Ferrovial : Draft Minutes of the General Shareholders' Meeting (20240613 minutes agm 11424)

DRAFT MINUTES OF THE GENERAL SHAREHOLDERS' MEETING

OF FERROVIAL SE HELD ON 11 APRIL 2024

Chairperson: Rafael del Pino Calvo-Sotelo (the "Chairman")

Secretary: Santiago Ortiz Vaamonde (the ''Secretary'')

General

This report of the Annual General Shareholders' Meeting ("AGM" or the "Meeting") of Ferrovial SE ("Ferrovial" or the "Company"), held on 11 April 2024, is intended purely for informational purposes and is not intended to be complete. This document contains the minutes of the AGM held on 11 April 11 2024, and does not address any events that occurred thereafter. This report must be read in conjunction with the Agenda (and Explanatory Notes) for this AGM, the 2023 Annual Report and Ferrovial's other filings and submissions (as can be found on the website of Ferrovial, www.ferrovial.com). Ferrovial does not guarantee the completeness or correctness of the information contained in this report and does not assume any obligation whatsoever to update or correct the information in this report after publication.

1. Opening

The Chairman opened the Meeting welcoming and thanking shareholders for attending, in person, by proxy, or online.

The Chairman introduced the members of Ferrovial's Board: Óscar Fanjul (vice-president), Ignacio Madridejos (CEO), María del Pino, José Fernando Sánchez-Junco, Philip Bowman, Hanne Sørensen, Bruno Di Leo, Gonzalo Urquijo, Juan Hoyos, Hildegard Wortmann and Alicia Reyes. He indicated that Mr. Vernooij was also present, representing Ernst & Young Accountants, Ferrovial's external auditor.

The Chairman informed that the Meeting would be held in English and could also be followed in Spanish through simultaneous translation both there and online. He then gave the floor to the Secretary of the Board and of the Meeting, Santiago Ortiz, who explained the process for asking questions and voting during the Meeting.

The Secretary explained how the Meeting was to be conducted. In relation to agenda item 2a, the Chairman would address the General Meeting followed by the CEO. After agenda item 2b on dividends and agenda item 2c on corporate governance, the Chairman of the Nomination and Remuneration Committee would present the annual Remuneration Report regarding agenda item 2d, and then the auditor would present the auditor's insight as agenda item 2e. The Secretary pointed out that the Company would take questions on all agenda items after these presentations.

Those participating via the online platform were able to submit questions in writing until twenty-four (24) hours prior to the Meeting. Those there in person were able to submit questions in writing with the same deadline, and microphones were available to ask questions on that day. The Secretary explained the procedure for asking live questions for shareholders who attended the Meeting. For the proper conduct of business at the Meeting, he stated that the Chairman could limit the speaking time and/or the number of questions. Since the Meeting was held in English, he indicated that questions should be posed in English. Responses would be in that language. Questions could also be posed in Spanish in which case the Company's response would be in English. The Secretary explained that after the questions, agenda voting items would be put to a vote beginning with item 2d.

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The Secretary continued by explaining the voting process. Shareholders in person could vote using their mobile device or the voting device received at the registration desk. Shareholders participating through the online platform would be able to vote in real time during the Meeting. Voting via the online platform would be subject to Ferrovial's Terms and Conditions for Hybrid Meetings. He also indicated that registration details for the Meeting were being processed and once all information became available, he was going to announce the percentage of Ferrovial's share capital represented at the Meeting and how many votes could be cast. At that time, the voting would be opened. Once voting was open, shareholders would have the opportunity to vote on all agenda items until agenda item 10 (Closing) was reached. He finally explained that shareholders did not have to wait for an agenda item to be discussed to cast their vote and votes could be changed until the voting process was closed.

2a. Report of the Board for the financial year 2023 (discussion)

The Chairman presented Ferrovial's highlights for FY 2023. He started by stating that in 2023 Ferrovial delivered strong results driven by the good performance of its main infrastructure assets. All North American roads posted double digit revenue growth due to higher traffic volumes, coupled with tariff increases. In airports, Heathrow and Dalaman also had significant traffic growth. As a result, Ferrovial ended 2023 with revenues up 12.8%, reaching €8,500,000,000; adjusted EBITDA of €991,000,000, 36% higher than in 2022; ex-infrastructure liquidity of over €5,000,000,000; consolidated net debt excluding projects of - €1,100,000,000, driven by dividends received from infra assets of €741,000,000, including 251,000,000 coming from NTE 35 West's first dividend; and a net profit of €460,000,000, with significant contribution from the Construction business in Spain and Poland.

The Chairman explained that 2023 was another year in which Ferrovial found more investment opportunities in the US than elsewhere, and the bulk of its capital expenditure was allocated there. Of a total of €454,000,000 in investments, €319,000,000 went to the US, representing 70%. The new terminal one at JFK took €214,000,000; Virginia's I-66, next to Washington D.C., took €53,000,000, and NTE 3C in Dallas, Texas, €35,000,000. Investments in the Construction division, mainly in Poland and Australia, totalled €77,000,000.

As for divestments, closed transactions in 2023 totalled a mere €43,000,000, corresponding to the sale of a 89% stake of Euroscut Azores. More significantly, Ferrovial received an offer for, and reached an agreement, to sell Ferrovial's 25% stake in FGP Topco Limited, Heathrow's parent company, for over £2,300,000,000. The transaction was complex as it was subject to complying with all shareholders' tag-along rights and regulatory conditions; the Company expects it to be completed in 2024. Construction also had a successful year, closing 2023 with an all-time record orderbook of €15,600,000,000, 48% of it now in North America, 21% in Poland and 18% in Spain.

The Chairman indicated that last June, Ferrovial's shares started trading on Euronext Amsterdam after completing the reverse merger, so overwhelmingly supported by shareholders in last year's General Meeting. This dual listing represented a significant milestone in the Company's internationalisation process, which was already reflected in the geographical origin of EBITDA and revenues. This was a result of the capital allocation of the past few years, in which North America has been the largest destination by far. As a consequence, the Company was then carrying out the necessary regulatory review process to be listed in the US on New York's Nasdaq exchange. With this, the Company expects to have access to a far wider capital pool and bring more value and liquidity to current and future investors. He pointed out that Ferrovial's shares ended 2023 at €33.02 having appreciated almost 35% in the year, compared with 22.9% of the IBEX 35 index and 14.2% of Amsterdam's AEX-index. The share price closed on the prior day to the Meeting at €34.52, a gain of 4.5% so far in 2024 and market cap stood at €25,500,000,000. Since the announcement of the merger, and up to the

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prior's day close, Ferrovial had appreciated 31.5%. The IBEX-35 had increased 14.7% and the AEX had shown an increase of 17.8%. To put it in perspective, he indicated Ferrovial was number fourteen by market cap within the IBEX 35 index when the proposed merger was announced and now was number eight, so the market seemed to back the move that the vast majority of the shareholders approved in 2023. The Chairman declared that the motions laid before the Meeting included a flexible dividend program, similar in terms to last year's, for a total amount equivalent to €0.75 per share, or up to €550,000,000. And the maximum share buyback proposal for 2024 stands at €500,000,000.

The Chairman affirmed that Ferrovial also made it a priority to have corporate governance standards in line with national and international best practices, and in a short period of time it had adopted and complied with the vast majority of recommendations of the Dutch Corporate Governance Code. He affirmed that achieving greater independence, wider diversity and international composition are also priorities for Ferrovial's Board, of whom one third are women and 75% are independent. Of the top 300 leadership positions in the Company, 24% were occupied by women. He indicated that the Board had reviewed the diversity and inclusion policy to align it with Dutch best practices.

The Chairman explained that Ferrovial had been included in the Dow Jones Sustainability Index for the twenty-second consecutive year and had retained its position in the world's main sustainability indexes. Serious injuries and fatalities frequency rate had decreased by 20% in 2023, getting closer to the company's aspirational goal of zero fatalities, but not there yet.

The Chairman also noted that scope 1 and 2 emissions had reduced by 33% on a like-for-like basis compared to the 2009 baseline and 13% versus last year, a good step towards reaching carbon neutrality in 2050. Last year Ferrovial was the first company in Spain to submit its climate strategy to an advisory vote during the annual shareholders' Meeting, and it would do that in this Meeting, becoming the first to do so in the Netherlands.

He pointed out that Ferrovial's work was recognised in 2023 with a range of awards in areas such as environmental protection, digital transformation, social responsibility and innovative design. The Carbon Disclosure Project named Ferrovial as one of the world's leading environmental companies in water management and in the fight against climate change. Ferrovial was also recognised as one of the world's top- 30 companies for its best practices in health and well-being by Intrama certification, and some of its assets also won international awards, like the new Terminal 1 at JFK, named the P3 best project of the year in the US.

The Chairman concluded thanking, on behalf of the Board and himself, shareholders, customers and suppliers for their trust in the Company. He also expressed his gratitude to all of Ferrovial's employees, past and present, whose great work had made its growth and development possible.

He then gave the floor to Mr. Ignacio Madridejos, CEO of Ferrovial.

Mr. Madridejos welcomed everyone to the Meeting and declared it was a privilege to share the Company's 2023 performance and priorities for 2024. He expressed his gratitude to the shareholders who had joined in person and to those connected online, and to every employee of Ferrovial and their families for their commitment and hard work throughout the year. In 2023, the Company performed very well. Following the overall accomplishments presented by the Chairman, the CEO explained that he would like to discuss the highlights of the business divisions.

Both the company's toll roads and airport assets experienced significant growth in traffic, underscoring the vitality of these activities within its operations. Additionally, the Construction Division delivered a noteworthy

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performance, contributing to Ferrovial's strong operating cash flows and affirming its sound financial position. The fourth year of Horizon 24 was concluding, and the Company was looking ahead by shaping the Horizon 26 strategic plan, which will remain committed to the development, construction and operation of sustainable infrastructure, with a strategic focus on North America.

Thereafter, Mr. Madridejos explained in more detail the results achieved by the Company and its business units. In terms of key figures for 2023, revenues surged by 12.8%, reaching €8,514,000,000. This significant growth could be attributed primarily to the strong performance of the Company's toll roads in the United States, and a notable increase in Construction revenues. Adjusted EBITDA soared to €991,000,000, a remarkable 36.1% increase from the €728,000,000 reported in 2022. Furthermore, net income climbed to €460,000,000, surpassing the figures of the preceding year.

Turning attention to results, the CEO analyzed the contribution by business segments and by geographies. 82% of revenues came from the Construction business, 13% from Toll Roads, 4% from Energy Infrastructure, and 1% from Airports. Regarding the adjusted EBITDA, €799,000,000 came from Toll Roads, €218,000,000 from Construction, €22,000,000 from Airports and €10,000,000 from Energy Infrastructure. Geographically, the United States and Canada represented 36% of revenues, Poland 25%, Spain 17%, the United Kingdom 9%, and other countries 13%. Notably, the United States and Canada contributed €600,000,000 in adjusted EBITDA, Poland €207,000,000 and Spain €141,000,000. These figures demonstrate the pivotal role of the North American market and reaffirm the good performance of Budimex, the Company's Polish construction subsidiary, as well as its activity in Spain.

Next, he commented on the cashflow from operating activities, the consolidated net debt of ex-infrastructure project companies, market capitalisation and shareholder remuneration. In 2023, the cashflows from operating activities experienced a positive trajectory, supported by significant contributions coming from North America, Poland and Spain. Cashflow from operating activities totalled €946,000,000, with Toll Roads contributing 74% through dividends amounting to €704,000,000, notably from the distribution of the first dividend in June from the NTE 35 West of €251,000,000. Construction contributed €390,000,000, while Airports added €6,000,000 in dividends. At the close of the year, the consolidated net debt of ex-infrastructure project companies stood at -€1,121,000,000, a solid cash position. Market capitalisation stood at €24,458,000,000 at the end of 2023, and the day before the shareholders' Meeting at market close it was €25,569,000,000.

Mr. Madridejos then addressed shareholder remuneration, a key objective of the Company. Total shareholder remuneration, comprising dividends and share buybacks, reached €250,000,000. Share buybacks were limited last year by long blackout periods, and buybacks had been extended to the beginning of 2024 to avoid stock dilution. Notably, the stock appreciated by 34.9% in 2023, outpacing the 22.4% gain of the IBEX 35 index and the 9.8% appreciation of Euronext Amsterdam. The total return, which factors in both dividend payments and share price appreciation, experienced a robust increase of 38.4%.

Subsequently, the CEO described 2023's significant developments. Ferrovial reinforced its footprint in the United States throughout the year, winning construction projects valued at over $2,000,000,000. Among the notable achievements, PLW Waterworks in Texas attained two contracts worth €166,000,000 early in the year. Similarly, Webber secured three toll road expansion contracts amounting to $265,000,000 in the second quarter. The CEO also reminded that Ferrovial commenced trading on Euronext Amsterdam in June, a pivotal moment marking a new chapter in its global presence. Ferrovial also celebrated the inauguration of section 3C of NTE 35 West, a testament of its commitment to improve America's roadways. July brought another milestone with the awarding of a significant contract with the extension of line 8 of Ferrocarriles de la Generalitat de Catalunya in Barcelona, Spain, valued at €82,000,000. In August, Ferrovial procured $400,000,000 to finance the improvement of the NTE toll road capacity in Texas. In September, Construction

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obtained a contract for the new high speed railway line in Latvia: Budimex holds 30% of the consortium from a total estimated contract value of €3,700,000,000, to be recognised yearly; in 2023, €69,000,000 were included in the orderbook. These achievements highlight Ferrovial's global reach and ability to deliver large scale infrastructure projects. Additionally, in October, Ferrovial was awarded another contract for the underground construction of the R2 commuter trainline in Barcelona, worth €149,000,000.

Mr. Madridejos then commented on the traffic figures of the Company's Toll Roads and Airports assets. Starting with Toll Roads, the Company observed a noteworthy increase in traffic across all toll roads in North America compared to the previous year. In particular, Texas saw notable surges. NTE 35 West witnessed a 20.1% increase, supported by the opening of the 3C segment. The I-77 experienced an 18.4% rise, the LBJ 9.2% and the NTE saw a 9% uptick. These increases demonstrated the growing demand for efficient transportation infrastructure in the US. Moving to Toronto, Canada, the 407 ETR recorded a substantial traffic increase of 14.6%. The CEO clarified that this rise could be attributed to improved mobility and economic activity in the region, highlighting the importance of Ferrovial's toll roads assets in facilitating mobility in the Greater Toronto Area. Shifting the Company's focus to Airports, the Company witnessed a continued recovery in air traffic. It was worth mentioning that traffic figures for both Heathrow and Dalaman surpassed pre- pandemic levels in December, signalling a promising rebound in air traffic demand. By year's end, Heathrow reported a significant 28.6% increase in traffic, accommodating a total of 79,200,000 passengers. This achievement marks the third highest year in the airport's history. For its part, he stated that Dalaman saw an impressive 15.5% increase, reaching a total of 5,200,000 passengers, the highest number ever recorded at the Turkish airport. Additionally, AGS experienced a robust 13.5% growth in traffic, welcoming 10,400,000 passengers.

Furthermore, Mr. Madridejos analyzed the performance of the Toll Road division. It disclosed revenues were €1,085,000,000, a substantial 39% increase compared to the previous year. Adjusted EBITDA reached €799,000,000, up by 45.2%, with dividends amounting to €704,000,000, demonstrating the Company's commitment to delivering returns to its investors while maintaining a sustainable financial position. The managed lanes in Texas contributed €397,000,000 in dividends, while the 407 ETR added €281,000,000. Geographically, the United States and Canada accounted for 83% of total Toll Roads revenues, Spain 12%, and Portugal 5%.

The CEO continued with Airports' performance and stated that, as previously noted, all airports experienced a significant surge in traffic in 2023, indicating robust growth across various geographies and travel segments. Heathrow reported revenues of £3,687,000,000, a 26.6% increase from the previous year. Adjusted EBITDA amounted to £2,228,000,000, reflecting a substantial improvement compared to £1,684,000,000 in 2022. AGS reported revenues of £198,000,000 and £67,000,000 in adjusted EBITDA, while Dalaman reported revenues of €71,000,000 and €55,000,000 in adjusted EBITDA.

Turning to Ferrovial's Construction business, he declared that 2023 saw an uptick in revenues to €7,070,000,000, reflecting a growth rate of 9.4%, and the adjusted EBITDA totalled €218,000,000. Overall, the division recorded an EBIT-margin of 1.1%. Ex-infrastructure cashflow from operating activities before tax reached €319,000,000, reflecting the Company's ability to generate cash and support ongoing operations and investments. Geographically, Poland contributed 31% of the division's revenues, followed by North America at 30%, and Spain at 19%. The orderbook reached an all-time high, surging by 6% compared to the previous year, totalling €15,632,000,000. The US and Canada hold the largest share, accounting for 48%, followed by Poland with 21%, Spain with 17%, and the United Kingdom with 5%.

Thereafter, Mr. Madridejos shared the Company's progress in curbing CO2-emissions over the past year. The Company's carbon footprint for scope 1 and 2 emissions amounted to 327,574 tonnes of CO2. It was supported by a change of scope after not consolidating York Waste Treatment Plant. Ferrovial's journey

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toward carbon neutrality remains unwavering. Ferrovial had achieved a noteworthy 28.9% reduction in the scope 1 and 2 emissions compared to the preceding year. Mr. Madridejos pointed out that the Company had achieved an absolute reduction of 45.58% compared to 2009, the Company's baseline year. Excluding the change of a scope effect, it would have been 33%. Hence, it was worth noting that Ferrovial exceeded the target for last year, which stood at 23.53%. Scope 3 emissions amounted to 3,878,812 tons, which was 4.3% less than the previous year and 36.6% lower than the 2012 baseline. The CEO indicated that Ferrovial had sourced 68.5% of its electricity from renewable sources in the year 2023, marking a substantial leap toward its 100% renewable energy goal. The CEO affirmed Ferrovial's commitment to expanding emission reduction and offsetting measures as it strives to attain climate neutrality.

Mr. Madridejos then underscored the priorities of the Company's strategic plan. First and foremost, its dedication to its people was the bedrock of Ferrovial's organisation. He affirmed that the Company's employees are its most valuable asset, and as such, their health and well-being remain paramount. The Company endeavours to attract, develop and deploy the best talent for each role while also fostering diversity within its workforce. He stated it is of particular importance to increase the representation of women within Ferrovial, especially in leadership positions.

Second, Mr. Madridejos asserted Ferrovial is steadfast in pursuit of sustainable growth. The Company's focus lies on the development and operation of innovative, efficient, and sustainable infrastructure assets with significant concession value in Ferrovial's priority markets. This entails the strategic rotation of mature assets and a relentless pursuit of excellence in delivering shareholder returns. While the Company's core markets, the US, Canada, Spain and Poland remain central, it also actively explores opportunities in regions such as India, Australia, other European countries and Latin America.

The CEO also stated that the Company's third strategic pillar is operational excellence, anchored in a model that continuously improves efficiency, maximises cash generation, strengthens core processes and bolsters risk management. He noted that reducing the Company's environmental footprint, particularly in terms of CO2- emissions, is central to this priority. Ferrovial would remain proactive in its efforts to maintain its presence in respective sustainability indexes, such as the Dow Jones Sustainability, Sustainalytics, CDP and FTSE4Good.

Finally, the CEO indicated Ferrovial embraced innovation as a catalyst for progress and sustainability. It is a pillar to advance Ferrovial's core business, reinforce its competitive advantage, expedite its digital transformation, fortify cybersecurity, and create value with new applications of artificial intelligence.

In closing, he expressed his gratitude again to all Ferrovial employees for their dedication and tireless efforts throughout the year. He defined their skill and hard work as the driving forces behind the Company's achievements and their contributions were key to its success. He also expressed his sincere appreciation to the Company's customers for the continued trust and support in the Company's solutions for a world on the move. It was their partnership and loyalty which allowed Ferrovial to innovate and exceed expectations. The CEO finished extending a heartfelt thank you to the shareholders for their confidence in Ferrovial, in the Company's management team, and in Ferrovial's commitment to society. Their trust and investment enabled Ferrovial to pursue its mission with purpose and determination.

The Chairman thanked Mr. Ignacio Madridejos and indicated it was the end of the presentation of agenda item 2a giving the floor to the Secretary to proceed with agenda items 2b and 2c.

2b. Policy on additions to reserves and on dividends (discussion)

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The Secretary explained Ferrovial's dividend policy. He indicated that, as described in the Explanatory Notes to the Agenda, the Board, in line with the shareholder remuneration policy carried out in previous years, intended to implement one or more interim dividends in 2024, which would be distributed to the shareholders by way of a flexible dividend scheme, a scrip dividend, for a cash equivalent amount of around € 550,000,000. The shareholders would have the option to receive their dividend in the form of additional shares in the Company, or alternatively in cash. If the Board, in its sole discretion, did not consider it advisable to implement such a flexible dividend in view of market conditions, the conditions of the Company itself, or any other circumstances, it could elect not to distribute such dividend.

The Secretary then moved to agenda item 2c.

2c. Corporate governance structure and compliance with the Dutch Corporate Governance Code (discussion)

The Secretary informed that agenda item 2c concerned the explanation of Ferrovial's governance structure and compliance with the Dutch Corporate Governance Code. The Company acknowledges the importance of good governance. He indicated that the Dutch Corporate Governance Code provides for recommendations for Dutch listed companies on a comply or explain basis. As Ferrovial became a Dutch listed company following the merger between Ferrovial S.A. and Ferrovial International SE, which was completed on 16 June 2023, the Dutch Corporate Governance Code applies to Ferrovial. The Secretary informed the Meeting that the Company has took into consideration, and will continue to do so in the future, the best practice provisions of the Dutch Corporate Governance Code. The Secretary stated that Ferrovial complies with the vast majority of the best practice provisions that are applicable to it. At the same time, the Company continues with most of the good governance practices developed by Ferrovial S.A. in the Spanish context. The deviations from the Dutch Corporate Governance Code were explained in the 2023 Annual Report, as published on Ferrovial's website.

The Chairman then gave the floor to Mr. Bruno Di Leo, Chairman of the Nomination and Remuneration Committee, who briefly commented on the 2023 Remuneration Report.

Mr. Di Leo

On behalf of Ferrovial's Nomination and Remuneration Committee, Mr. Di Leo stated it was a pleasure to present a summary of the Company's activities during 2023. First and foremost, Ferrovial was very proud to report to its shareholders that during last year the Board reviewed all the human capital policies in anticipation of the cross-border merger between Ferrovial, S.A. and Ferrovial SE. He explained that this was done to ensure that Ferrovial was compliant with all the regulations related to listing in the Netherlands, that the Company executed a seamless transition of its corresponding offices into Amsterdam, and finally, that it was enabling itself to be more competitive and a leader in the global markets where Ferrovial was investing and developing its business activities. In particular, Mr. Di Leo informed the Meeting that the new remuneration policy, which was approved in the last year's Meeting, became effective on 16 June 2023. This policy was based on the principles of long-term value creation, attraction and retention of human capital, competitiveness, link to share price and profitability, balance, remuneration mix and transparency, including clawback provisions which follow international standards. Additionally, a new long-term incentive plan was implemented for the period of 2023 to 2025. As in the previous plans, it uses activity, cashflow and total shareholders return as performance metrics. He continued that, starting this period, Ferrovial had added three new ESG metrics: (i) greenhouse gas reductions, (ii) diversity, and (iii) occupation, health and safety. He referred to the speeches of the Chairman and CEO who had reported on the progress on these indicators.

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Mr. Di Leo continued that, as a result of the implementation of the remuneration policy and long-term incentives, the Company would like to report the following key items: (i) no changes were made to the compensation of the Board and Executive Chairman, nor any changes are being proposed in this regard for this Meeting, (ii) the fixed remuneration of the CEO was increased to € 1,450,000 to reflect the additional costs of living related to his move to Amsterdam, (iii) the annual variable remuneration corresponding to 2023 was settled to 149.8% of target for the Executive Chairman and 146.7% of target for the CEO, and (iv) the long-term incentive plan results for year 2020 in the previous period was settled at 63.88% of the maximum incentive. Mr. Di Leo indicated that according to the current legislation, the 2023 Remuneration Report was submitted for an advisory vote in the Meeting. In support of this, the Company published ample and detailed supporting information in its Annual Report.

Regarding the Board, Mr. Di Leo explained that Ferrovial was continuously appraising its profile, skills and composition in order to better support the business. He stated that the Board, as of that day, was made up of twelve members with a very rich and diverse set of experiences and skills in international business, as well as diverse industries and functional areas. As a special note, that had also been reported by the Chairman, Mr. Di Leo indicated four directors are women, meaning that Ferrovial was already in compliance with the European Union directives on diversity. Finally, the Nomination and Remuneration Committee held four meetings during 2023 and the current composition of the Committee was in line with the legal requirements and the Company's articles of association. He stated that the Nomination and Remuneration Committee also understood that it had the appropriate number of members and profiles to perform its functions properly. In addition, the members were committed to maintain a healthy level of interaction with the Company's institutional investors and proxy advisors.

Mr. Di Leo concluded that 2023 was a very productive year with several accomplishments in the human capital area. As he looked into the future and the Company's growth strategy, he stated that the Company would continue to actively benchmark itself against the marketplaces where it invests and operates. The Company ensured that it had the right talent, policies and remuneration plans in support of its continued success. He finally thanked everyone for their attention.

The Chairman thanked Mr. Di Leo and gave the floor to Mr. Vernooij, the partner of Ernst & Young Accountants LLP who signed the audit report for the 2023 financial statements, for him to provide with some insight into the audit activities they had performed.

Mr. Vernooij

He started by introducing himself representing Ernst & Young Accountants LLP ("EY"), the statutory auditor of Ferrovial SE since 2023. EY concluded its audit results report and auditor's opinion, reported on 27 February 2024 and included in page 484 of the 2023 Annual Report. Mr. Vernooij informed the Meeting that it is common practice in the Netherlands for the external auditor to present a high-level overview of its audit results to the Meeting, including the scope of EY's audit, the audit plan and the conclusions.

Mr. Vernooij mentioned the scope of EY's audit, which included both company-only and consolidated Financial Statements. Based on their knowledge of the financial statements audit, EY determined that the audit information contained in the Board of Director's report included all necessary disclosures with no material misstatements. EY also reviewed selected sustainability information that could be found at their Limited Assurance Report on the selected sustainability information on page 342 of the 2023 Annual Report.

Mr. Vernooij then continued with an overview of EY's audit plan. EY had prepared its audit plan and discussed and presented it to Ferrovial's Audit and Control Committee; it was based on their understanding of Ferrovial, on their previous year's audit results and audit experience, and on their assessment of the current

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environment Ferrovial was operating in. The audit plan included the audit scope, the coverage of the audit and the materiality levels used in their audit procedures.

Regarding the scope, he clarified that they had included 73 operating entities. This represented about 96% of consolidated assets and consolidated revenues of Ferrovial. For the entities which were not in scope of the audit procedures, EY had performed analytical procedures at group level by EY's group audit team.

Mr. Vernooij explained that he was responsible for the audit of Ferrovial, but that he was obviously not doing it alone. He had been working with a centralised integrated group team based in Spain and in the Netherlands with worldwide component auditors that had the relevant industry experience. They also used specialists in their audit procedures where necessary. For example, with respect to tax matters or IT, EY used forensic experts and valuation experts to assist them with the audit procedures on impairment tests.

To assess if the financial statements of Ferrovial gave a true and fair view, he noted that EY used a materiality level, which was set at €81,000,000 for that year's audit, which was about 1% of the revenues of Ferrovial. EY's detailed audit opinion included in the Annual Report also described its focused audit procedures ongoing concern, risk with respect to fraud, non-compliance and climate change risks. From EY's audit procedures thereon, he confirmed that EY had no specific findings to mention. Mr. Vernooij also explained that EY's audit approach was risk-based, meaning it focused its audit procedures on those risks which matter most for the financial statements, therefore identifying key audit matters. For the Ferrovial audit, they identified two key audit matters: (i) revenue recognition for long-term construction contracts; and (ii) the recoverability, the valuation of infrastructure projects, and the investment in infrastructure projects operating with concession arrangements. The basis for accounting for these two key audit methods, estimates and assumptions, were very important. In the audit, EY's experts challenged the management of the Company's estimates and, based on EY's audit procedures, EY concluded that the assumptions did fall within acceptable ranges. Therefore, EY finally agreed with management's conclusions on those estimates.

Mr. Vernooij concluded that based on the audit work performed, the financial statements of Ferrovial gave a true and fair view of its financial position as of the end of 2023. He continued that based on EY's information from the financial statements audit, the other information included in the 2023 Annual Report contained the necessary disclosures and was free of material misstatements. From EY's review procedures on the selected sustainability information, EY did not find any material errors.

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The Chairman thanked Mr. Vernooij and announced that questions would then be taken from shareholders. As previously noted, in the interest of the orderly conduct of the Meeting, he asked shareholders to raise questions on any agenda items at that moment, not later in the Meeting. After that time, he clarified that voting would proceed and no further questions would be accepted. For the reference, he indicated a summary of all agenda items for the Meeting had been posted on the screen. Once two or three questions had been asked, he stated the Company would proceed to answer them and so on. The Chairman asked if there were any shareholders in the room who would like to ask questions. The Chairman noted that there were no questions and stated that the Company would process the data on the registration for the Meeting and would make several formal statements. The Chairman then gave the floor to the Secretary.

The Secretary informed the Meeting that the total number of issued and outstanding ordinary shares per the record date for the Meeting (i.e., 14 March 2024), amounted to 730,044,815. He stated that the number of voting rights as of the record date was the same as each share carried one vote. At the start of the Meeting, 527,438,141 ordinary shares were present or represented. This amounted to 72.25% of the issued and outstanding ordinary shares per the record date. The Secretary informed that all voting items on the agenda

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could be adopted by a simple majority of the votes cast, as more than half of the outstanding share capital was represented.

The Chairman requested the voting operator to switch on the voting system to open the voting. He explained that, from that moment and up to agenda item 10 (Closing), shareholders would have the opportunity to vote on all agenda items and would not have to wait for a particular item to be introduced in order to be able to vote. He then moved on to the voting items starting with item 2d.

2d. Remuneration Report for the financial year 2023 (advisory voting)

The Secretary explained that this agenda item concerned the Remuneration Report for the Board for the financial year 2023. The Remuneration Report had been prepared in accordance with Dutch law and had been made available to the shareholders on the Company's website. The Meeting was asked to cast an advisory vote on the Remuneration Report.

The Chairman invited shareholders to cast their advisory vote and moved on to agenda item 2e.

2e. Adoption of the annual accounts for the financial year 2023 (voting item)

The Secretary explained that agenda item 2e concerned the discussion of the 2023 Annual Report and the adoption of the financial statements for financial year 2023. Ferrovial published the 2023 Annual Report containing financial and non-financial information, which was available for inspection at the offices of Ferrovial and could also be found on Ferrovial's website. The Secretary stated that the 2023 financial statements, based on International Financial Reporting Standards and Dutch law, were then submitted to the Meeting for adoption.

The Chairman invited shareholders to cast their vote and continued with agenda item 3.

3. Climate Strategy Report for the financial year 2023 (advisory voting)

The Secretary explained that this agenda item concerned the Climate Strategy Report for the financial year 2023. The Climate Strategy Report for 2023 had been made available on Ferrovial's website. As described in the Explanatory Notes to the agenda, the Climate Strategy Report was consistent with the recommendations of the Task Force on Climate Related Financial Disclosures. It contained information on the evolution of greenhouse gas emissions and the actions to undertake to achieve the targets established in the Emission Reduction Plan of the Company. The Climate Strategy Report was verified by an independent body and the Board had decided to submit this item to the Meeting as a non-binding advisory vote, in line with previous year.

The Chairman invited shareholders to cast their advisory vote and moved on to agenda item 4.

4. Discharge of the Directors in respect of the performance of their duties during the financial year 2023 (voting item)

The Secretary informed the Meeting that it was proposed to discharge (i) the executive directors of the Company or Ferrovial S.A. in office in the financial year 2023, in respect of the performance of their management duties, and (ii) the non-executive directors of the Company or Ferrovial S.A. in office in the financial year 2023, in respect of the performance of their non-executive duties, as such performance was apparent from the 2023 Annual Report or other public disclosures prior to the adoption of the annual accounts for the financial year 2023.

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