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Ferrovial April 04th, 2019

As we have concerns over the lack of independent representation on the Board of Directors (42% as per our guidelines and 50% according to the Company), we recommend opposing the reappointment of the members of the del Pino family (on aggregate holding 35.7%) in items 5.1, 5.5 and 5.8. We also recommend opposing the reappointment of the non-independent Directors Mr. Santiago Bergareche Busquet (item 5.2) and Mr. Joaquín Ayuso García (item 5.3), as well as Mr. José Fernando Sánchez-Junco Mans (item 5.7), who is independent according to the Company but has collected more than 12 years of association with the Group and is the CEO of a supplier of Ferrovial.

In item 9, we recommend that shareholders oppose the authorization to increase the share capital by maximum 50%, as the authority includes the power to exclude pre-emptive rights in connection with 20% of the share capital, which exceeds the ECGS' voting policy limit of 10% on general authorizations without pre-emptive rights.

In item 10, we also recommend opposing the authorization to issue convertible securities, as the authority exceeds our voting policy limit on capital increases without pre-emptive rights, and the proposal includes the authority to issue preferred shares, potentially undermining the principle of shareholder equality.

In item 11, shareholders are called to a binding vote on the 3-year remuneration policy for the members of the Board of Directors. We regret that the aggregate variable remuneration depends more on annual than long-term results (the annual cash bonus will represent 56% of the variable remuneration), and we strongly regret that the performance conditions that will be used to calculate the 2019-2021 incentive are not disclosed (with the only exception of TSR). In addition, we have concerns over the excessive weight of the qualitative assessment of the Board in determining the annual bonus (weighing at least 30% of the bonus). Therefore, we recommend opposition. Due to the lack of disclosure of performance conditions, we also recommend that shareholders oppose the 2019-2021 performance share plan (item 12).

Underlying
Ferrovial

Ferrovial is a transportation company based in Spain. Co. is engaged in operations in the transportation sector. Co. specializes in the design, construction, management, administration and maintenance of transport infrastructures. Co.'s services range also includes the maintenance of parking lots, and land-, sea- and air-based transport networks. Co. is also engaged in the promotion and operation of short-stay parking lots, parking regulation and management services and promotion and sale of residents' parking.

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Proxinvest
Proxinvest

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