and we intend to negotiate an extension with NCDOT.
  • » NCDOT´s right a 50% of the net amount of: Extended Vehicle Transponder Toll Rate less Transaction Fees, Variable Fees, Pass Through Fees and discounts applied by Developer in the Transaction file applicable to the Toll Segment associated with the Transaction.

Note: Calculation examples for revenue share & refinancing gain are included in the investor Excel file available at www.ferrovial.com

TOLL ROADS | I-77 Dividends & Financial Structure

I-77
NORTH CAROLINA
EQUITY Total / Disbursed \$248 m / 100%
DIVIDENDS Total / Cintra \$0 m
DSCR Lock up 1.30x
RATINGS Fitch/Moody´s/DBRS BBB / - / BBB
Total Principal \$289 M
DEBT Weighted Avg Rate (Total) 3.65%
Principal \$100 M
SENIOR DEBT Coupon rate 5.00%
Maturity \$20M 2025-2037
\$80M 2050-2054
Principal \$189 M
Withdrawn (Ppal+Premium/D \$221 m
TIFIA Interest rate 3.04%
Maturity 1
Up to 2053*
  • First distribution to the Shareholders cannot be made before the 5th anniversary of the Substantial Completion Day (2019).
  • Unless the Concession chooses the option of a TIFIA Optional Capitalized Interest Prepayment Commencement Date and those Prepayments are made in full.

North Carolina Department of Transportation (msrb.org)

Public information EMMA (Electronic Municipal Market Access System) TOLL ROADS | I-77

Information

  • » The information to be reported is set forth in rule 15c2-12 "Municipal securities disclosure" of the Exchange Act.
  • » In the case of the I77 concession, it is found in the "Continuing Disclosure agreement".
  • » More information is available in the I-77 webpage: Home I77 Express Lanes
  • » Concession agreement is available on Ferrovial website, including exhibits: I-77 Express Lanes, Charlotte, North Carolina – Ferrovial

WEB PAGEhttps://emma.msrb.org/Home/Index https://emma.msrb.org/IssueView/Details/ER368770

Reported information

  • » Audited Financial Statements.
  • » Unaudited Quarterly Financial Statements.
  • » Budget: includes P&L, income and expense details, fixed asset investment and cash flow.
  • » Quarterly Income and Operations Report: monthly traffic and sales information compared to budget and comments, quarterly profit and loss compared to budget and comments and fixed asset investment compared to budget and comments.
  • » Rating Agency Reports: credit opinion, credit reaffirmation, or change in credit rating for the concession.
  • » Other relevant information.

IRB Infrastructure Developers LTD

TOLL ROADS | IRB INFRASTRUCTURE DEVELOPERS, LTD

IRB investment rationale

  • Value creation in selected investments outside North America where FER can find high long-term growth prospects
  • Population growth expected to lead the largest middle class in the world
  • One of the biggest toll road concession market in the world
  • IRB is one of the best positioned companies to capture India's future growth
    • » In-house EPC capabilities to develop greenfield projects
    • » One of the largest highway infrastructure players in India with a 26-project portfolio and footprint in 12 States

Agreement to acquire a 24.0% stake in IRB Infrastructure Trust1

(1) Both investments are consolidated in Ferrovial's accounts through equity method

BOT: Build-Operate-Transfer - HAM: Hybrid Annuity Model - TOT: Toll, Operate and Transfer

Information provided by IRB Corporate Presentation – IRB Infrastructure Developers Ltd.

Asset description TOLL ROADS | IRB INFRASTRUCTURE DEVELOPERS, LTD

  • » Focus on developing BOT projects, which offer high return potential. Experienced EPC player with a strong track record of developing roads; well positioned to take construction and traffic risk associated with such projects.
  • » Assets are located in states with high gross state domestic product and healthy traffic growth potential.

TOLL ROADS | IRB INFRASTRUCTURE DEVELOPERS, LTD

Asset description TOLL ROADS | IRB INFRASTRUCTURE DEVELOPERS, LTD

S. No. Project Counterparty Concession
Period
Appointed Date Concession
Period End®
Tariff Hike Formula
1 TOT project Mumbai - Pune
MSRDC
1
Expressway
10 years and 2
months
March 1, 2020 April, 2030 Sub-concession agreement provides for toll rate increase
of 18% for YCEW every 3 years until FY24 and by 16%
for NH48 every 3rd year until end of the concession
period1
S. No.
Project
Counterparty Concession
Perfod
Appointed Date Concession
Period End®
Tariff Hike Formula
1 BOT project
11
Ahmedabad Vadodara NHAI 25 years January 1, 2013 December, 2037 Toll rate is revised annually in April at 3% fixed rate,
plus 40% of change in WPI for December
3 HAM
projects-
Under
Construction
5.
No.
Project Counterparty Concession Period Appointed Date Concession Period
End'
Construction period
end dato
1 Vadodara-Mumbai
Expressway
NHAI 15 years after construction June, 2039 June 30, 2024
2 Pathankot-Mandi NH 154 NHAI 15 years after construction May 18, 2022 May, 2039 May 20, 2024
Chittoor-Thachur NH 716B NHAI 15 years after construction January 24, 2023 January, 2040 January 23, 2025

IRB Holdco – Healthy mix BOT, TOT, HAM

BOT (Build-Operate-Transfer)

Private operator finances, builds, and manages the road with trafficrisk.

TOT (Toll-Operate-Transfer)

  • Operational highway projects are given on a long-term lease to private entities on a long-term concession basis against an upfront payment.
  • During the concession period, the operator collects user fee and retains the traffic risk.

HAM (Hybrid-Annuity Model)

  • The Concession receives semi-annual payments by the Government for maintenance Works.
  • The traffic risk is borne by the Government who collects the tolls.
  • The Government covers 40% of total cost paid, while the Contractor anticipates 60% remaining. Once the road is operational, the Government starts repaying through semi-annual payments.

Asset description TOLL ROADS | IRB INFRASTRUCTURE DEVELOPERS, LTD

  • » Listed in May-2017 with initial portfolio of six operational assets; seventh asset was transferred in Sep-2017.
  • » Two assets were successfully completed and handed back to the authority. One HAM asset acquired in Oct-2022.
  • » BOT-Toll assets with proven traffic history and spread across different states incl. Maharashtra, Rajasthan, Karnataka, Punjab & Tamil Nadu.
  • » Presence across key highway stretches in India; four assets part of Golden Quadrilateral corridor with one asset on the East-West corridor.
  • » Remaining concession life of ~ 16 years.
Asset overview
S.
No.
Project Project cost
(INR mn)
Lane KM Status
1 Talegaon - Amravati 8.880 267 Operational
2 Amritsar Pathankot 14,450 410 Operational
3 Jaipur Deoli 17,330 595 Operational
4 Tumkur Chitradurga 11.420 684 Operational
5 Omallur - Salem -
Namakkal
3,080 275 Operational
6 Vadodara - Kim (HAM) 20,940 190 Operational

Public InvIT (Portfolio of 6 Assets)

Asset description TOLL ROADS | IRB INFRASTRUCTURE TRUST

Portfolio of 12 BOT and 3 TOT toll road concessions

Asset
#
Project Name Grantor Length (Kms) ane Km Remaining
Concession Life
lype
1
O
Goa/Karnataka Border to Kundapur Central Gvt 190 158 24 years BOT
2
O
Yedeshi to Aurangabad Central Gvt 189 756 23 years BOT

O
Solapur to Yedeshi Central Gvt ರಿರ 395 22 years BOT
4
O
Agra-Etawah Bypass Central Gvt 125 747 21 years BOT

O
Gulabpura Chittogarh Central Gvt 125 749 16 years BOT
6
O
Udaipur to Rajasthan Central Gvt 114 683 13 years BOT
O Kishangarh to Gulabpura Central Gvt 90 540 16 years BOT
00
O
Hapur - Moradabad Central Gvt 100 દેવેત 17 years BOT
9
O
Kaithal Rajasthan Central Gvt 166 665 24 years BOT
10 o Palsit Dankuni Central Gvt ୧୫ 383 15 years BOT
11
0
Ganga Expressway Package 117 State Gvt 130 778 29 years BOT
12 00 Samakhiyali to Santalpur Central Gvt ி 545 20 years BOT
13 o Nehru Outer Ring Road Local Gvt 158 1264 29 years TOT
14 ം TOT 12 Lalitpur- Sagar- Lakhnadon (2) Central Gvt 316 1264 20 years TOT
15 © TOT 13 Kotah Bypass & Gwalior - Jhansi (3) Central Gvt 110 441 20 years TOT

IRB Infrastructure Trust (Private Invit) - Capital Structure

Other Assets

65

TOLL ROADS | OTHER ASSETS

Summary

Ferrovial's
Interest
Dividends and
capital returns
(M€)
Invested
equity (M€)
Committed
equity (M€)
Kms (highway
length)/ Lots
(3)
Concession
term
Remaining
life
Type of asset Opening date Construction
Kms
Membership interest
Canada
407 EDG + OM&R 50.00% 15.0 8.0 35.0 2012-2045 22 Availability Payment June 2016 AtkinsRéalis Canada Inc: 50%
407 East Phase 2 +O&M 50.00% 8.4 10.6 32.5 2015-2047 24 Availability Payment December 2019 CRH Canada Group Inc: 50%
Spain
Autema (S. Cugat-Tarrasa-Manresa) 76.28% 373.1 63.7 48.3 1986-2036 13 Traffic risk T-M:Jun-89 / S-T: Sept-91 Acesa: 23,7%
A66 - Benavente - Zamora 25.00% 20.0 11.5 49.0 2012-2042 19 Availability Payment May 2015 Meridiam: 50%; Acciona: 25%
Serranopark 50.00% 3.8 21.0 3,297 2008-2048 25 Off-Street/Residents March 2011 Iridium: 50%
Aravia 100.00% 95.3 32.0 107.2 2007-2026 3 Traffic risk December 2007 F.Construcción: 55%; Cintra: 30%; Ferrovial S.A: 15%
Emesa & Calle M-30 10.00% 171.4 32.3 2005-2025 2 Availability Payment October 2005 Ayuntamiento Madrid: 80%; Iridium: 6,6%; API: 3,4%
Portugal
Vialivre 84.04% 15.9 0.0 174.5 n.a. n.a. Toll collector October 2010 Otros (Socios locales portugueses): 15,96%
UK
M8-M73-M74 20.00% 7.8 9.1 28.6 2014-2047 24 Availability Payment June 2017 Meridiam: 30%; PIP: 30%; Amey/Dalmore: 20%
Silvertown Tunnel 22.50% 0.0 26.6 1.4 2019-2050 27 Availability Payment Under construction (2025) 1 Aberdeen: 45%; BAM: 22,5%; SK:10%
Ireland
M4-M6 Kilcok-Kinnegad 20.01% 19.9 28.1 37.0 2003-2033 10 Traffic risk December 2005 Semperian: 79,99%
M3 Clonee - Kells 20.01% 33.7 52.4 50.0 2007-2052 29 Availability Payment June 2010 Semperian: 79,99%
Colombia
Ruta del cacao (BBY) 30.00% 58.7 151.6 2015-2040 (2) 17 Availability Payment Under construction (2023) 16 John Laing: 30%; Colpatria: 20%; Ashmore: 20%
Slovakia
D4-R7 35.00% 1.7 30.3 59.1 2016-2050 27 Availability Payment Opening October 2021. Final
Occupation Permit (FOP)
expected December 2024
Dalmore: 35%; Aberdeen: 20%; Porr: 10%
Australia
Western Roads Upgrade (OSARs) 50.00% 10.6 27.8 240.0 2018-2040 17 Availability Payment Opening October 2021.
Final acceptance March 2023
Plenary: 50%
Toowoomba (Nexus) 40.00% 9.8 11.3 41.0 2015-2043 20 Availability Payment September 2019 Plenary: 40%; Acciona: 20%

TOTAL INVESTED EQUITY IN OTHER ASSETS 365 M€

66

Airports

AIRPORTS

Ferrovial is one of the world's leading private airport investors and operators

  • » Focus on North America & Europe
  • » Relationship investments through bilateral transactions
  • » Growth opportunities where Ferrovial's capabilities can be an advantage
  • » Risk adjusted approach to returns
  • » Focus on terminal related opportunities in the US and Secondary sales in Europe

(1) Analysts' consensus valuation as of December 2023, those valuations are based on external assumptions and expectations.

(2) On November 28, 2023, we announced the planned divestment of our stake in Heathrow airport. For further details on this potential divestment, see Ferrovial, Ferrovial announces agreement to sell its stake in Heathrow, subject to certain rights of other shareholders, available at https://newsroom.ferrovial.com/en/press_releases/ferrovial-announces-agreement-to-sell-stake-heathrow/.

69 Contents

New Terminal One - JFK 2 Heathrow Airport

AGS Airports 4 Dalaman Airport

JFK

(2) As of December 31st, 2023

71

Overview (II) AIRPORTS | NEW TERMINAL ONE (NTO) AT JFK

Number of Wide Body Gates (vs. Previous situation)

Total 45 64 19
T8 8 14 6
T6 6 9 3
T4 21 19 -2
T1/NTO 10 22 12
Wide Body
Gates
2019 2029 Variance

AIRPORTS | NEW TERMINAL ONE (NTO) AT JFK

Construction. Phase A

Construction of headhouse, east concourse, and associated aprons and roadways

Terminal 1 will remain in operation during construction of phase A

Once Phase A opens, T1 closes and is demolished to build Phases B1 and B2

DESING&BUILD (D&B) CONTRACT

Tishman: highly experienced NYC and airport builder

  • » 120 years of experience including One World Trade Center
  • » 18 PANYNJ projects and 65+ airport projects delivered

Phase A de-risked

  • » Design progressed at almost 100%
  • » The development of the project continues to progress in line with expectations. In 2023, the air train encapsulation works were completed, and the former Terminal 2 building was demolished
  • » Single guaranteed maximum price locked in for entire Phase A
  • » Pass-through of the majority of NTO obligations and liabilities for construction work

PMO

  • » Ferrovial Construction, worldwide recognized contractor, managing the PMO
  • » Ferrovial Construction will coordinate and supervise the D&B program, advise to the NTO and coordinate with the PANYNJ

AIRPORTS | NEW TERMINAL ONE (NTO) AT JFK

Revenues & Opex

Operations baggage, PRM & general ramp operations (such us snow removal).

Security building security, checkpoint security and PANYNJ police charges.

Facilities includes janitorial services and supplies and waste removal.

includes chilled and hot water, electricity and other utilities.

includes systems (ex. flight information display), telephone usage, web services, etc

Insurance includes the insurance program costs (not linked to construction).

Administration includes the MSA fees, staff and labor cost, administrative costs

(non- labor).

Other financial obligations under the agreements

Payments to the Port Authority (other than the revenue share)

Key components

  • » Ground Rent: Monthly payment. \$173.5k per acre per annum in 2022, adjusted annually at the greater of 4% or 50% of the CPI Percentage Increase.
  • » First Additional rent: Yearly payment. \$3.2m per year until all amounts secured by any Leasehold Mortgages have been repaid in full.
  • » Second additional rent: Monthly payment. Starting on Phase A DBO, in the amount of \$62.0m for any calendar year before and including 2026, and for any calendar year thereafter, the prior calendar year amount escalated at 3%.
  • » Third additional rent: Quarterly payment. Starting on Phase A NTP Date, an amount equal to \$56.4m per annum, escalating at 3% per annum each year.
  • » IRR Rent: The Lessee must share with the Port Authority a share of Cash Available for Distribution to the Sponsors in any given quarterly period to the extent the internal rates of return exceed certain thresholds subject to adjustments in the event that the NTO is ranked as a Top 1-10 World's Best Airport Lease Terminals by Skytrax.

In connection with this transaction, we agreed with Carlyle Group on the payment of earn-out consideration should Carlyle divest its outstanding 4% interest in Mars NTO LLC. This earn-out payment would be triggered either if Carlyle transfers its stake to a third party or to Ferrovial. This payment depends on the value creation by the project. An estimation of the earn-out payment was included in our valuation of the investment as presented in the Audited Financial Statements. Any future changes in the valuation of the earn-out may affect our results.

Call / put option

In addition, a call/put option was agreed between Carlyle Group and Ferrovial over the shares that the former indirectly holds in the project. It is exercisable by Carlyle from June 2028 to June 2032 and by Ferrovial from January 2031 to June 2034. The strike price will be based on an estimate of the fair value at the exercise date. The call/put option does not meet the requirements included in the definition of a liability.

AIRPORTS | NEW TERMINAL ONE (NTO) AT JFK

Financial structure

Financial Close Details

Phase A funding: \$8.9bn

» Committed equity: \$2.3m (\$1.14m %FER)

» Construction bank facility: \$6.6bn

In June 2022, NTO reached financial closing on \$6.6 billion of committed bank financing and \$2.3 billion of sponsor equity and began construction of the first phase of the Project which will be completed in 2026. Investment grade confirmed by Moody´s (Baa3), Fitch (BBB-), Kroll (BBB-) as of Nov 2023. It has been partially refinanced in Dec 2023

(2) No equity injections expected in phase B

(3) See NTO at JFK Official Statement, available athttps://emma.msrb.org/P21754729-P21347155-P21782501.pdf.

NTO's inaugural \$2 billion Series 2023 Bonds

Bond issuance in 2023 (refinancing process)

Issuer New
York
Transportation
Development
Corporation
(NYTDC)
Borrower JFK
NTO
LLC
(NTO)
Sponsors Ferrovial
Airports,
JLC
Infrastructure,
Ullico,
and
Carlyle
Amount \$2,000,000,000
(AMT)
Ratings Underlying:
Baa3
/
NR
/
BBB-
/
BBB-
(M/S/F/K)
Insured:
A1
/
AA
/
NR
/
AA+
(M/S/F/K)
Average YTM / TIC Approximately
5.60
Structure 2038-2044
serial
bonds;
2049
term
bond;
2054
term
bond;
2060
term
bond
Call
Feature
8-year
parcall
Insurance Assured
Guaranty
Municipal
Corp
(\$800
million
of
the
Series
2023
Bonds)
Green Bond Verifier Kestrel
Verifiers
Final Maturity June
30,
2060
(30.3
year
average
life)
Pricing Date November
29,
2023
Closing Date December
6,
2023

• \$2 billion Bonds were used to refinance drawn bank debt and fund forward capital expenditures

• The hedging strategy of NTO has mitigated the MMD (Municipal Market Data yield curve) increase since financial close bringing the all-in cost of debt in line with expectations at financial close

AIRPORTS | NEW TERMINAL ONE (NTO) AT JFK

Public Information

Information

Reported Information

  • » Integrated Annual Reports
    • » Corporate Structure
    • » General development of business
    • » Capital Structure
    • » Others
  • » Quarterly financial information
  • » Other specific forms

EMMA – Electronic Municipal Market Access System WEB PAGE: https://emma.msrb.org/Home

Overview (I)

Ferrovial
Share –
Equity Accounted
25%
Location London (UK)
Other Shareholders 20% Qatar Authority

12.62% CDPQ

11.20% GIC

11.18% Australian Retirement Trust

10% China Investment Corporation

10% Universities Superannuation Scheme
Concession Term Freehold (no concession period)
Size 1,227 hectares
Approx. 58,600 sq mt of retail space
Number of Terminals / Runways 4 / 2
Runway Length Northern Runway: 3,902 meters by 50 meters
Southern Runway: 3,658 meters by 50 meters
Regulation Regulated by the UK's Civil Aviation Authority
(CAA)
Total terminal capacity 85 million passengers per year
Traffic 79.2 million passengers, 2023
80.9 million passengers, 2019

Note: Agreement reached for the sale of the c.25% stake in FGP Topco (Heathrow's parent company) for GBP 2,368mn. Competition of the transaction continues to be subject to the satisfaction of the tag-along condition, together with applicable regulatory conditions and, consequently, there can be no certainty that the Transaction will be completed. For further details on this potential divestment, see https://newsroom.ferrovial.com/en/press\_releases/ferrovial-announces-agreement-to-sell-stake-heathrow/

Historical Data

Regulatory Framework (I)

Various regulatory bodies in the United Kingdom influence Heathrow's operations:

UK CAA (CAA) is the body that sets the maximum level of charges to airlines for each quinquennium.

  • » H7 settlement covers period 2022-2026
  • » Re-set of tariff every five years provides strong visibility of cost recovery
  • » Tariff set using 'building blocks', allowing recovery of capital investment, operating costs and cost of capital
  • » Single-tillconsiders both retail & aviation income when measuring economic returns
  • » Regulated Asset Based (RAB) based price regulation. RAB is calculated yearly by taking opening RAB, adding capex, and deducting regulatory depreciation & proceeds from asset disposals

PRICE-SETTING MECHANISM – "BUILDING BLOCKS"

In March 2024, the CAA opened a consultation process on the issues raised by the CMA's decision. There are just three open elements for the CAA to conclude regarding H7 regulation (Av.max. price, OPEX & WACC). The consultation process closed on May 1, 2024. If the responses to the consultation indicate that the CAA needs to propose an approach that differs substantially from that set out in the consultation, the CAA will re-consult before rendering the decision.

Demand Profile

2023
Passengers (m) 79.2
Passengers ATM 450,194
Cargo ATM 3,896
Load factors (%) 79.6
Seats per ATM 221.0
Cargo tonnage (*) ('000) 1,431

Annual traffic forecast (m passengers)

(*) Includes mail

82

Revenues & Opex

Analysis of adjusted operating costs (£m) 2023 Nominal terms

(2) (1)
113 297 214 (5)
402
(4)
433
Rates Utilities & other Maintenance Operational Employment

(4) Employment including 3rd party resourcing | (5) Operational excluding 3rd party resourcing

Heathrow Group Structure

The majority of the Group's debt financing falls into the following categories:

  • Bonds issued in the debt capital markets from institutional investors and loan facilities raised from leading international financial institutions to finance Heathrow Airport
  • Subordinated bond issues and loan facilities held at Heathrow Finance plc

Finance Forecast

(£ million) FY 2023 2024 (F)
Revenues 3,687 3,450
Adjusted operating costs (1,459) (1,566)
Adjusted EBITDA
(1)
2,228 1,885
Cash generated from operations (2) 2,092 1,898
Regulatory Asset Base 19,804 20,420
(£ million) Dec 2023 Av. Cost of debt
Bond issues 14,155 3.63%
Ohter
Term debt
1,665
Lease liability 64 4.11%
ILS accretion 807 -
HSP gross debt 16,691
Cash & term deposits -1,896
Heathrow (SP) Ltd 14,795
Heathrow Finance Ltd 2,011 -
Group net debt 16,806

As of 31 December 2023, the Group had total liquidity available of £3.8bn, comprising £2.4 bn of cash held at FGP Topco group, as well as £1.4bn undrawn revolving credit facilities

(1) Pre-exceptional earnings before interest, tax, depreciation and amortization (2) Adds back cash one-off items, non-recurring extraordinary items & exceptional items (3) Ratios calculated using unrounded data.

(£ million) FY 2023 2024 (F) Trigger / Forecasting
Event
Ratios(3)
Heathrow SP Senior (Class A) RAR 63.7% 62.9% 72.5% / 72.5%
Heathrow SP Junior (Class B) RAR 74.7% 73.0% 85.0% / 85.0%
Heathrow Group Senior (Class A) ICR 3.72x 3.13x 1.40x / 1.60x
Heathrow
Group
Junior
(Class
B)
ICR
3.24x 2.70x 1.20x / 1.40x
Heathrow
Finance
RAR
(3)
84.9% 82.5% 92.5%
Heathrow
Finance ICR
(3)
2.86x 2.19x 1.00x
Heathrow Funding Ltd Heathrow
Class A Class B Finance
S&P BBB+ BBB- N/A
Fitch A- BBB BB+
Moody's N/A N/A B1

Financing Position – Debt

Debt Maturity Profile at 31 December 2023

*The debt maturity profile illustrates the amount and year of maturity of all individual tranches of debt at Heathrow Finance plc and its subsidiaries (the Heathrow Group)

Public Information

Information

  • » The Civil Aviation Authority (CAA), the UK's independent aviation sector regulator, responsible for the price regulation of Heathrow, Gatwick and Stansted airports and more general consumer regulation of UK airports.
  • » More information is available in Heathrow Airports webpage

CAA – United Kingdom Civil Aviation Authority WEB PAGE:https://www.caa.co.uk/home/

Reported Information

AIRPORTS | AGS AIRPORTS

Asset Overview

ABERDEEN AIRPORT GLASGOW AIRPORT SOUTHAMPTON
AIRPORT
Ferrovial
Share –
Equity Accounted
50% 50% 50%
Location Aberdeen (UK) Glasgow (UK) Southampton (UK)
Other
Shareholders
50% Macquarie 50% Macquarie 50% Macquarie
Concession Term Freehold (no
concession period)
Freehold (no
concession period)
Freehold (no
concession period)
Number of
Terminals
1 2 1
Number of
Runways
1 fixed-wing
3 helicopter runways
1 runway 1 runway (1)
Regulation No regulated No regulated No regulated
Traffic 2.3 million pax (2),
2023
3.0 million pax, 2019
7.4 million
passengers, 2023
8.8 million
passengers, 2019
0.8 million
passengers, 2023
1.8 million
passengers, 2019

(1) In September 2023, Southampton Airport celebrated the official opening of its runway extension. The project consisted of the extension of the northern end of the runway by 164 meters (2) Million passengers

AIRPORTS | AGS AIRPORTS

Historical Data

Note: 2020, 2021 and 2022 impacted by COVID-19

(1) Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Alternative Performance Measures of the Ferrovial 2023 Integrated Annual Report

(1) AGS is not regulated. Some airlines operate following the general conditions of use, i.e., glal-conditions-of-use-2023\_final.pdf (glasgowairport.com), while others may have bilateral agreements in place (2) Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Alternative Performance Measures of the Ferrovial 2023 Integrated Annual Report

AIRPORTS | AGS AIRPORTS

AGS refinancing

Bank facility refinancing

Issuer AGS
Airports
Limited
("AGS")
Sponsors Ferrovial
Airports
&
Macquarie
Structure GBP
646.4
million
term
loan,
a
GBP
50
million
capital
expenditure
facility,
and
a
GBP
15
million
revolving
credit
facility
Closing Date March
21,
2024
Maturity 5 years (until
March
2029)
Interest rate based
on
SONIA
curves
plus
a
margin.
The
impact
of
SONIA'svolatilityin
the
interest
rate
of
the
facility
has
been
covered
through
the
interest
rate
swaps
alreadycontracted
to
fixthe
cost.
Leverage Opening
leverage
2023
/
2024:
9.0x
/
6.9x
Ratios Distributions
to
shareholders
are
permitted
subject
to
compliance
with
certain
leverage
and
lock-up
ratios.

AGS Refinancing

On March 14th, 2024, AGS Airports Limited ("AGS") completed negotiations with a pool of lenders to refinance its existing debt, which would have matured in June 2024 and had £757 million in principal outstanding. New refinancing conditions are showed in the table on the right hand side of the slide.

The agreement includes £80m of cash injection on day 1 (40£ַm for FER) prepaying debt to reduce opening leverage. This fund injection took place in the form of a Shareholder loan. Under the new financing terms, the funds injection allowed the release of the equity commitment letter provided by AGS shareholders for a total amount of £30m (£15m for FER), so the net additional impact at the Ferrovialstake is £25m.

Public Information

Information

United Kingdom Companies House

WEB PAGE: https://find-and-update.company-information.service.gov.uk/

Reported Information

  • » Integrated Annual Reports
    • » Corporate Structure
    • » General development of business
    • » Capital Structure
    • » Others
  • » Audited annual financial statements
  • » Quarterly financial information
  • » Other specific forms

AIRPORTS | DALAMAN AIRPORT

Asset Overview

Ferrovial
Share –
Globally consolidated
60% contributing to the
economic development
in Türkiye
Location Dalaman
(Türkiye)
of the region by offering
leisure options to
international
Other Shareholders 40% YDA Group passengers
Concession Term 18 years (until 2042)
Number of Terminals 2 Dalaman
Number of Runways 1 Airport
Total Passenger Capacity 20 million passengers
Traffic 5.2 million passengers, 2023
4.9 million passengers, 2019

It is a stable asset for the Airports' portfolio as it is limited exposure to Turkish GDP and FX One of the most attractive tourist regions It offers close proximity to tourist attractions, contributing to the economic development of the region by offering leisure options to international passengers Dalaman Airport

AIRPORTS | DALAMAN AIRPORT Demand Profile

During the 2023:

  • 5.2 million passengers passed through the airport (2022: 4.5 million), representing +15.5% versus 2022 and +6.8% versus 2019
  • International traffic represented 66% of the total traffic in 2023

*Dalaman Airport was acquired by Ferrovial in July 2022, historical data is provided for comparison purposes.

AIRPORTS 97 | DALAMAN AIRPORT

Revenues and Financial Profile

(€ million) 2022 2023 (€ million) On December 31st, 2022 On December 31st, 2023
Revenues 44 (1) 71 Cash 10 18
Adjusted EBITDA (2) 35 (1) 55 Net Debt 103 96
Adjusted EBITDA post concession fee (2) 30 (1) 38

(1) Financial data from July to December

(2) Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Alternative Performance Measures of the Ferrovial 2023 Integrated Annual Report

AIRPORTS | DALAMAN AIRPORT

Public Information

Information

» DHMI, General Directorate of State Airports Authority responsible for the management of Turkish airports and the regulation and control of Turkish airspace

Reported Information

  • » Integrated Annual Reports
    • » Corporate Structure
    • » General development of business
    • » Capital Structure
    • » Others
  • » Audited annual financial statements
  • » Quarterly financial information
  • » Other specific forms

WEB PAGE: https://www.dhmi.gov.tr/Sayfalar/EN/DefaultEN.aspx

CONSTRUCTION

Key to the development of greenfield projects. Focus on markets with a commitment to infrastructure development

(1) Non-IFRS financial measure. For the definition and reconciliation of the most directly comparable IFRS measure, refer to Alternative Performance Measures of the Ferrovial 2023 Integrated Annual Report (2) See Integrated Annual Reports of Ferrovial for the years 2013-2023, available at https://www.ferrovial.com/en/ir-shareholders/financial-information/integrated-annual-report/ for further information.

Historical Financial Data

FINANCIAL PROFILE | DEBT STRUCTURE

Financial structure: Investment grade at corporate level & non-recourse debt at infrastructure project level

CORPORATE: STRONG BALANCE SHEET PROVIDES RESILIENCE AND OPTIONALITY

EQUITY ACCOUNTED INFRASTRUCTURE PROJECT COMPANIES

  • (1) Consolidated Net Debt corresponds to the Group's net balance of cash and cash equivalents (including short and long-term restricted cash) minus financial debt (bank debt and bonds, including short and long-term debt) including a balance related to exchange-rate derivatives (covering both the issue of debt in currency other than the currency used by the issuing company and cash positions that are exposed to exchange rate risk). Lease liabilities are not part of the Consolidated Net Debt. Consolidated Net Debt is a non-IFRS financial measure and should not be considered as an alternative to net income or any other measure of the Group's financial performance calculated in accordance with IFRS. (2) Fitch Ratings and S&P Global Ratings.
  • (3) Liquidity ex infrastructure (Ex-Infrastructure Liquidity) is a non-IFRS measure defined as the sum of the cash and cash equivalents raised from the Company's ex-infrastructure projects, long-term restricted cash, as well as the committed short and long-term credit facilities which remain undrawn by the end of each period (corresponding to credits granted by financial entities which may be drawn by the Company within the terms, amount and other conditions agreed in each contract) and forward hedging cash flows. (4) Percentage of fixed gross consolidated debt from ex-infrastructure projects in the total gross consolidated debt as of December 31, 2023.

FINANCIAL PROFILE | DEBT STRUCTURE

Corporate rating - debt maturity profile

DIVERSIFIED FUNDING SOURCES WELL SPREAD OVER TIME FINANCING SOURCES

NAME ISIN NUMBER OUTSTANDING AMOUNT (EURmn) INTEREST RATE ISSUANCE DATE MATURITY DATE 2024 Bond ES0205032008 300 2.500% 15-Jul-2014 15-Jul-2024 2025 Bond ES0205032024 500 1.375% 29-Mar-2017 31-Mar-2025 2026 Bond ES0205032032 650 1.382% 14-May-2020 14-May-2026 2026 Bond TAP ES0205032032 131 1.382% 24-Jun-2020 14-May-2026 2028 Bond ES0205032040 500 0.540% 12-Nov-2020 12-Nov-2028 Sustainability-Linked Bond XS2680945479 500 4.375% 13-Sep-2023 13-Sep-2030 ECP 1 500 3.860% 31-Dec-2023 31-Dec-2024

Note: Financial figures as of December 31, 2023. See Integrated Annual Report of Ferrovial 2023 for further information. (1) ECP debt issuances mature during 2024

Credit rating agencies' metrics FINANCIAL PROFILE | DEBT STRUCTURE

(1) Net debt ex-infrastructure projects is the net debt corresponding to the Group's other businesses, including its holding companies and other companies that are not considered infrastructure projects. The debt included in this calculation generally has recourse.

(2) Adjusted EBITDA ex-infrastructure projects is a non-IFRS measure defined as the sum of the Adjusted EBITDA (as defined below) from all globally consolidated companies that are not infrastructure project companies. Infrastructure project companies are our subsidiaries and associate companies the activity of which consists of the development of infrastructure projects. Adjusted EBITDA is a non-IFRS measure defined as our net profit/(loss) for the period excluding profit/(loss) net of tax from discontinued operations, income tax/(expense), share of profits of equity-accounted companies, net financial income/(expense), impairment and disposal of fixed assets and charges for fixed asset and right of use of leases depreciation and amortization.

(3) Dividends from projects is a non-IFRS measure that includes dividends received from companies consolidated under the equity method, interest received on loans granted to companies consolidated under the equity method, as well as dividends received from discontinued operations. In addition, the definition of dividends from projects includes distributions and other payment or receipts received from the infrastructure companies consolidated globally. Hence, dividends from projects are investment returns from infrastructure project companies through dividends and other similar items, comprising (i) interest on subordinated borrowings and participating loans, (ii) repayments of capital, debt and loans, and (iii) loans received from these projects which repayment probability is considered to be remote.

FINANCIAL PROFILE | DEBT STRUCTURE

Sustainability-linked bond increasing importance of sustainability for financial strategy

FERROVIAL INTENDS TO CONNECT ALL FINANCINGS WITH ITS SUSTAINABILITY GOALS

Ferrovial'ssustainability key performance indicators

  • » The targets reflect high level of ambition and long-term aim to contribute to relevant global sustainable development goals.
  • » Ferrovial's GHG emissions reduction targets validated by SBTi.
  • » If a Trigger Event occurs, the Rate of Interest of the Notes shall be increased by the Step-Up Margin in respect of the period from the Interest Payment Date.

Applicable step-up margin mechanism

  • » 30bps coupon step-up in last coupon (2030) if SPT 1.1 target is missed
  • » 45bps coupon step-up in last coupon (2030) if SPT 2.1 target is missed
  • » 75bps coupon step-up in last coupon (2030) if both SPT are missed
  • » No coupon step-up if both targets are met
2 KPIs met KPI 1 met
&
KPI 2 missed
KPI 1 missed
&
KPI 2 met
2 KPIs missed
KPI 1 X X
KPI 2 X X
No coupon
step-up
30bps coupon
step-up margin
45bps coupon
step-up margin
75bps coupon
step-up margin

FINANCIAL PROFILE | CASH FLOW DETAILS

Cash flows from operating activities ex-infrastructure project companies1

(1) Before taxes

Dividends from projects FINANCIAL PROFILE | CASH FLOW DETAILS

FINANCIAL PROFILE | CASH FLOW DETAILS

Cash flows from investing activities ex-infrastructure project companies

Reconciliation of Consolidated Net Debt to our cash and cash equivalents

As of December 31,
(in
million
of
euros)
2023 2022 2021 2020
Cash and cash equivalents excluding infrastructure projects -4,585 -4,962 -5,329 -6,396
Short and long-term borrowings 3,449 3,686 3,201 4,552
Non-current restricted cash -32 -41 0 -3
Forwards hedging balances 18 -151 22 -14
Cross currency swaps balances 13 5 9 2
Intragroup position balances (*) 16 25 37 39
Other short term financial assets 0 0 -11 0
CONSOLIDATED NET DEBT OF EX-INFRASTRUCTURE PROJECT COMPANIES -1,121 -1,439 -2,071 -1,821
Cash and cash equivalents from infrastructure projects -204 -168 -207 -148
Short and long-term borrowings 7,915 7,967 7,409 5,24
Non-current restricted cash -596 -556 -579 -650
Intragroup position balances (*) -16 -25 -37 -39
CONSOLIDATED NET DEBT OF INFRASTRUCTURE PROJECT COMPANIES 7,100 7,219 6,586 4,403
CONSOLIDATED NET DEBT 5,979 5,781 4,515 2,582

Changes in Consolidated Net Debt in 2023 FINANCIAL PROFILE | CONSOLIDATED NET DEBT DETAILS

As of December 31, 2023
(in
million
of
euros)
Change in
Consolidated Net
Debt
(1+2+3)
Ex-infrastructure
project companies
(1)
Infrastructure project
companies
(2)
Intercompany
eliminations
(3)
Cash flow from operating activities 1,263 791 890 -417
Cash flow from/ (used in) investing activities -425 -184 -347 104
Cash flow from/ (used in) financing activities -1,305 -1,146 -471 313
Effect of exchange rate on cash and cash equivalents 160 161 -1
Change in cash and cash equivalents due to consolidation scope changes -34 0 -34
Change in cash and cash equivalents from assets held for sale 0 0 0
Cash Flows (Change in cash and cash equivalents) (A) -341 -378 37 0
Change in short and long-term borrowings (B) -288 -236 -52
Change in Non-current restricted cash -31 9 -40
Change in Forwards hedging balances 169 169
Change in Cross currency swaps balances 8 8
Change in Intragroup balances 0 -9 9
Change in other short term financial assets 0 0
Other changes in Consolidated Net Debt (C) 146 177 -31
CHANGE IN CONSOLIDATED NET DEBT (C+B-A) 199 318 -120
CONSOLIDATED NET DEBT AT BEGINNING OF YEAR (*) 5,781 -1,439 7,219
CONSOLIDATED NET DEBT AT YEAR-END (*) 5,979 -1,121 7,100

(*) For the reconciliation of Consolidated Net Debt, a non-IFRS measure, to our cash and cash equivalents see the "reconciliation of Consolidated Net Debt to our cash and cash equivalents" table above.

(A) Figures in this line item represent change in cash flow figures as reported in our consolidated cash flow statements, as well as the change in cash and cash equivalents ex-infrastructure project companies and change in cash and cash equivalents of infrastructure project companies.

(B) Figures in this line item represent the change in our short and long-term borrowings included in our Consolidated Statement of Financial Position.

(C) Figures in this line item represent: the changes of non-current restricted cash, the changes related to exchange-rate derivatives balances (including forwards and cross currency swaps), the changes in our Intragroup balances related to financial assets and liabilities between our ex-infrastructure project companies and infrastructure project companies with no impact on our Consolidated Net Debt, and changes in othershort-term financial assets.

(1) Ex-infrastructure project companies column includes the change in cash and cash equivalents of our ex-infrastructure project companies. Cash flows from (used in) operating activities include dividends received from infrastructure project companies that are globally consolidated and cash flows from (used in) investing activities includes the equity investment by the Group in infrastructure project companies that are globally consolidated. These dividends received and equity investments are eliminated in column Intercompany eliminations.

(2) Infrastructure project companies column includes the change in cash and cash equivalents of our infrastructure project companies. Cash flows from (used in) financing include the dividends paid to shareholders (which include the Group Companies that are not infrastructure project companies), as well as the equity investment received from its shareholders. These dividends paid and equity investments received are eliminated in column Intercompany eliminations.

(3) Intercompany eliminations include eliminations either of the dividends or equity investment, as applicable, of infrastructure project companies that are consolidated on the Group level. Specifically, it includes EUR -417 million dividends paid by infrastructure project companies within our toll roads division: NTE 35W EUR -251million, NTE EUR -109 million, LBJ EUR -37 million, from our Energy Infrastructure and Mobility division, EUR -18 million coming from El Berrocal renewable energy generation plant and other minor dividends from toll roads and Energy Infrastructure and Mobility division. It also includes equity investments of EUR 104 million, invested in toll roads infrastructure project companies I-66 EUR 53 million, NTE 35W Segment 3C EUR 35million, as well as in Centella project EUR 10 million and El Berrocal plant EUR 3 million and other minor investments.

FINANCIAL PROFILE | CONSOLIDATED NET DEBT DETAILS Changes in Consolidated Net Debt in 2022

As of December 31, 2022
(in
million
of
euros)
Change in
Consolidated Net
Debt
(1+2+3)
Ex-infrastructure
project companies
(1)
Infrastructure project
companies
(2)
Intercompany
eliminations
(3)
Cash flow from operating activities 1,002 565 629 -191
Cash flow from/ (used in) investing activities -732 -421 -720 410
Cash flow from/ (used in) financing activities -316 -140 42 -219
Effect of exchange rate on cash and cash equivalents -283 -289 7
Change in cash and cash equivalents due to consolidation scope changes 4 0 4
Change in cash and cash equivalents from assets held for sale -81 -81 0
Cash Flows (Change in cash and cash equivalents) (A) -407 -367 -40 0
Change in short and long-term borrowings (B) 1043 485 558
Change in Non-current restricted cash -18 -41 23
Change in Forwards hedging balances -173 -173
Change in Cross currency swaps balances -4 -4
Change in Intragroup balances 0 -12 12
Change in other short term financial assets 11 11
Other changes in Consolidated Net Debt (C) -184 -219 35
CHANGE IN CONSOLIDATED NET DEBT (C+B-A) 1266 632 633
CONSOLIDATED NET DEBT AT BEGINNING OF YEAR (*) 4,515 -2,071 6,586
CONSOLIDATED NET DEBT AT YEAR-END (*) 5,781 -1,439 7,219

(*) For the reconciliation of Consolidated Net Debt, a non-IFRS measure, to our cash and cash equivalents see the "reconciliation of Consolidated Net Debt to our cash and cash equivalents" table above.

(A) Figures in this line item represent change in cash flow figures as reported in our consolidated cash flow statements, as well as the change in cash and cash equivalents ex-infrastructure project companies and change in cash and cash equivalents of infrastructure project companies.

(B) Figures in this line item represent the change in our short and long-term borrowings included in our Consolidated Statement of Financial Position.

(C) Figures in this line item represent: the changes of non-current restricted cash, the changes related to exchange-rate derivatives balances (including forwards and cross currency swaps), the changes in our Intragroup balances related to financial assets and liabilities between our ex-infrastructure project companies and infrastructure project companies with no impact on our Consolidated Net Debt, and changes in othershort-term financial assets.

(1) Ex-infrastructure project companies column includes the change in cash and cash equivalents of our ex-infrastructure project companies. Cash flows from (used in) operating activities include dividends received from infrastructure project companies that are globally consolidated and cash flows from (used in) investing activities includes the equity investment by the Group in infrastructure project companies that are globally consolidated. These dividends received and equity investments are eliminated in column Intercompany eliminations.

(2) Infrastructure project companies column includes the change in cash and cash equivalents of our infrastructure project companies. Cash flows from (used in) financing include the dividends paid to shareholders (which include the Group Companies that are not infrastructure project companies), as well as the equity investment received from its shareholders. These dividends paid and equity investments received are eliminated in column Intercompany eliminations.

(3) Intercompany eliminations include eliminations either of the dividends or equity investment, as applicable, of infrastructure project companies that are consolidated on the Group level. Specifically, it includes EUR -417 million dividends paid by infrastructure project companies within our toll roads division: NTE 35W EUR - 251million, NTE EUR -109 million, LBJ EUR -37 million, from our Energy Infrastructure and Mobility division, EUR -18 million coming from El Berrocal renewable energy generation plant and other minor dividends from toll roads and Energy Infrastructure and Mobility division. It also includes equity investments of EUR 104 million, invested in toll roads infrastructure project companies I-66 EUR 53 million, NTE 35W Segment 3C EUR 35million, as well as in Centella project EUR 10 million and El Berrocal plant EUR 3 million and other minor investments.

FINANCIAL PROFILE | CONSOLIDATED NET DEBT DETAILS Changes in Consolidated Net Debt in 2021

As of December 31, 2021
(in
million
of
euros)
Change in
Consolidated Net
Debt
(1+2+3)
Ex-infrastructure
project companies
(1)
Infrastructure project
companies
(2)
Intercompany
eliminations
(3)
Cash flow from operating activities 810 617 469 -276
Cash flow from/ (used in) investing activities 457 520 -127 65
Cash flow from/ (used in) financing activities -2,221 -2,138 -294 210
Effect of exchange rate on cash and cash equivalents 99 93 6
Change in cash and cash equivalents due to consolidation scope changes -109 -110 1
Change in cash and cash equivalents from assets held for sale -44 -48 4
Cash Flows (Change in cash and cash equivalents) (A) -1008 -1067 59 0
Change in short and long-term borrowings (B) 818 -1351 2169
Change in Non-current restricted cash 74 3 71
Change in Forwards hedging balances 36 36
Change in Cross currency swaps balances 7 7
Change in Intragroup balances 0 -2 2
Change in other short term financial assets -11 -11
Other changes in Consolidated Net Debt (C) 106 33 73
CHANGE IN CONSOLIDATED NET DEBT (C+B-A) 1932 -250 2183
CONSOLIDATED NET DEBT AT BEGINNING OF YEAR (*) 2,582 -1,821 4,403
CONSOLIDATED NET DEBT AT YEAR-END (*) 4,515 -2,071 6,586

(*) For the reconciliation of Consolidated Net Debt, a non-IFRS measure, to our cash and cash equivalents see the "reconciliation of Consolidated Net Debt to our cash and cash equivalents" table above.

(A) Figures in this line item represent change in cash flow figures as reported in our consolidated cash flow statements, as well as the change in cash and cash equivalents ex-infrastructure project companies and change in cash and cash equivalents of infrastructure project companies.

(B) Figures in this line item represent the change in our short and long-term borrowings included in our Consolidated Statement of Financial Position.

(C) Figures in this line item represent: the changes of non-current restricted cash, the changes related to exchange-rate derivatives balances (including forwards and cross currency swaps), the changes in our Intragroup balances related to financial assets and liabilities between our ex-infrastructure project companies and infrastructure project companies with no impact on our Consolidated Net Debt, and changes in othershort-term financial assets.

(1) Ex-infrastructure project companies column includes the change in cash and cash equivalents of our ex-infrastructure project companies. Cash flows from (used in) operating activities include dividends received from infrastructure project companies that are globally consolidated and cash flows from (used in) investing activities includes the equity investment by the Group in infrastructure project companies that are globally consolidated. These dividends received and equity investments are eliminated in column Intercompany eliminations.

(2) Infrastructure project companies column includes the change in cash and cash equivalents of our infrastructure project companies. Cash flows from (used in) financing include the dividends paid to shareholders (which include the Group Companies that are not infrastructure project companies), as well as the equity investment received from its shareholders. These dividends paid and equity investments received are eliminated in column Intercompany eliminations.

(3) Intercompany eliminations include eliminations either of the dividends or equity investment, as applicable, of infrastructure project companies that are consolidated on the Group level. Specifically, it includes EUR -191 million dividends paid by infrastructure project companies within our toll roads division from NTE EUR -92 million and LBJ EUR -31 million and from our Energy Infrastructure and Mobility division, EUR -51 million coming from Trasnchile and other minor dividends. It also includes equity investments of EUR 410 million, invested in toll roads infrastructure project companies I-66 EUR 322 million and NTE 35W Segment 3C EUR 46 million, as well as in El Berrocal EUR 27 million and other minor investments.

Revenues FINANCIAL PROFILE | HISTORICAL FINANCIAL DATA

ADJUSTED EBITDA1 FINANCIAL PROFILE | HISTORICAL FINANCIAL DATA

2023 ADJUSTED EBITDA

BY BUSINESS DIVISION

Governance

ESG

Sustainability at the core of our strategy

ENVIRONMENTAL MITIGATE ENVIRONMENTAL
FOOTPRINT & TAKE ADVANTAGE OF
NEW OPPORTUNITIES
Deliver our towards net-zero ambition by 2050by setting decarbonization targets,
developing efficient, low-carbon infrastructures and sustainable business
opportunities while implementing innovative design and technologies to reduce
environmental impact
SOCIAL POSITIVELY IMPACT SOCIETY Build a diverse & talented workforce ensuring meritocracy and inclusion while
safeguarding health & safety; support economic development and productivity in
regions where Ferrovial operates; contribute to local communities through social
initiatives focused on improving basic infrastructures
GOVERNANCE LEAD RESPONSIBLE BUSINESS Commit to best governance practices to ensure responsible business foundations and
become a long-term reliable partner; place sustainability at the core; centralize
sustainability governance through Sustainability Committee

Ferrovial was the 1st company to certify its Sustainable Development Goals (SDGs) by AENOR. The business directly impacts a total of 10 of the goals set by the UN; indirectly, it affects virtually all of them.

SUSTAINABILITY STRATEGY ESG targets ESG

KPI SDG 2023 Final Target Horizon
E 1. GHG emissions: Scope 1&2 absolute
emissions(tCO
)*
2
-45.6% -35.3%
(vs 2009)
2030
(carbon neutral by 2050)
2. GHG emissions: Scope 3 absolute
emissions(tCO
)
2
-28.9% -20%
(vs 2012)
2030
3. Renewable electricity consumption 68.5% 100% 2025
4. Annual recycling of Construction & Demolition waste 94.4% >70% 2023-on
5. Water consumption (Business Water Index Reduction) -31.3% -20%
(vs 2017)
2030
6. Taxonomic activities
(% of Capex aligned)
16.2% 80% 2025
7. Taxonomic activities (% of Turnover aligned) 32.8% 60% 2025
S 8. H&S: Serious injuries and Fatalsfrequency rate (incl. subcontractors)* -20.3% -27.1%
(vs 2022)
2025
9. Road safety (fewer crashes compared to an alternative or similar network) -47.5% -30% 2023-on
10. Female talent: Leadership roles 23.7% 30% 2025
11. Time savings: Monetized annual time savings of the Managed Lanes vs the General
Purpose Lanes in the
Workday Peak
25.9% 50%
(vs 2022)
2030
ESG 12. Digitalization & innovation: portfolio that contributes directly and indirectly to improve ESG
(% of investment over total portfolio)
40.0% 60% 2025

ESG ratings in 2023 ESG

FERROVIAL'S SUSTAINABILITY PERFORMANCE HIGHLY RANKED BY ESG RATING AGENCIES

118

Environment ESG

CLIMATE STRATEGY GOALS

ESG | ENVIRONMENT

Emission reduction targets approved by the science-based targets initiative

  • » Following the roadmap set forth to reduce emissions in Scopes 1, 2 & 3, and complying with the reduction goals for 2030 that were approved by the SBTi.
  • » Ferrovial was the 1st company in its sector worldwide to set emission reduction targets and have these endorsed by SBTi
  • » Since 2021, the company has committed to the 'Say on Climate' initiative, which involves presenting Ferrovial's Annual Climate Strategy Report at the General Shareholders' Meeting, for advisory voting. In this way, it has become the 1st Spanish-origin company to take on this commitment, and the first in its sector globally.

(1) Capital goods and Purchased goods and services Scope 3 categories are not included.

Ferrovial's 2023 greenhouse gas emissions ESG | ENVIRONMENT

Percentage figures represent the weight of each Scope out of the total GHG emissions (1) Avoided emissions from triage and biogas capture activities, energy generation and the purchase of electricity from renewable sources 121

Emissions avoided1 in 2023 585,028 tCO2 e

121

Reducing carbon footprint – Scope 1 & 2 ESG | ENVIRONMENT

SWITCHING TO RENEWABLE ENERGY

  • » Self-generation & renewable energy procurement (100% of Electricity coming from renewable sources target for 2025)
  • » Promotion of the purchase of renewable sourced energy
  • » Achieve a 33% reduction in vehicle fleet emissions by 2030

IMPROVING ENERGY EFFICIENCY

  • » Reduce emissions associated with construction machinery by 10% through the implementation of energy efficiency measures by 2030
  • » Reduce asphalt plant emissions by 20% through energy efficiency by 2030
  • » Explore technology alternatives for low carbon heavy machinery
  • » Use of less polluting fuels: promotion of biofuels
  • » Incorporation of energy efficiency criteria and measures in Ferrovial's activities

INNOVATION & DEVELOPMENT OF NEW TECHNOLOGY

  • » Innovate and deploy new technologies to mitigate environmental footprint
    • » Internal tools (carbon management system, reporting tools)

122

Deep Decarbonization Path for scope 1 & 2 ESG | ENVIRONMENT

The Deep Decarbonization Path outlines the roadmap to achieve the emission reduction target by 2030, in accordance with the SBTi initiative, and neutrality by 2050.

Emission reduction
targets
Offsetting
emissions
Year Reduction Remanent
emissions
(tCO2)
Reduction Remanent
emissions
(tCO2)
2025 28.1% 432,669 10% 43,267
2030 35.3% 389,341 20% 77,868
2035 44% 336,988 35% 117,946
2040 52% 288,847 50% 144,423
2045 66% 204,600 75% 153,450
2050 80% 120,353 100% 120,353

Scope 3 ESG | ENVIRONMENT

f Ferrovial

(1) Other upstream impacts includes the energy required to produce the fuels and electricity consumed by Ferrovial and the loss of electricity in transportation, the emissions related to waste generated by Ferrovial's activity and the emissions associated with business travel and employee commuting from their homes to their workplaces (Spain)

Water footprint ESG | ENVIRONMENT

Ferrovial has developed a methodology to quantify the impact of its activity on water resources, this water footprint measurement, takes into account aspects such as the source of the water, the country's water stress and the quality of the water and discharges, and considering the equilibrium balance of the ecosystems in which it operates.

projects help to offset the impact of water consumption and discharges needed and generated by the business units.

Circular economy ESG | ENVIRONMENT

Ferrovial is consolidating the incorporation of circular economy principles in its processes, products and services.

CIRCULAR ECONOMY PLAN

WATER Increasing efficiency in water consumption and promoting its reuse and

the activities.

MATERIALS

Focusing on the incorporation of recycled materials in construction processes.

REUSE OF LAND 80%

Construction annual target

REUSE OF CDW (Construction & Demolition Waste) 70%

Construction annual target

Developing people to create future challenges ESG | PEOPLE

BY COUNTRY

24%

Risk -free environment ESG | HEALTH, SAFETY & WELLBEING

Managementstrong commitmentwith H&S : High potential events (HiPo )

Any event with the potential to have caused a fatal or catastrophic accident but which ultimately did not, which serve as opportunities for learning .

These events are reported and analyzed weekly by the Management Committee and an executive incident review (EIR) of each event is carried out . As result, lessons learned can be drawn and actions can be taken .

HIGH POTENTIAL EVENTS REVIEWED BY MANAGEMENT COMMITTEE 96%

SERIOUS & FATAL ACCIDENTS (SIF**) FREQUENCY RATE

-20.3%

vs 2022

HOURS OF TRAINING IN HEALTH & SAFETY

258,908

4.8 MILLION HOURS SINCE 2015

*Frequency rate = number of accidents with sick leave*1,000,000/Number of hours worked (excluding contractors) **SIF Frequency rate (# Serious Injuries and Fatal x 1000000/# of hours worked). NOTE: the significant variations in the frequency rate are mainly due to the divestment processes undertaken by the company in the last two years.

Positive impact on Communities ESG | COMMUNITY

Ferrovial maintains a strong commitment to society, especially to local communities. Its aim is not only to respect, but also, to support and promote human rights to prevent and mitigate any potential negative impact, but also to achieve a positive impact on society. To reinforce this impact, it has an intense community investment activity that also drives its contribution to achieving the Sustainable Development Goals.

INVESTMENT

COMMUNITY INVESTMENT BY AREA OF ACTIVITY

ESG | BOARD MEMBERS

Independent

75% of independent non- executive directors

Independent Non- Executive Director

Independent Non- Executive Director

Independent Non- Executive Director 130

Non- Executive Director Independent Non- Executive Director

(1) Effective on May 14th

Lead Director & Independent Non- Executive Director

Executive Committee Audit and Control Committee Nomination and Remuneration Committee

Board composition with strong skills set & experience ESG | BOARD OF DIRECTORS

131

ESG | BOARD COMMITTEES

Diverse & specialized board committees to support the board in its tasks

Executive Committee

Pursuant to Dutch law and the Articles of Association, the Board may allocate its duties among its Directors. Directors may validly adopt resolutions on behalf of the Board on matters allocated to them. The Board has allocated all its duties to the Chairman and the CEO (acting individually) and also to the Executive Committee (consisting of Directors only), subject to applicable law, the Articles of Association and the Board Rules.

In 2023, the Executive Committee monitored:

  • » the Group's cash availability and other financial information
  • » the evolution of the main business indicators (traffic and tariffs of toll roads, traffic of airports, orderbook and main awards of Construction)
  • » the health, safety and wellbeing indicators
  • » the status of the most relevant projects and matters of the year (including the progress of the Merger process)

Directors Óscar Fanjul Independent Non- Executive Ignacio Madridejos Non-Executive María del Pino Non-Executive José Sánchez-Junco Independent Non-Executive Juan Hoyos Independent Non-Executive

Number
of
Female Independence
meetings in 2023 representation rate
8 17% 50%

Audit & Control Committee*

Interaction with the independent auditor:

  • » Advise the Board in relation to its decision-making regarding the independent auditor's nomination for appointment or reappointment, or its dismissal
  • » Be responsible for (i) the compensation of the independent auditor; and (ii) the retention and oversight of the work of the independent auditor
  • » Assess and monitor the independence of the independent auditor
  • » Interaction with the internal audit function
  • » Provide input on the internal audit's plan and review regular reports from the internal audit on the audit results

Financial information

  • » Review and discuss annual audited financial statements, management report, semi-annual financial statements, management report, and quarterly investors report with management and the independent auditor
  • » Review and discuss the semi-annual financial statements and quarterly investors report, with the management and the independent auditor

Other duties

  • » Oversee corporate governance matters and may make recommendations to the Board regarding them.
  • » Oversee the compliance program and periodically assessits effectiveness.
  • » Establish procedures for the receipt, retention and treatment of complaints, concerns and questions from employees and third parties related to potential irregularities, particularly regarding accounting, internal accounting controls or auditing matters.
  • Number of meetings in 2023 6 Female representation 25% Independence rate 100% Chairman Óscar Fanjul Independent Non- Executive Directors Philip Bowman Independent Non-Executive Gonzalo Urquijo Independent Non-Executive Alicia Reyes Independent Non-Executive

Nomination & Remuneration Committee*

Board and Committee Membership

  • » Identify individuals qualified to be nominated for appointment as Directors
  • » Recommend to the Board on the nominees for election by the General Meeting Compensation:
  • » Submit clear and comprehensible proposals to the Board for the Company's director remuneration policy.
  • » Make recommendations to the Board concerning the remuneration of individual Directors), including severance payments.
  • » Review and set or make recommendations regarding the compensation of the executive officers that do not serve as Directors. None of the executive officers, including the CEO, may be present during voting or deliberations on his or her compensation.
  • » Oversee the Company's compliance with the compensation recovery policy required by applicable law.
  • » Submit proposals to the Board for the Company's remuneration report.

Other duties:

» Oversee the process of periodic evaluation of the Board and the individual Directors

Chairman Bruno Di Leo Independent Non-
Executive
Directors José Sánchez-Junco
Hanne Sørensen
Gonzalo Urquijo
Independent Non-
Executive
Independent Non-
Executive
Independent Non-
Executive
Number
meetings in 2023
of
Female
represenation
Independence
rate
4 25% 100%

(*) The Audit & Control Committee along with the Nomination & Remuneration Committee may, in their sole discretion, retain or obtain advice from consultants, external legal counsel or other external advisers. The Company must provide for appropriate funding, as determined by the Committees, for payment of reasonable compensation to any adviser retained by them.

Remuneration rewards sustainable value creation to the shareholder ESG | SENIOR MANAGEMENT REMUNERATION

2023 FIXED REMUNERATION VARIABLE REMUNERATION LONG TERM INCENTIVE PLANS CHAIRMAN €1,500,000 Long-Term Annual Variable 55% Long-Term Incentive 16% 2023 REMUNERATION

CEO €1,313,000

of fixed remuneration Target Max. 100% 150% of fixed remuneration Annual Variable 48% Incentive 20% Fixed 33%

Fixed 29%

Target Max.

125% 190%

Max. 150% of fixed remuneration

Max. 150% of fixed remuneration

ANNUAL VARIABLE REMUNERATION

CHAIRMAN

LONG –TERM VARIABLE REMUNERATION

Executive Directors participate in a long-term variable remuneration system based on share delivery plans, in which other executives and key professionals of the Group also participate.

The units allocated may be converted into shares if (i) they remain in the Company for a maturity period of 3 years from the date of allocation of the units, except in exceptional circumstances such as retirement, disability or death, and (ii) certain objectives linked to internal or external metrics reflecting economic-financial targets and/or value creation for the company are met, under the terms approved by the respective General Shareholders' Meetings.

LONG-TERM INCENTIVE PLAN (2023-2025 PLAN) – 2023 GRANT

% Degree
of
achivement
% PAYOUT
Maximum €836mn 40%
ACTIVITY CASH FLOW 40% €671mn 20%
Minimum €571mn 0%
Maximum Position 1 to 3 50%
RELATIVE Position 4 to 6 40%
TOTAL SHAREHOLDER
RETURN (TSR)
50% Position 7 to 9 30%
Minimum Position 10 to
18
0%
Maximum ≥26.9% 5%
CO2
Emissions
Minimum ≤21.5% 0%
10% Diversity Maximum ≥32.0% 2.5%
ESG METRICS Minimum ≤27.2 % 0%
Maximum ≥27.1% 2.5%
Health & Safety Minimum ≤19.0 % 0%

ESG | SENIOR MANAGEMENT REMUNERATION

Annual variable remuneration including ESG performance indicators

CHAIRMAN CEO

SHARE PRICE | SHARE PRICE PERFORMANCE

Ferrovial shares at a glance

2023 2022 2021 2020 2019 2018 2017 2016 2015 2014
PRICE AT YEAR-END 33.02 24.47 27.56 22.60 26.97 17.70 18.93 17.00 20.86 16.43
ANNUAL HIGH 33.02 27.72 27.75 30.45 27.21 19.78 20.75 20.71 23.32 16.72
ANNUAL LOW 24.53 22.82 19.81 17.49 17.71 16.20 16.75 15.96 16.10 13.91
VWAP 28.71 24.79 24.15 23.66 23.15 17.86 18.63 18.16 20.36 15.50
AVERAGE DAILY CASH € mn 30.3 30.0 32.5 46.9 47.1 27.4 33.1 57.9 56.4 42.5
AVERAGE DAILY VOLUME Million shares 1.1 1.2 1.4 2.0 2.0 1.5 1.8 3.2 2.8 2.7
NUMBER OF SHARES OUTSTANDING Thousand shares 740.688 727.443 733.602 732.902 735.215 738.456 732.265 732.548 732.211 732.389
MARKET CAPITALIZATION € bn 24.5 17.8 20.2 16.6 19.8 13.1 13.9 12.4 15.3 12.0

SHARE INFORMATION

ISIN: NL0015001FS8

Stock exchange abbreviation: FER SM, FER NA

Indices: IBEX 35

Number ofshares: 740,688,365

Markets: Listed on the stock exchanges in SIBE and Amsterdam in the regulated market

* Ferrovial's SE substantial holdings filed with the public register of the Dutch Authority for the Financial Markets Authority (AFM – Autoriteit Financiële Markten) as of December 31st, 2023

Shareholder distribution SHARE PRICE

DIVIDEND PER SHARE EUR

Since 2014, Ferrovial has distributed dividends on a scrip dividend scheme, providing flexibility to shareholders to choose between cash and new shares. The shareholder remuneration consists of:

  • Ferrovial Flexible Dividend Program: allows Ferrovial's shareholders the opportunity to receive their remuneration, at their own discretion, in cash or in shares.
  • Share Buy-back Program: consisting of the purchase by Ferrovial of its own shares for their subsequent cancelation.

Equity analysts' valuation methodology SUM OF THE PARTS

TOLL ROADS: Equity value for each asset

  • 407ETR & MLs (and others): DDM/DCF Equity Value at FER's stake
  • IRB at Market Price (listed company)

AIRPORTS: Equity value for each asset

  • Heathrow (regulated asset): premium over RAB or DDM Equity Value at FER's stake
  • AGS: Earnings multiples or DCF
  • Dalaman: transaction price
  • NTO: multiple over equity invested or DCF

CONSTRUCTION

  • Budimex at Market Price (listed company)
  • Rest of Construction activity Earnings multiples or DCF Enterprise Value

CORPORATE NET DEBT / CASH

Multiples don't reflect Ferrovial's valuation adequately. Relevant assets are equity consolidated and consolidated earnings don't reflect the growth potential, concession duration, risk profile, and capital structure of each project.

Ferrovial Equity Value

Investor Relations

140

[email protected] www.ferrovial.com

ferrovial

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