1.- Object of the proposal

Transcription

1 English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail. PROPOSAL FOR THE RATIFICATION AND APPOINTMENT AS DIRECTOR OF MR. ÓSCAR FANJUL MARTÍN APPROVED BY OF THE NOMINATIONS AND REMUNERATIONS COMMITTEE OF FERROVIAL, S.A. 1.- Object of the proposal The present proposal is approved by the Nominations and Remunerations Committee of Ferrovial, S.A. (the Company ) in compliance with articles 529 decies section 4 of the Consolidated Text of the Capital Companies Act, approved by Legislative Royal Decree 1/2010, of the 2nd of July, ( Capital Companies Act or CCA ), 52 c) of the Bylaws and 28.2 a) of the Regulations of the Board of Directors. In the cited precepts, it is provided for that the proposal for nomination or re-election of members of the Board of Directors corresponds to the Nominations and Remunerations Committee in the case of Independent Directors. 2.- Background The Nominations and Remunerations Committee agreed on 29 July 2015 to propose to the Board of Directors the designation of Mr. Óscar Fanjul Martín as Director with the category of Independent, in compliance with articles 529 decies section 4 of the CCA and 22.3 b) of the Bylaws. The nomination of Mr. Fanjul by the Board of Directors took place on 30 July 2015 in exercise of the faculty of co-optation to fill the vacancy arising at the moment of his appointment following the resignation of Mr. Jaime Carvajal Urquijo. On 30 July 2015, Mr. Óscar Fanjul Martín was designated Director by the Board of Directors of the Company, in exercise of the faculty of co-optation to fill the vacancy arising at the moment of his nomination following the resignation of Mr. Jaime Carvajal Urquijo. The Nominations and Remunerations Committee has carried out, in conformity with recommendation 14 of the Good Governance Code for listed companies, an analysis of the current composition of the Board and its needs. The cited analysis shall be published on the website of the Company on the occasion of the call of the Ordinary General Shareholders' Meeting of the Company. 3.- Agreement proposed: "Ratify the designation of Mr. Óscar Fanjul Martín as Director with the category of Independent, carried out by the Board of Directors by co-optation at its meeting of 30 July 2015, and appoint him as Director with the same category for the term of three years stipulated in the Bylaws and counted from the date of the present agreement." 4- Category of Independent Director At the time of his designation by co-optation, Mr. Óscar Fanjul Martín met the conditions set forth by article 529 duodecies, section 4, of the Capital Companies Act to be qualified as an Independent Director.

2 Considering that the cited circumstances remain unchanged, it is proper for Mr. Fanjul to retain his standing of Independent Director on the occasion of his ratification and new appointment, if appropriate, by the General Meeting. 5.- Competence, experience and merits of Mr. Óscar Fanjul Martín After the Nominations and Remunerations Committee carried out the corresponding evaluation at the time of the appointment by co-optation of Mr. Óscar Fanjul Martín, considered the following duties and competences as necessary for the candidates: (i) experience in the management of multinational business groups; (ii) experience and knowledge in connection with accounting and audit; (iii) knowledge of the principal geographical markets in which the Company operates; (iv) experience and knowledge of business management and strategy. The Committee deems that the indicated requirements are fulfilled in the person of Mr. Fanjul Martín, who has been enriching the Board since his designation by co-optation, with his accredited experience and extensive professional record. Born in 1949 in Santiago de Chile, Mr. Óscar Fanjul Martín is an Economist and Professor of Economic Theory on extended leave of absence. Currently, he is Vice-Chairman of Omega Capital, and member of the Board of Directors of LafargeHolcim, Marsh & McLennan Companies and Acerinox. He has been the founding Chairman and CEO of Repsol, Chairman of Hidroeléctrica del Cantábrico, and Non-Executive Chairman of NH Hoteles and Deoleo. He has formed part of the Board of Directors of Unilever, BBVA, London Stock Exchange and Areva, and has been a member of the Advisory Committee on Competitiveness to the Chairman of the European Commission, and Trustee of the International Financial Reporting Standards (IFRS). In 2012 and in recognition of his activity as Director, he was included by the National Association of Corporate Directors (NACD) of the United States in its ranking of the most influential executives. 6.- Conclusion Bearing in mind all of the foregoing, and in view of article 529 duodecies, section 4, of the Capital Companies Act, this Committee reaffirms the judgment underlying its initial decision to propose to the Board of Directors the designation of Mr Óscar Fanjul Martín as Director, and considers him ideal to continue in his post with the category of Independent. * * * NRC, 24 January Proposal Director OFM- 2/2

3 English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail. REPORT BY THE BOARD OF DIRECTORS OF FERROVIAL S.A. ASSESSING THE COMPETENCE, EXPERIENCE AND MERITS OF THE DIRECTOR, MR. ÓSCAR FANJUL MARTÍN 1.- Object of the Report The present report is drawn up by the Board of Directors of Ferrovial S.A. (the "Company ) to justify the proposal of ratification and appointment of Mr. Óscar Fanjul Martín with the category of Independent Director who under the fifth point of the Agenda is subjected to the approval of the Shareholder's Ordinary General Meeting of the Company. It is drawn up by the Board of Directors of Ferrovial S.A. (the Company ) in compliance with the terms established in Article 529, decies, Subsection 5 of Consolidated Text of Capital Companies Act, approved by Royal Legislative Decree 1/2010 of July 2, ( Capital Companies Act or CCA ), that requires a supporting report of the Board in which the competence, experience and merits of the proposed candidate are valued, which shall be attached to the Minutes of the own Board or Meeting. 2.- Background The Nominations and Remunerations Committee, in compliance with Articles 529, decies Subsection 4 of Capital Companies Act, and 52 c) of Bylaws, proposed on its meeting of 29 of July 2015 the appointment of Mr. Óscar Fanjul Martín as Director with the category of Independent Director. Last July 30, 2015, Mr. Fanjul Martín was appointed as Proprietary Director by the Board of Directors of the Company, in the exercise of the power of cooptation with the purpose to cover the existing vacancy at the moment of its appointment after the resignation of Mr. Jaime Carvajal Urquijo. The Nominations and Remunerations Committee ratified its initial criteria, and proposed the ratification and appointment of Mr. Óscar Fanjul Martín with the category of Independent Board Member. It is now admissible, in accordance with Articles 244 and 529 of Capital Companies Act, to subject the General Meeting to the ratification of the appointment of Mr. Óscar Fanjul Martín which was held on this date by the Board of Directors and his appointment as Director for a full statutory period of three years. 3.- Proposed Agreement "Ratify the appointment of Mr. Óscar Fanjul Martín as Director with the category of Independent Director held by coopting by the Board of Directors in its meeting of July 30, 2015, and appoint him as Director with the same category, for a statutory period of three years counted as of the date of the present agreement." Board of Directors, March 31, /2

4 4 Category of Independent Director At the time of their appointment by coopting, Mr. Óscar Fanjul Martín met the conditions set forth by Article 529, Subsection 4 of Capital Companies Act to be qualified as Independent Director. Considering said circumstances remain unchanged, it is admissible Mr. Fanjul Martín maintains his category as Independent Director by reason of the ratification and appointment, where appropriate, by the General Meeting. 5.- Competence, experience and merits of Mr. Óscar Fanjul Martín After the Nominations and Remunerations Committee carried out the corresponding evaluation at the moment of the appointment by coopting of Mr. Óscar Fanjul Martín, it considered the necessary following duties and competences which must be met by the candidates: (i) experience in the management of multinational business groups; (ii) experience and knowledge in connection with accounting and audit; (iii) knowledge of the principal geographical markets in which the Company operates; (iv) experience and knowledge of business management and strategy. The Board deems the indicated requirements are met in the individual professional experience of Mr. Fanjul Martín which has enriched the Board after his appointment by coopting with his established experience and extensive professional work history. Born in 1949 in Santiago de Chile, Mr. Óscar Fanjul Martín is an Economist and Professor of Economic Theory with an extended leave of absence. Currently, he is Vice-Chairman of Omega Capital, and member of the Board of Directors of Lafarge, Holcim, Marsh & McLennan Companies and Acerinox. He has been the founding Chairman and CEO of Repsol, Chairman of Hidroeléctrica del Cantábrico, and Non-Executive Chairman of NH Hoteles and Deoleo. He has been part of the Board of Directors of Unilever, BBVA, London Stock Exchange and Areva, and has been a member of the Advisory Committee of the Chairman of the European Commission, and Trustee of the International Financial Reporting Standards (IFRS). In 2012 and in recognition of his activity as Director, he was included by the National Association of Corporate Directors (NACD) of the United States in the ranking of the most influential executives. 6.- Conclusion In view of the foregoing terms, having approved Article 529, Subsection 4 of Companies Capital Act, the Board of Directors deems that Mr. Fanjul Martín is a suitable candidate for the position of Independent Director of Ferrovial, S.A. Board of Directors, March 31, /2

5 English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail. ORDINARY GENERAL SHAREHOLDERS MEETING FERROVIAL, S.A. 31 March 2016 Identity, curriculum and category of the Director whose confirmation and appointment is proposed under the Item 5.10 of the Agenda. Below is disclosed the identity and the curriculum of the Director whose confirmation and appointment has been proposed to the General Shareholders Meeting. The category, based on definitions contained in the applicable legislation, to which the proposed Director belongs to is also indicated. Óscar Fanjul Martín Independent Director Professor of Economic Theory on leave of absence. Director of Ferrovial since Vice-Chairman of Omega Capital; Director of LafargeHolcim, Marsh & McLennan Companies and Acerinox; Trustee of the Foundation of Friends of the Prado Museum, of the Center for Monetary and Financial Studies (Bank of Spain) and of the Aspen Institute (Spain). Former founding Chairman and CEO of Repsol; Chairman of Hidroeléctrica del Cantábrico; non-executive Chairman of NH Hoteles and Deoleo; Director of Unilever, BBVA, London Stock Exchange and Areva.