FER 20-F DEF-14A Report Dec. 31, 2024

FERROVIAL SE

20-Fs

20-F	Fiscal year ended Dec. 31, 2024

fer-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF

1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41912

Ferrovial SE

(Exact name of Registrant as specified in its charter)

The Netherlands

(Jurisdiction of incorporation or organization)

Gustav Mahlerplein 61-63 Symphony Towers, 14th Floor

1082 MS Amsterdam

The Netherlands

(Address of principal executive offices)

Ignacio Madridejos

Chief Executive Officer

Gustav Mahlerplein 61-63 Symphony Towers, 14th Floor

1082 MS Amsterdam

The Netherlands

Telephone: +31 20 798 3700

Investor Relations

ir@ferrovial.com

Príncipe de Vergara, 135

28002 Madrid

Spain

Telephone: +34 91 586 2736

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value EUR 0.01 per share	FER	Nasdaq Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report: As of December 31 , 2024 ,

the registrant had 721,806,552 ordinary shares outsta nding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for

such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Y es ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this

chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated

filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,

2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under

Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to

previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive

officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐ U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒


TABLE OF CONTENTS

	Page
INTRODUCTION AND USE OF CERTAIN TERMS	iii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	vi
SUMMARY OF RISKS FACTORS	vii
PART I	1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS	1
A. Directors and Senior Management	1
B. Advisers	1
C. Auditors	1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3. KEY INFORMATION	1
A. [Reserved]	1
B. Capitalization and Indebtedness	1
C. Reasons for the Offer and Use of Proceeds	1
D. Risk Factors	1
ITEM 4. INFORMATION ON THE COMPANY	38
A. History and Development of the Company	39
B. Business Overview	43
C. Organizational Structure	85
D. Property, Plants, and Equipment	87
ITEM 4A. UNRESOLVED STAFF COMMENTS	87
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	87
A. Operating Results	88
B. Liquidity and Capital Resources	117
C. Research and Development, Patents and Licenses, etc	134
D. Trend Information	134
E. Critical Accounting Estimates	134
ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES	135
A. Directors and Senior Management	135
B. Compensation	142
C. Board Practices	149
D. Employees	153
E. Share Ownership	153
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.	153
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	154
A. Major Shareholders	154
B. Related Party Transactions	156
C. Interests of Experts and Counsel	160
ITEM8. FINANCIAL INFORMATION	160
A. Consolidated Statements and Other Financial Information	160
B. Significant Changes	166
ITEM 9. THE OFFER AND LISTING	167
A. Offering and Listing	167
B. Plan of Distribution	167
C. Markets	167
D. Selling Shareholders	167
E. Dilution	167
F. Expenses of the Issuer	167
ITEM 10. ADDITIONAL INFORMATION	167


A. Share Capital	167
B. Memorandum and Articles of Association	167
C. Material Contracts	167
D. Exchange Controls	168
E. Taxation	168
F. Dividends and Paying Agents	177
G. Statement by Experts	177
H. Documents on Display	177
I. Subsidiary Information	178
J. Annual Report to Security Holders	178
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	178
I TEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	178
A. Debt Securities	178
B. Warrants and Rights	178
C. Other Securities	178
D. American Depositary Shares	178
PART II	179
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	179
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	179
ITEM 15. CONTROLS AND PROCEDURES	179
A. Disclosure Controls and Procedures	179
B. Management’s Annual Report on Internal Control Over Financial Reporting	179
C. Attestation Report of the Registered Public Accounting Firm	179
D. Changes in Internal Control Over Financial Reporting	179
ITEM 16. [RESERVED]	181
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	181
ITEM 16B. CODE OF ETHICS	181
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	181
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	182
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	182
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	184
ITEM 16G. CORPORATE GOVERNANCE	185
ITEM 16H. MINE SAFETY DISCLOSURE	186
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	186
ITEM 16J. INSIDER TRADING POLICIES	186
ITEM 16K. CYBERSECURITY	186
Part III	189
ITEM 17. FINANCIAL STATEMENTS	189
ITEM 18. FINANCIAL STATEMENTS	189
ITEM 19. EXHIBITS	190
SIGNATURES	192
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

iii

INTRODUCTION AND USE OF CERTAIN TERMS

The Group started its operations in 1952 as a Spanish railway infrastructure company under the commercial name

“Ferrovial”. In May 1999, our predecessor, Grupo Ferrovial, S.A., completed an initial public offering of its ordinary

shares and the listing of its ordinary shares on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, regulated

markets of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. (such

exchanges, together, the “Spanish Stock Exchanges”).

Since our inception, we have undergone various corporate reorganizations, the most recent taking place on June 16,

2023, when we completed: (i) our re-domiciliation from Spain to the Netherlands through a cross-border merger by

absorption between Ferrovial, S.A. (“Ferrovial, S.A.”), as the Spanish absorbed company and the pre-Merger parent of

the Group (as defined below) , and Ferrovial International SE (renamed Ferrovial SE (the “Company” or “Ferrovial”)

following the Merger (as defined below)), as a wholly-owned subsidiary of Ferrovial, S.A . and the Dutch absorbing

company, with the termination, via dissolution without liquidation, of Ferrovial, S.A. and the acquisition of all of

Ferrovial, S.A.’s assets, liabilities and other legal relationships by universal succession by Ferrovial International SE

(the “Merger”) and (ii) the admission to listing and trading of all ordinary shares with a nominal value of EUR 0.01

each (“ordinary shares”) in the share capital of Ferrovial on Euronext in Amsterdam, a regulated market of Euronext

Amsterdam N.V. (“Euronext Amsterdam”) and the Spanish Stock Exchanges. Our ordinary shares began trading on

Euronext Amsterdam and the Spanish Stock Exchanges on June 16, 2023, and on the Nasdaq Global Select Market,

under the symbol “FER”, on May 9, 2024.

We have prepared this Annual Report on Form 20-F (the “Annual Report”) using a number of conventions, which you

should consider when reading the information contained herein.

In this Annual Report, unless otherwise specified, the terms “Ferrovial,” the “Company,” the “Group”, “our

company,” “we,” “us,” and “our” refer to Ferrovial SE, individually or together with its consolidated subsidiaries, as

the context may require (or Ferrovial, S.A., individually or together with its consolidated subsidiaries, if referring to

the period prior to the Merger completion); the term the “Group Companies” refers to the companies within the Group

and the term the “Companies” refers to the companies within the Group and our equity-accounted companies. In

addition, we may use the full name of the pre-Merger or post-Merger parent company, wherever such reference may

aid in the understanding of this filing.

Additionally, this Annual Report uses the following conventions:

▪ “Australian dollar”, “AUD” and “AU$” are the lawful currency of Australia;

▪ “Canadian dollar”, “CAD”, and “Can$” are the lawful currency of Canada;

▪ “euro”, “EUR” or “€” are the single currency of the European Economic and Monetary Union ;

▪ “Indian rupee”, “INR” and “₹” are the lawful currency of India;

▪ “IFRS-IASB” are the International Financial Reporting Standards as issued by the International Accounting

Standards Board;

▪ “Nasdaq” is the Nasdaq Global Select Market;

▪ “Polish zloty”, “PLN” and “gr” are the lawful currency of Poland;

▪ “pound sterling”, “GBP” or “£” are the lawful currency of the United Kingdom; and

▪ “US$”, “U.S. dollar” and “dollar” are the lawful currency of the United States.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

The financial information contained in this Annual Report includes our audited consolidated financial statements as of

December 31, 2024 and 2023 and for each of the years ending December 31, 2024, 2023 and 2022, prepared in

accordance with IFRS-IASB, which have been audited by Ernst & Young, S.L. (collectively, the “Audited Financial

Statements”).

In the Merger, all shareholders of the former parent company of the Group were allotted shares in the new parent

company of the Group, Ferrovial SE, except for a small group of shareholders who received cash in lieu of shares in

connection with the Merger, in compliance with the applicable laws and regulations. The only changes affecting the

corporate structure of the Group pursuant to the Merger were (i) the change of the parent company from the Spanish

entity Ferrovial, S.A. to the Dutch entity Ferrovial SE and (ii) the transfer of the Spanish assets from Ferrovial, S.A. to

Ferrovial SE’s Spanish branch, Ferrovial SE Sucursal en España. See “ Item 4. Information on the Company — C.

Organizational Structure —Group Structure .” Therefore, in preparing the Audited Financial Statements, the Company

has decided to apply a “pooling of interest” or “predecessor accounting” approach, as it considers this approach best

reflects the substance of the reorganization. Moreover, the Company believes that this approach provides useful

information about the Group and is the best way for users of our financial information to understand the performance

of the Group’s underlying business. Therefore, the Audited Financial Statements covering the period before the

completion of the Merger were prepared for the consolidated group headed by Ferrovial, S.A.

In January 2024, we conducted a partial reorganization of our Business Divisions (for further information, see “ Item 4.

Information on the Company —B.Business Overview —1. Overview ” and Note 1.5 (Segment Reporting) to the Audited

Financial Statements). Information presented in this Annual Report for historical periods prior to the segment change

has been revised to reflect the partial reorganization.

The financial information presented in this Annual Report reflects the operating and financial performance of the

Group, its cash flows and financial position and resources. The Group’s results as reported in accordance with IFRS-

IASB represent the Group’s overall performance. The Group also uses a number of non-IFRS measures to report the

performance of its business, as described in “ Item 5. Operating and Financial Review and Prospects—A. Operating

Results—8. Non-IFRS Measures: Operating Results” and “ —B. Liquidity and Capital Resources—6. Non-IFRS

Measures: Liquidity and Capital Resources. ”

Industry and Market Data

This Annual Report includes statistical data, market data and other industry data and forecasts obtained from market

research, publicly available information and independent industry publications and reports that we believe to be

reliable sources, although we have not verified the accuracy and completeness of such third-party data. Forecasts,

projections and other forward-looking information obtained or derived from these sources involve risks and

uncertainties and are subject to the same qualifications and additional uncertainties applicable to the other forward-

looking statements included in this Annual Report. You should not place undue reliance on these statements. See

“ Cautionary Statement Regarding Forward-Looking Statements .”

Foreign Currency Translations

Unless stated otherwise, transactions in foreign currencies are translated into euro at the exchange rates applicable at

the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into the

functional currency at the applicable reporting date. For further details see Note 1.4 (Exchange Rate) to the Audited

Financial Statements.

Rounding

Amounts in this Annual Report have been rounded off to the nearest million euros, or in certain cases, the nearest

thousand euros; there may be discrepancies in totals and sums of the amounts listed due to rounding. Figures shown

as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

Trademarks, Service Marks and Trade Names

Throughout this Annual Report, we refer to various trademarks, service marks and trade names that we use in our

business. The “Ferrovial” logo is the property of Ferrovial SE. We have several other trademarks and service marks.

Solely for convenience, some of the trademarks, service marks and trade names referred to in this Annual Report are

listed without the “®” or “™” trademark designations. All rights to such trademarks are nevertheless reserved, and

other trademarks and service marks appearing in this Annual Report are the property of their respective owners.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements within the meaning of the safe harbor provisions of the U.S.

Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the

safe harbor provisions for forward-looking statements contained in Section 27A of the U.S. Securities Act of 1933, as

amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the

“Exchange Act”). All statements other than statements of historical facts contained in this Annual Report, including

statements regarding o ur future results of operations, financial condition, the sufficiency of our sources of liquidity and

available working capital, business strategy and plans and objectives of management for future operations, plans,

expectations and estimations related to expenditures and divestitures, expectations surrounding future shareholder

distributions, our anticipated appointment of a new independent registered public accounting firm , are forward-looking

statements.

In some cases, you can identify forward-looking statements because they contain words such as “anticipate,”

“believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,”

“outlook,” “plan,” “potential,” “predict,” “probability,” “project,” “risk,” “should,” “target,” “trends,” “will,” or

“would,” or the negative of these words or other similar terms or expressions.

We have based these forward-looking statements largely on our current expectations and projections about future

events and trends that we believe may affect our financial condition, results of operations, business strategy and

financial needs. These forward-looking statements are neither promises nor guarantees, but are subject to a number of

known and unknown risks, uncertainties, other factors and assumptions that could cause our actual results,

performance or achievements to be materially different from any future results, performance, achievements

expectations or projections expressed or implied by the forward-looking statements, including the risks described in

“Item 3. Key Information—D. Risk Factors” and elsewhere in this Annual Report. Furthermore, new risks may

emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of

all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to

differ materially from those contained in, or implied by, any forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. We undertake no obligation to

update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of

this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and

you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect

the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.

These statements are based on information available to us as of the date of this Annual Report. While we believe that

information provides a reasonable basis for these statements, that information may be limited or incomplete. Our

statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant

information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these

statements.

Additionally, we may provide information herein or on our website, or documents accessible thereby, that is not

necessarily “material” under the federal securities laws for Securities and Exchange Commission (“SEC”) reporting

purposes, but that is informed by various environmental, social, and governance (“ESG”) standards and frameworks

(including standards for the measurement of underlying data), and the interests of various stakeholders, among other

things. Much of this information is subject to assumptions, estimates or third-party information that are still evolving

and subject to change. For example, our disclosures based on any standards may change due to revisions in framework

requirements, availability or quality of information, changes in our business or applicable government policies, or

other factors, some of which may be beyond our control.

You should read this Annual Report and the documents that we reference in this Annual Report and have filed as

exhibits to the Annual Report of which this Annual Report is a part with the understanding that our actual future

results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our

forward-looking statements by these cautionary statements.

vii

SUMMARY OF RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those described in “Item 3. Key Information—D.

Risk Factors.” You should carefully consider these risks and uncertainties when investing in our ordinary shares.

Principal risks and uncertainties affecting our business include the following :

◦ risks related to our diversified geographical operations and Business Divisions, including without limitation

vehicle and passenger use levels for toll roads and airports we operate, unanticipated construction and

planning issues, including budget overruns and delays, and their impact on major project capital investment

programs, the availability of private sector projects and reductions in project procurement and delays in the

completion of projects by the private sector, energy price volatility and difficulties in securing long-term off-

take agreements, and changes in the regulation of any of the energy markets where we operate , and the

triggering of performance guarantees or other similar contractual obligations in connection with any of the

foregoing risks ;

◦ risks related to our acquisitions, divestments and other strategic transactions that we may undertake and

considering that our business is derived from a small number of projects;

◦ the impact of competitive pressures in our industry and pricing, including the costs of and lack of certainty in

winning competitive tender processes, and the lack of funds allocated to public sector projects in the

countries in which we operate, and competition for skilled talent;

◦ general economic and political conditions and events and the impact they may have on us, including, but not

limited to, increases in inflation rates and rates of interest, exchange rate fluctuations, increased costs for

materials, and the impact of cybersecurity attacks, terrorist attacks and other acts of violence, and impacts

resulting from the ongoing Russia/Ukraine and the Middle East conflicts;

◦ our ability to obtain adequate financing in the future as needed;

◦ our ability to maintain compliance with the continued listing requirements of Nasdaq Global Select Market,

Euronext Amsterdam and the Spanish Stock Exchanges;

◦ lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be

subject to;

◦ impact of any changes in existing or future tax regimes or regulations; and other risks and uncertainties;

◦ risks specific to our securities, including the payment of future dividends, which will depend on our financial

condition and results of operations, and the liquidity of our shares as a consequence of the multiple listings in

different jurisdictions;

◦ risks related to increased digitalization and to cybersecurity threats, including risks relating to related

evolving legal and regulatory regimes;

◦ risks related to the concentration of individual projects upon which our business is dependent;

◦ the impacts of accidents or other incidents at our project sites and facilities, including possible disruptions

and delays, harm to our employees or customers and reputational damage;

◦ physical and transitional risks in connection with the impacts of climate change, including the impact of

extreme weather conditions, and risks in connection with natural disasters or similar catastrophic events,

including extreme weather conditions, health emergencies and government and societal responses thereto;

◦ risk related to increased scrutiny and changing expectations in connection with sustainability and ESG

matters;

◦ risks related to the adequacy or existence of our insurance coverage and any non-recoverable losses;

◦ risk associated with the international nature of our business and operations, including compliance with the

U.S. Foreign Corrupt Practices Act, EU anti-corruption legislation, the U.K. Bribery Act, import and export

controls and economic sanctions laws imposed by the U.S. government, and similar laws in other

jurisdictions;

◦ our reliance on and ability to locate, select, monitor, and manage subcontractors and service providers;

◦ our legal and regulatory risks given that we operate in highly regulated environments and may be subject to

changes in regulations, including that we contract with government authorities and face risks and

uncertainties in obtaining permits and rights-of-way and in securing land rights; and

viii

◦ risks related to our holding company structure and from our joint venture and partnership operations,

including impacts from our reliance on our partners’ financial condition, performance, and decisions

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS

1.A. Directors and Senior Management

Not applicable.

1.B. Advisers

Not applicable.

1.C. Auditors

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not applicable.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

3.D. Risk Fact ors

You should carefully consider the risks described below, together with all of the other information in this Annual

Report, including the Audited Financial Statements and related notes. Our business, financial condition, and results of

operations could be materially and adversely affected if any of the risks described below occur. As a result, the market

price of our ordinary shares could decline, and you could lose all or part of your investment. This Annual Report also

contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding

Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in

these forward-looking statements due to certain important factors, including the risks facing our Group. Additional

risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business

operations.

3.D.1 Risks Related to Our Business and Structure

3.D.1.1 Global economic and political conditions have had and in the future could have a material adverse effect

on our business, financial condition, results of operations, and prospects and may magnify certain risks that affect

our b usiness.

Our business performance is closely linked to the economic cycle and political conditions in the countries, regions,

and cities in which we operate. As a result of our diverse geographical operations, in 2024 we generated the majority

of our revenues across several core jurisdictions, including the United States ( 35.8% ), Poland ( 23.2% ), Spain ( 17.3% ),

the United Kingdom ( 8.8% ) and Canada ( 2.7% ).

Typically, robust economic growth in the areas where we operate results in greater demand for our services, while

slow economic growth or economic contraction adversely affects such demand. For example, the toll roads and

aviation businesses are cyclical by nature and are closely linked to general economic conditions.

All revenues, dividends, and investments from our Companies are exposed to risks inherent to economic conditions in

the countries in which they operate. Operations in the countries where we do business are exposed to factors such as:

(i) fluctuations in local economic growth; (ii) changes in inflation rates; (iii) devaluation, depreciation or excessive

appreciation of local currencies; (iv) foreign exchange controls or restrictions on profit repatriation; (v) changing

interest rate environments; (vi) changes in financial, economic and tax policies; (vii) instances of fraud, non-

compliance, bribery or corruption; (viii) social conflicts; (ix) political and macroeconomic instability; and (x) changes

in applicable law.

Geopolitical conflict, political uncertainty and instability risks have been on the rise across many economies, resulting,

in some cases, in inward-looking policies and protectionism, which could in turn lead to increased pressures for policy

reversals or failure to implement needed reforms. The conflicts in Ukraine and the Middle East have contributed to

greater global political uncertainty and instability, as further discussed under “ —7. The conflicts in Ukraine and in the

Middle East may adversely impact our global activities and could have a material adverse effect on our business,

financial condition, results of operations, and prospects”. ”

Economic growth, globally and in the EU, has been subject to constraints on private sector lending and increases in the

cost of financing. Recent examples of downside risks to the global economy that have also affected our results include:

(i) rising geopolitical tensions , most notably the ongoing conflicts in Ukraine and in the Middle East, (ii) the sharp

rise in inflation, and (iii) volatile global financial conditions. In addition, many developed economies where we

operate, such as the United States, Spain, the United Kingdom, and Canada, have experienced high inflation rates and

a corresponding tightening of monetary policy as a result of the strong and persistent upturn in prices.

Continued weakness in many emerging economies where we operate has also contributed to the risk of deterioration of

global economic and political conditions. For example, we believe that in Latin America, political systems and

institutions may be subject to increased stress as a consequence of the global macroeconomic events, including (i) the

conflicts in Ukraine and the Middle East, and (ii) high food and energy costs as a result of inflationary pressures, and

(iii) the slowdown in the Chinese economy and its contribution to global uncertainty, all of which contribute to

increased risks of sovereign defaults and social unrest. Although a number of measures have been implemented by the

public sector to mitigate these risks (such as the United States’ Infrastructure Investment and Jobs Act, the European

Union’s Next Generation EU (NGEU) fund, and the UK Build Back Better plan, among others), these measures may

prove to be ineffective or insufficient to prevent the deterioration of the economies of the countries in which we

operate.

Also, in the U.S., our assets are affected by economic growth and regulations. Regulations such as international trade

relations, energy and infrastructure, and new legislation and regulations, including those related to taxation and

importation; economic and monetary policies, and foreign policy and diplomacy; heightened diplomatic tensions and

political and civil unrest, which could adversely impact the global economy and our operating results. The nature,

timing, and economic and political effects of these potential changes to the current policy, legal and regulatory

framework affecting our activities remain highly uncertain. For example, potential stricter conditions for the import of

equipment from certain countries, which might impact the growth and profitability of our businesses in the US. In

addition, although the Federal Reserve recently decreased interest rates , inflation remains at moderately high levels .

In Canada, 2025 is a year of elections both at the federal and provincial levels in Ontario. The nature, timing, and

economic impact of potential changes on current policy, legal, and regulatory framework affecting our activities

remain highly uncertain.

In Spain, a number of concerns continue to exist in respect to the Spanish economy (where, in 2024, we generated

17.3% of our revenue) (for a detailed overview of the countries in which we operate, see “ Item 5. Operating and

Financial Review and Prospects ”). While in recent years, there has been some progress, the Spanish economy

continues to be susceptible to various geopolitical and macroeconomic factors, such as the uncertainty originated by,

among other circumstances, (a) international trade tensions between the United States and China, or (b) volatility in

commodity prices. These events could cause an increase in Spain’s political and economic uncertainty, which could, in

turn, have a material adverse effect on our business, financial condition, results of operations, and prospects.

We also have operations in a number of Latin American countries, which tend to be more vulnerable to the effects of

macroeconomic events and political instability. In those countries, we are exposed to, among others, macroeconomic

factors such as inflation, geopolitical tensions, environmental factors, and other socioeconomic and political factors.

For example, we have significant operations in Chile, where in the year ended December 31, 2024 , we generated EUR

371 million in revenue.

In addition, other factors or events may affect global and national economic conditions, such as heightened

geopolitical tensions, war, acts of terrorism, natural disasters, pandemics, or other similar events outside our control.

Even in the absence of an economic downturn, we are exposed to substantial risk stemming from volatility in areas

such as consumer spending, business investment, financial conditions, government spending, capital markets

conditions, and price inflation, which affect our business and our economic environment and, consequently, our size

and profitability. Increases in national public debt may lead countries to increase taxes and to reduce investment in

infrastructure. Unfavorable economic conditions could also lead to decreased use of, and related income from, toll

roads projects, reduced air travel, and reduced investment in the construction sector and energy sector. Furthermore,

any financial difficulties suffered by our sub-contractors or suppliers could increase our costs or adversely affect our

project schedules.

Any deterioration of the economies or political conditions of the countries in which we operate could have a material

adverse effect on our business, financial condition, results of operations, and prospects.

3.D.1.2 We operate in highly competitive industries and where customer risk transfer dynamics may not be

balanced; our profitability could be affected by our failure to manage competitive dynamics and address risk

transfer imbalances, including a failure to accurately estimate revenue, project risks, the availability and cost of

resources and time, when bidding on projects, any of which could have a material adverse effect on our business,

financial condition, and results of operations.

The market for infrastructure development and operation projects is highly competitive and is exposed to political and

social factors that are difficult to predict and manage. Most of our competitors are multinational companies bidding on

projects worldwide, which places the competitive focus on the attractiveness of each individual project as opposed to

its geographical location. These circumstances may have an impact on the achievement of our growth objectives.

We compete against various groups and companies that may have more local experience, resources, or awareness than

we do. Furthermore, the economic slowdown in Europe and the financial difficulties faced by emerging countries are

negatively affecting public clients’ investment capacity and, by extension, could affect to some of our business

opportunities in those geographies. This lack of investment opportunities in Europe has pushed capital flows towards

markets with greater availability of resources in which we also operate, increasing the competitive tension within those

markets and resulting in pressures on prices and profit margins in projects in which the customer risk transfer dynamic

is not balanced.

Technological developments in terms of digitalization of processes may also pose a risk to our business if our

competitors develop an advantage over us in this area. Specifically, if we fail to develop differential competitive

capabilities at the same or a higher pace than our competitors due to the rapid deployment of generative artificial

intelligence by said competitors, this may pose a significant risk to our business, financial condition, and results of

operations, as the engineering and construction industry is highly dependent on technology. Failure to adequately keep

up with technological advances could result in our decreased profitability and loss of market share.

In recent years, the construction sector at an international level has been experiencing low profitability margins, which

we believe to be partly driven by aggressive commercial strategies, imbalances in customer risk transfer, and cost

inflation. These financial considerations may be further accentuated by the political and economic environment created

as a result of the conflicts in Ukraine and the Middle East. In addition, the increase in infrastructure-focused

investment funds requiring lower rates of return in their investments, coupled with these funds’ readiness to take on

more segments of a project’s value chain, may increase competition in our target markets.

If we are unable to obtain contracts for new projects to sustain our current order book (the “Order Book”) volume, or if

these projects are only awarded under less favorable terms as a result of macroeconomic and competitive pressures,

our business, financial condition, and results of operations may be adversely affected.

Furthermore, particularly when operating under fixed fee contracts in the Construction Business Division, we realize a

profit only if we can successfully estimate our costs and prevent any cost overruns on contracts. Cost overruns can

result in lower profits or operating losses on projects, which could have an adverse effect on our business, financial

condition, and results of operations. Our estimates and predictions can be difficult to make, particularly in a highly

competitive and uncertain environment (for additional information on the worsening of the global economic and

political conditions and their impact on our business, see “ —1. Global economic and political conditions have had and

in the future could have a material adverse effect on our business, financial condition, results of operations, and

prospects and may magnify certain risks that affect our business ” and “ —7. The conflicts in Ukraine and in the Middle

East may adversely impact our global activities and could have a material adverse effect on our business, financial

condition, results of operations, and prospects” ), and may turn out to be inaccurate. If we fail to identify key risks or

effectively estimate costs for projects where we are exposed to the risk of cost overruns, this could have an adverse

effect on our business, financial condition, and results of operations.

For example, most of our customers in the public infrastructure sector are public entities. These or other customers

may, from time to time, request amendments or alterations to agreed projects plans, even after the project has

commenced, or ask to renegotiate terms. Any of this could lead to project delays, increased project development costs

for us, or even termination of contracts. We may not always be able to recoup the increased costs in such cases. Any

potential project amendments or renegotiations with our customers could therefore significantly reduce the revenue

and profit we are able to realize. If we are unsuccessful in our claims against customers in this context, there may be a

reduction in the expected revenues and profit of such projects, which could have an adverse effect on our business,

financial conditions, and results of operations.

If we fail to identify key risks or effectively estimate costs for projects where we are exposed to the risk of cost

overruns, or if client renegotiations cause a project to incur additional, unexpected costs, this could have an adverse

effect on our business, financial condition, and results of operations.

3.D.1.3 We depend on funds allocated to public sector projects in the countries in which we operate, and any

decrease in allocation of such funds may adversely impact our project volume, which could adversely affect our

business, financial condition, and results of operations.

We currently indirectly benefit from funds granted by the European Union to its member states (the “Member States”)

and allocated to those Member States’ public entities. However, due to political, economic, or other considerations,

these funds may no longer be available to us in the future, or there may be delays in receipt of such funds. A

cancellation or delay in the receipt of such funds may adversely affect our business, financial condition, results of

operations, and prospects.

In particular, our Construction Business Division depends on public sector projects. For example, in 2024 clients from

the public sector accounted for 86% of the total Order Book of our Construction Business Division, which amounted

to EUR 14,411 million as of December 31, 2024 (for further information on the Construction Business Division’s

clients, see “ Item 4. Information on the Company—B. Business Overview—3. Group Overview—3. Our Business

Divisions—3. Construction Business Division ”).

The toll roads industry, generally, and our Toll Roads Business Division, specifically, depend mainly on the continued

availability of attractive levels of government funds and incentives to attract private investments, in particular as it

pertains to public-private risk sharing in connection with private toll roads development. Such government funds are

generally granted in connection with the construction and operation of toll roads for the benefit of the general public.

For instance, in the United States, we currently benefit from the Transportation Infrastructure Finance and Innovation

Act (“TIFIA”)’s credit assistance program as granted by the United States Department of Transportation to leverage

limited federal resources and stimulate capital market investment in transportation infrastructure by providing credit

assistance in the form of direct loans, loan guarantees, and standby lines of credit (rather than grants) to projects of

national or regional significance, such as our development of additional highway lanes within existing highways that

incorporate dynamic tolls that change in real-time based on traffic conditions (the “Managed Lanes”). Our projects in

the United States have been granted funds through different financial instruments under the TIFIA credit assistance

program (for a description of the credit assistance received, see “ Item 5. Operating and Financial Review and

Prospects—B. Liquidity and Capital Resources—8. Financing ”). As of December 31, 2024 the balance of these TIFIA

loans was USD 2,620 million.

If, due to political, economic, or other considerations, funds like those received through TIFIA are no longer available

or the TIFIA credit assistance program is cancelled, this could have a material adverse effect on our ability to develop

new projects. Furthermore, decreases in the funds allocated to public sector projects may force private sector

construction companies, such as us, to halt projects that are already underway. For these reasons, a continued and

further decrease in the spending on the development and execution of public sector projects by governments and local

authorities in the markets in which we already operate or in those in which we could operate in the future could

adversely affect our business, financial condition, and results of operations.

3.D.1.4 The increase in digitalization and consequently, the increased risk of cyber threats and misuse of quantum

technology, may affect our normal operation of assets and our ability to generate expected value, which could have

a material adverse effect on our business, financial condition, and results of operations.

In a highly digitalized and interconnected economic environment, the risk of cyber security events or system failures

potentially harming us has exponentially increased in recent years. Our digital products and services, industrial

systems and Internet connected assets, which include hardware, software, technology infrastructure and online sites

and networks for both internal and external operations (collectively, “digital and technological environments” or “DT

environments”), are critical to our business operations. We own and manage some of these DT environments but also

rely on third-party providers for a range of services, including cloud computing. We and certain of our third-party

providers use these DT environments to collect, maintain and process data about customers, employees, business

partners and others, including information about individuals, as well as proprietary information belonging to our

business such as trade secrets (collectively, “Confidential Information”).

Our DT environments and Confidential Information are exposed to threats in the cyber space from diverse threat

actors by, among others, hostile government agencies, hacktivists, insiders, criminals as well as through diverse attack

vectors, such as social engineering/phishing, malware (including ransomware), human or technological error, and as a

result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in

commercial software that is integrated into our (or our suppliers’ or service providers’) DT environments.

These threats can impact the normal operation of our DT environments, impact our ability to generate expected value

of the assets, result in the disclosure of our Confidential Information, or potentially undermine our reputation. For

example, there may be an increase in cyber threats in connection with the conflict in Ukraine, as discussed under “ —7.

The conflicts in Ukraine and in the Middle East may adversely impact our global activities and could have a material

adverse effect on our business, financial condition, results of operations, and prospects. ”

The extent to which a cyber threat can impact our DT environment, Confidential Information, or an asset depends on

the nature of the DT environment, Confidential Information or asset, the cyber threat agent’s origin, the scope of the

security breach, and the extent to which we are prepared to respond to such a cyber threat. Critical infrastructures

(such as airports, highways, and energy infrastructure), which are the main assets of our business, are a common target

for such threats. Additionally, if a cyber threat is not successfully managed, it could impact our ability to generate

expected value. For instance, a ransomware attack affecting one of our airports could cause flight cancellations, which

in turn could materially affect our operating revenues and financial results. Additionally, the rapid development of the

quantum computing industry is also relevant as it is shortening the time in which quantum computers can break current

encryption systems and compromise sensitive data security. Furthermore, remote and hybrid working arrangements

increase cybersecurity risks due to challenges in managing remote computing assets and vulnerabilities in non-

corporate networks.

During 2024, we experienced various security events, some of which were associated with malicious, harmful, or

potentially malicious and/or harmful activities (which we consider “security incidents”). None of these security

incidents had a significant impact on our DT environments, Confidential Information or assets, and they were

managed using our protection, detection, response, and recovery procedures, as appropriate. While to date no security

incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents

will not occur in the future. Additionally, cyber threats are expected to accelerate globally in frequency and magnitude,

with threat actors using sophisticated techniques, including artificial intelligence, to circumvent security controls,

evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or

recover from future attacks or security incidents, or to avoid a material adverse impact to our DT environments,

Confidential Information or assets.

There can also be no assurance that our cybersecurity risk management program and processes, including our policies,

controls or procedures, will be fully implemented, complied with or effective in protecting our DT environments,

Confidential Information, and assets. Furthermore, we regularly identify and track security vulnerabilities across our

DT environments, which may persist even after patches are issued or other remedial measures taken.

Any adverse impact on our DT environments, Confidential Information, or assets can result in legal claims, regulatory

actions, fines, reputational damage, and significant incident response costs. For example, there is a potential risk that

cyberattacks may render our DT environments or assets, or those of our service providers, temporarily inoperative.

Furthermore, the increased risk of cyber threats may impact our business plan due to a consequent reduction in the

value of the asset, may lead to loss or theft of Confidential Information, know-how and intellectual and industrial

property, as well as lead to economic loss tied to resuming operations, and may damage our reputation and related

competitive advantage, compromising potential business opportunities. In addition, we may face sanctions as a

consequence of potential regulatory and contractual non-compliance resulting from an asset’s lack of operations

following a cyber-attack or incur expenses in an effort to comply with obligations, including notification obligations,

under applicable laws.

Finally, we cannot guarantee that costs and liabilities from an attack will be covered by our existing insurance policies

or that future insurance will be available on reasonable terms or at all. These factors could have an adverse effect on

our business, financial condition, and results of operations.

3.D.1.5 Any actual or perceived failure to comply with new or existing laws, regulations and other requirements

relating to the privacy, security and processing of Personal Information could adversely affect our business, results

of operations, or financial condition.

In conducting our business, we receive, store, use and otherwise process information that relates to individuals and/or

constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under

applicable data privacy laws (collectively, “Personal Information”). We are therefore subject to a variety of federal,

state and foreign laws, regulations and other requirements relating to the privacy, security and handling of Personal

Information. For example, in Europe and the UK, we are subject to the European Union General Data Protection

Regulation (the “EU GDPR”) and to the United Kingdom General Data Protection Regulation and Data Protection Act

2018 (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”), while in the

U.S., we are subject to various state and federal laws like the California Consumer Privacy Act and others. In addition,

the GDPR regulates cross-border transfers from the EEA and the UK and we anticipate ongoing legal complexity and

scrutiny regarding international data transfers. We have invested significant resources in complying with these

requirements, which can be both time-consuming and costly.

The application and interpretation of such requirements are constantly evolving and are subject to change, creating a

complex compliance environment. In some cases, these requirements may be either unclear in their interpretation and

application or they may have inconsistent or conflicting requirements with each other. Further, there has been a

substantial increase in legislative activity and regulatory focus on data privacy and security around the globe, including

in relation to cybersecurity incidents. In addition, some such requirements place restrictions on our ability to process

Personal Information across our business or across country borders.

It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of

existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes,

or change our handling of information and business operations, which could ultimately hinder our ability to grow our

business. In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements

relating to the privacy, security and handling of information could result in legal claims or proceedings (including

class actions), regulatory investigations or enforcement actions. We could incur significant costs in investigating and

defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our

business. These proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and

an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition

could be materially adversely affected.

3.D.1.6 Our business is derived from a small number of major projects, which, if terminated or otherwise

materially affected, may have a material adverse effect on our business, financial condition, and results of

operations.

Our main projects in terms of valuation and equity invested are (i) in the Toll Roads Business Division, the 407

Express Toll Road (the “407 ETR”) and several Managed Lanes projects such as the North Tarrant Express toll road

(“NTE”), the North Tarrant Express 35W toll road (“NTE 35W”), the I-66 toll road (“I-66”), the I-77 Express lane

(“I-77”), and the Lyndon B. Johnson Expressway (“LBJ”) and (ii) in the Airports Business Division, the New

Terminal One at John F. Kennedy International Airport (“NTO at JFK” or “NTO”). According to market analysts’

reports, Toll Roads and Airports amounted to approxim ately 91% of our valuation as of December 2024. This figure

still includes valuation from Heathrow, that should be reclassified to cash in 2025 after completion of the divestment

of the 19.75% on December 12, 2024. For further details on this divestment, see “Item 4. Information on the Company

—A. History and development of the Company —1. Summary of Historical Investments and Divestments —2. Sale of

Heathrow Stake.”

Aside from the Heathrow divestment, we cannot guarantee that any of the aforementioned projects, or our

performance thereunder, will not be terminated or otherwise materially affected by developments outside of our

control, such as regulatory developments, other factors related to our operations in highly regulated environments, or

the public and/or governmental nature of our clients in all of the above-mentioned projects, as well as inflationary

pressures, foreign exchange rate fluctuations, factors affecting traffic and infrastructure use, adverse weather,

availability of financing in favorable terms, or other conditions. For example, our concessions contracts typically

include termination rights that may be exercised by the concession grantor or lessor (see —2. Risks Related to Legal,

Regulatory, and Industry Matters —1. We operate in highly regulated environments that are subject to changes in

regulations and are subject to risks related to contracts with government authorities, which could have a material

adverse effect on our business, financial condition, and results of operations.” ) . The termination of any of these

projects or any material impact to our performance as a result of these factors could potentially have a material adverse

effect on our business, financial condition, and results of operations.

Furthermore, our reliance on a relatively small number of projects may adversely affect the development of our

business. As such, the loss of, or a material adverse effect to, any of our main projects may in turn have a material

adverse effect on our business, financial condition, and results of operations.

3.D.1.7 The conflicts in Ukraine and in the Middle East may adversely impact our global activities and could have

a material adverse effect on our business, financial condition, results of operations, and prospects.

On February 24, 2022, Russia began its invasion of Ukraine. As of the date of this Annual Report, the conflict has not

come to an end. Although our direct exposure to the conflict is limited and mostly concentrated on our operations in

Poland and our operations a t the Dalaman International Airport (“Dalaman”) in Turkey, which has experienced lower

demand from Russian and Ukrainian passengers in part due to inflation and currency devaluation related to the

Ukrainian conflict, the macroeconomic scenario triggered by this conflict includes broad-based price rises essentially

affecting energy and commodities, supply issues, and difficulties in the distribution chain for certain materials,

particularly in the construction industry. Additionally, and as a result of these financial pressures, interest rates have

been rising, impacting the banking and financing markets.

As a result of the invasion, the EU, together with the United States and most NATO countries, condemned the attack

and put in place coordinated sanctions and export-control measure packages against Russia, Belarus, and some other

territories related to the conflict in Ukraine. The uncertain nature, magnitude, and duration of Russia’s war in Ukraine

and the potential effects of the war, actions taken by Western and other states and multinational organizations in

response thereto (including, among other things, sanctions, export- control measures, travel bans, and asset seizures),

as well as of any Russian retaliatory actions (including, among other things, restrictions on oil and gas exports and

cyber-attacks) on the world economy and markets have contributed to increased market volatility and uncertainty.

Our activities in Poland (through Budimex’s construction business), as a neighboring country to Ukraine, are at an

increased risk of being disrupted by the conflict. Although as of the date of this Annual Report, our revenue generated

in Poland, which, in 2024, amount ed to 23.2% o f our revenues was not materially affected as a result of the conflict,

the risk that such impact may materialize in the future cannot be excluded. This potential risk has been evidenced by

the unattributed missile strike on an area close to Poland’s south-eastern border with Ukraine on December 15, 2022

that killed two people as well as by the disruption in the infrastructures of Poland and Ukraine as a consequence of

refugees from Ukraine entering Poland to flee the war and by the transportation of western military equipment to

support the Ukrainian front. Another country in which we operate that is close to Ukraine’s borders, and which could

be at risk of disruption in operations, is Slovakia, where we hold a concession for the D4R7 Bratislava ring road

(although, as of the date of this Annual Report, the impact of the Ukraine conflict in Slovakia has not significantly

impacted our Slovak business, other than through an increase of our labor costs due to the decreased access to

employees from Ukraine, which constituted a significant market for employees carrying out our projects in Slovakia).

Moreover, the situation that began in the Middle East on October 7, 2023, its escalation and any resulting conflicts in

the region (such as the attacks on commercial shipping vessels travelling through the Red Sea) could lead to further

disruptions in supply chains, higher oil and gas prices, the imposition of sanctions, travel and import/export

restrictions, increased inflationary pressures and market volatility, among other potential consequences.

Additionally, as a result of the Ukrainian and Middle East conflicts, there is also an increased risk of cyber-attacks,

and we are particularly exposed to these attacks as a holder of so-called “critical assets,” due to our position as a

provider of critical infrastructure services and solutions. Infrastructures are exposed to a variety of existing threats in

cyberspace (such as hostile government agencies, hacktivists, insiders, and mafias), which may impact or impede (i)

the normal operation of assets, (ii) our ability to generate the expected economic value from our assets, and (iii) our

reputation. Any adverse impact on our digital and technological environments or assets as a result of a cyber-attack

can result in legal claims, regulatory actions, fines, reputational damage, and significant incident response costs. For

more information on our increased risk of cyber-attacks, see “ —4. The increase in digitalization and consequently, the

increased risk of cyber threats and misuse of quantum technology, may affect our normal operation of assets and our

ability to generate expected value, which could have a material adverse effect on our business, financial condition,

and results of operations. ”

Although we do not foresee material effects to our results of operations as a direct result of the Ukrainian and Middle

East conflicts, the Construction Business Division is the most vulnerable to such effects due to the potential impact the

conflict could have on raw materials within the surrounding area, including cost increases of certain materials and

decreasing availability.

In contrast, our Toll Roads Business Division has been positively impacted by rising toll rates in those assets with

pricing models directly linked to inflation, although it is adversely exposed to possible negative impacts of significant

rises of fuel prices on traffic. Finally, unless there is a significant future escalation, no relevant impact is expected in

the Airports Business Division other than the aforementioned impact to the Dalaman airport in Turkey due to the scant

exposure to passenger traffic (the total number of incoming and outcoming passengers at the airport in a particular

period) from these regions in the airports managed by us, although the effects of inflation on ticket prices as a result,

among others, of the aforementioned fuel cost increases could have a certain consumer dissuasive effect that could

affect our results of operations. For additional information on the worsening of the global economic conditions and

their impact on our business, see “ —1. Global economic and political conditions have had and in the future could have

a material adverse effect on our business, financial condition, results of operations, and prospects and may magnify

certain risks that affect our business ”.

In addition, the increase in political tensions worldwide because of the conflict in Ukraine increases the risk of a large-

scale armed conflict. In this context, countries tend to boost regional economies at the expense of global integration by

applying competition and trade restrictions, sanctions, investment controls, expropriations, or other restrictions, which

could lead to a global recession with serious effects on global economy.

All of the above factors, as well as any further escalation of the conflict in Ukraine, could have a material adverse

effect on our business, financial condition, results of operations, and prospects.

3.D.1.8 The increase in demand for skilled labor in the geographic areas in which we are active makes it more

difficult for us to attract and retain talent, which could impact our competitiveness and have an adverse effect on

our business, financial condition, and results of operations.

The increase in demand for skilled labor (i.e., STEM positions requiring higher education degrees, and more

specifically civil, industrial, or computer engineers, which are normally the main positions required for delivering our

projects and managing our assets) in our main markets and particularly in those markets in which the operations of toll

roads and other transportation-related construction are concentrated, such as in the United States, Spain, and the

United Kingdom, as well as several other western countries, makes it more difficult for us to attract and retain talent,

which could impact our competitiveness.

We may lose certain business opportunities and may not be able to fulfill certain commitments to clients, such as

commitments regarding contractual deadlines or the pre-established quality of work, due to hiring difficulties and/or

understaffing in the event of a potential lack or scarcity of qualified staff. This inability to acquire and retain skilled

labor and the resulting inability to fulfill contractual requirements could have an adverse effect on our business,

financial condition, and results of operations, and may impact our competitiveness. Furthermore, we may experience

lower profit margins due to increased labor costs resulting from a higher demand of skilled labor. This could have an

adverse effect on our business, financial condition, and results of operations.

3.D.1.9 Regulators and other stakeholders may demand that our business objectives become more sustainable and

may be willing to penalize us if we do not meet them, and we could be affected by degradation of ecosystems, which

could have a material adverse effect on our business, financial condition, and results of operations.

Both regulators and other stakeholders may demand that our business objectives become more sustainable, both from

an environmental and social point of view, and may be willing to penalize us if we do not meet their expectations and

demands, for example if our activities do not qualify as environmentally sustainable in accordance with the EU

Taxonomy for sustainable activities in accordance with Regulation (EU) 2020/852 on the establishment of a

framework to facilitate sustainable investment , or in accordance with our own commitments in relation to reduction of

CO2 emissions. A misalignment between our strategy and the expectations and demands of regulators and other

stakeholders with regards to sustainability would compromise the fulfillment of our growth and investment objectives.

Furthermore, increasing demands in connection with sustainability by our stakeholders may result in increase in our

compliance costs in this regard.

We also run the risk that our subsidiaries may perform work on projects for governments and public institutions that

do not meet our environmental standards, potentially impacting protected areas or endangered fauna or flora.

In particular, if we are not able to adhere to a call for increased sustainability by certain regulators or stakeholders, we

may face penalties by said regulators and stakeholders, including shareholders, suffer damage to our corporate

reputation, lose our positioning in sustainability indexes, experience an increase in our financing costs, and experience

a negative impact in analysts’ ratings. Furthermore, as a consequence of the financial demands derived from our need

to become more sustainable or of our potential failure to become more sustainable, project financing and our access to

sources of financing may worsen.

Furthermore, if we or our counterparties fail to comply with environmental requirements in the relevant jurisdictions,

we may be subject to investigation or litigation and our reputation and business could be adversely affected. For

example, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal

Proceedings —4. Legal Proceedings Related to D4R7 project (Slovakia).”

In addition, biodiversity plays a key role in the provision of ecosystem services that support the economy and social

well-being. The degradation of ecosystems and natural capital entails operational, economic, and reputational risks for

the development of business activities. Particularly, we could be affected by the loss of quality of certain ecosystem

services, such as the lack of water or the reduced availability of certain raw materials. Any of the above factors could

have an adverse effect on our business, financial condition, and results of operations.

3.D.1.10 Accidents may occur at our project sites and facilities and at our infrastructure assets, which may severely

disrupt our operations and cause harm to our employees or customers, which could in turn have a material adverse

effect on our business, financial condition, results of operations, and reputation.

Notwithstanding our implementation of health and safety strategies and systems, and the commitment of our top

management to invest resources in employee health and safety, the occurrence of low-probability high-impact events,

such as accidents, is a material risk to us and these events have taken place in the past and may occur in future.

The frequency rate of serious injuries and fatal accidents, calculated by reference to the total number of serious injuries

and fatal accidents against the total number of hours worked, has decreased by 26% as of December 31, 2024 ,

compared to December 31, 2022. Nevertheless, this risk remains relevant to us due to, among others, the fact that the

risk of an accident is inherent to the nature of our activities, the variability of the subcontractor’s safety cultures, or

uncontrolled risks caused by third parties in this respect (e.g. driving behaviors of the general public).

Our project sites and facilities, such as toll roads, airports, and construction project sites, may be exposed to incidents

such as fires, explosions, toxic product leaks, and other environmental incidents. In addition, these sites and facilities’

respective employees may be exposed to accidents (for example, falling from a significant height, being hit by vehicles

and machinery, overturning of heavy equipment, and coming in contact with electricity). Any such accidents may

cause death and injury to employees, contractors, and also residents in surrounding areas, and may cause damage to

the assets and property owned by us and third parties, as well as damage to the environment. We are also exposed to a

risk of negative impacts to our business, financial conditions, and results of operations resulting from various types of

damage, including temporary interruption of services as a result of accidents during the course of operations, as well as

impacts connected to accidents involving land and air transport, substances, goods, and equipment.

If an accident occurs at one of our facilities or project sites, in addition to the internal investigation to be carried out in

accordance with our internal policies and protocols, legal proceedings could be initiated by the relevant authorities to

identify the causes of the accident and assess any potential civil, labor, or criminal liability. Such legal proceedings

could result in the relevant facility or project site being closed while the investigation is conducted, disrupting our

operations during the time of such closure. In addition, sanctions may be imposed on us or victims of such accidents

may claim compensation from us and hence may expose us to civil liability.

Furthermore, accidents may occur on our infrastructure assets to the users of the infrastructures, such as incidents on

the toll roads we currently operate, which are more likely when the area is affected by heavy and severe weather

events. For instance, there was a multiple vehicle accident on February 11, 2021 on the NTE 35W in Dallas, Texas.

The accident involved 133 vehicles and resulted in six deaths and other injuries. As a result of this incident, the

concession company NTE Mobility Partners Segment 3 LLC, of which we indirectly own 53.7%, together with several

of our U.S. Companies, have been named parties to 29 claims filed. Of these, three cases have been fully resolved and

one additional case has been partially resolved by the parties. Discovery in the other cases is on-going and the court

has announced that one of the trials will start on July 20, 2025. Following consultation with external legal advisors, the

concession company expects no material impact even in the event of an unfavorable ruling due to the insurance

policies in place. Therefore, no provision has been recorded in relation to this event (see “ Item 8. Financial

Information—A. Consolidated Statements and Other Financial Information—2. Legal Proceedings—1. Litigation and

other contingent liabilities relating to the Toll Roads Business Division ”).

Any accidents, incidents, and consequential claims for damages, including any reputational damage, and disruptions at

our project sites or facilities, or related to our infrastructure assets, could have a material adverse effect on our

business, financial condition, results of operations, and reputation.

3.D.1.11 Beneficiaries of guarantees provided by our Group Companies could request their execution, which could

have a material adverse effect on our business, financial condition, and results of operations.

Some of our Group Companies provide guarantees to cover liability to customers for improper performance of

obligations under construction contracts. Such guarantees are subject to potential enforcement by customers if a

project were not carried out or failed to meet contractual specifications and requirements. In order to protect ourselves

fro m any exposure arising from potential liability, we obtain guarantees issued by banks and insurance companies to

cover such exposure. As of December 31, 2024 , the balance of such guarantees amounted to EUR 8,260 million (EUR

8,533 million as of December 31, 2023 ).

Despit e the significant amount of guarantees detailed above, the historical impact arising from them has been low,

since our Group has to date performed its contractual obligations in accordance with the terms and conditions agreed

upon with the customers and has recognized accounting provisions against the results of each contract for potential

performance-related risks. However, this may not be indicative of any future potential performance and guarantee

enforcement.

Should any beneficiary enforce any guarantee, such enforcement will have a specific follow-up investigation to verify

whether the request is based on a justified claim. Should a claim be justified, and the guarantees of a relevant or

significant amount be successfully enforced, or should multiple guarantees amounting to relevant or significant

amounts be successfully enforced simultaneously or within short periods of time, such events may have a material

adverse effect on our business, financial condition, and results of operations.

3.D.1.12 We may face increased risks due to climate change, which could have a material adverse effect on our

business, financial condition, and results of operations.

We may be subject to physical and transitional risks in connection with our activities due to climate change. Physical

risks include extreme weather events that may adversely affect our infrastructure and the development of our activity

in most of our Business Divisions. In this sense, our infrastructure and business need to adapt to climate change effects

and be resilient to extreme weather events. Global trends related to climate change and extreme weather may result in

further economic, regulatory, technological, and reputational effects and may require us to reassess our operations. For

instance, we may be forced to discontinue certain operations due to physical damage to infrastructure, productivity

may decrease under certain extreme weather conditions, and hedging and insurance premiums relating to

climatological events may increase.

We periodically perform an assessment and quantification of physical and transition risks related to climate change,

which include the following:

(i) an increase in the cost of energy, both fossil fuels and electricity, and other raw materials specific to each

activity;

(ii) a change in customer behavior by users of transportation modes;

(iii) an increase in reporting obligations on emissions and other environmental and climate considerations;

(iv) the loss of competitiveness in tender processes due to any potential failure to comply with environmental

requirements;

(v) new regulations limiting the use of certain modes of transportation, which would have a significant impact

on the use of the infrastructure we operate;

(vi) increased investor concern about our environmental performance and impact;

(vii) lack of availability of technologies for deep decarbonization in some areas (for example, heavy machinery

for civil works);

(viii) increased maintenance and extraordinary repairs of our infrastructure assets as a result of climatic hazards

such as floods, extreme temperatures, heat waves or drought; and

(ix) lack of availability of new technologies.

Transitional risks, particularly increases in the cost of energy, both fossil fuels and electricity, and other raw materials

specific to each activity, and changes in customer behavior users’ transportation modes, may affect our Business

Divisions.

The above factors could have an adverse effect on our business, financial condition, and results of operations.

3.D.1.13 Our insurance cover may not be adequate or sufficient, which could have a material adverse effect on our

business, financial condition, and results of operations.

In carrying out our activities, which are mainly related to high-value infrastructure assets such as toll roads and

airports, we are subject to possible contingent liabilities arising from the performance of various contracts entered into

by the Companies within our Business Divisions. To protect ourselves from a number of those contingent liabilities,

we have retained insurance cover in relation to:

(i) builders’ risk, property damage and business interruption caused by direct material damage;

(ii) general and auto liability;

(iii) workers’ compensation and employers’ liability;

(iv) directors’ and officers’ liability;

(v) environmental liability;

(vi) damage caused by cyber-attacks; and

(vii) in the United States, employment practices’ liability.

Accidents may occur at our infrastructure projects that may severely disrupt the operations and damage our reputation.

In particular, our toll roads and other infrastructure assets, such as airports, may suffer damages as a consequence of

disruptions caused by natural disasters (as, for example, was the case in connection with a number of toll roads in

Chile following the 2010 earthquake), epidemics or pandemics, extreme weather, wars, riots or political action, acts of

terrorism, or cybersecurity attacks resulting in losses, including loss of revenue, which may not be compensated for

under our insurance contracts, either fully or at all.

Furthermore, certain types of the aforementioned losses (generally, those of a catastrophic nature, such as wars, acts of

terrorism, earthquakes, and floods), may be uninsurable or not economically insurable.

In addition, even if we are adequately insured against potential unexpected events and damages, we may also be

unable to recover losses, in part or at all, in the event of insolvency of our insurers.

Moreover, there can be no assurance that if our current insurance cover is cancelled or not renewed, replacement cover

will be available on commercially reasonable terms, or at all.

Any material uninsured or insured, but non-recoverable, losses could have a material adverse effect on our business,

financial condition, results of operations, and prospects.

3.D.1.14 We may face increased scrutiny and changing expectations with respect to sustainability and ESG

matters, which could impose additional costs on us, impact our access to capital, or expose us to new or additional

risks.

Increased focus, including from regulators, investors, employees, clients, competitors and other stakeholders on

sustainability or ESG matters may result in increased costs (including but not limited to increased costs related to

compliance and stakeholder engagement), impact our reputation, or otherwise affect our business performance.

Negative public perception could damage our reputation or harm our relationships with regulators, employees,

customers, investors, or other stakeholders if we do not, or are not perceived to, adequately address these issues,

including if we fail to demonstrate progress towards any current or future ESG goals. Any harm to our reputation

could negatively impact employee engagement and retention, customers’ willingness to do business with us, and

investment decisions. At the same time, various stakeholders may have divergent views on ESG practices and the

speed of their adoption. This divergence increases the risk that any commitment, position, target or other action or lack

thereof with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact

our reputation and business.

It is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption. At the same

time, certain stakeholders might not be satisfied if we adopt ESG practices at all. Actual or perceived shortcomings

with respect to our ESG practices and reporting could negatively impact our business. We could also incur additional

costs and require additional resources to monitor, report, and comply with various ESG practices and current or

emerging regulatory requirements, including with respect to climate change and sustainability. For example, we

operate in various jurisdictions in the U.S. that have adopted or proposed federal and state laws related to sustainability

and climate change reporting to which we could eventually become subject. We are currently assessing the potential

impacts of the such adopted or proposed laws, as well as other sustainability and climate-related disclosure obligations

and evolving legal and regulatory requirements, to which we may be subject. Further, not complying with enhanced

sustainability and climate-related disclosure requirements could lead to reputational or other harm to our relationships

with regulators, employees, customers, investors, or other stakeholders.

In addition, various organizations have developed ratings to measure the performance of companies on ESG topics,

and the results of some of these assessments are widely publicized. Such ratings are used by some investors to inform

their investment and voting decisions. Many investors have created their own proprietary ratings that inform their

investment and voting decisions. Unfavorable ratings of our Group or our industry, as well as omission of inclusion of

our stock into ESG-oriented investment funds, may lead to negative investor sentiment and the diversion of investment

to other companies or industries, which could have a negative impact on our stock price and our access to and cost of

capital.

3.D.1.15 Acts of violence, geopolitical unrest, catastrophic events, extreme weather conditions and health

emergencies may disrupt our business .

Labor discord or disruption, geopolitical events, social unrest, war, terrorism, political instability, acts of public

violence, boycotts, hostilities and social unrest, and health emergencies that lead to avoidance of public places or cause

people to stay at home could harm our business.

Our operations, particularly those in the Airports and Toll Roads Business Divisions, cover a broad geographic scope

and are subject to many hazards and operational risks, including a risk of disruptions due to terrorist attacks, or other

acts of violence or geopolitical unrest and similar events. Any geopolitical unrest, including the current situation in the

Middle East, is likely to adversely affect the airport passenger traffic and, consequently, our results in the Airports

Business Division. In the event of a terrorist attack or catastrophic event (such as fire, power loss, telecommunications

failure or cyber-attack) we may be unable to continue operations and may endure system interruptions, reputational

harm, breaches of data security, and loss of critical data, all of which could have an adverse effect on future operating

results.

Moreover, we do not have insurance coverage to cover all of our liabilities related to such hazards or operational risks.

The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by

us, could harm our business, financial condition and results of operations.

Additionally, natural disasters, catastrophic events, or other emergencies may cause damage or disruption to our

operations, international commerce, and the global economy, and thus could harm our business. For example, extreme

weather conditions in areas in which we operate, such as hurricanes, high winds, flooding, water scarcity or drought,

extreme heat and cold, snow or ice storms and other extreme weather events, as well as disease outbreaks or

pandemics or other health emergencies, as well as major earthquakes or fires (including in each case the reactions of

governments, markets, and the general public), may result in a number of adverse consequences for our business,

operations, and results of operations, many of which are beyond our control.

In addition, we rely on the stable provision of utilities such as telecommunications, power and water that are subject to

disruption or increased costs due to such events, which may cause significant operational disruptions or cause our

operating costs to increase significantly, and we may endure property loss, reputational harm, breaches of data

security, and loss of critical data due to such events, any of which could harm our business, results of operations, and

financial condition.

3.D.1.16 Our business and operations may be adversely affected by violations of applicable anticorruption laws, in

particular the U.S. Foreign Corrupt Practices Act, the EU anti-corruption legislation, the United Kingdom Bribery

Act, or similar worldwide anti-bribery laws.

Our international operations require us to comply with international and national laws and regulations regarding anti-

bribery and anti-corruption, including the U.S. Foreign Corrupt Practices Act, the EU anti-corruption legislation, the

United Kingdom Bribery Act, or similar anti-bribery laws that may be applicable to our business. These laws and

regulations, for example, prohibit improper payments to foreign officials and private individuals for the purpose of

obtaining or retaining business and may include reporting obligations to relevant regulatory and governmental bodies.

The scope and enforcement of anti-corruption laws and regulations may vary. However, many of such laws and

regulations have a broad extraterritorial reach.

Some of the markets in which we operate have experienced governmental corruption to some degree, and some of

them are high risk markets. Therefore, in certain circumstances, strict compliance with anti-bribery laws and reporting

obligations may conflict with local customs and practices. In addition, we use third parties, such as joint venture

partners, in these high-risk markets, which pose an inherent risk to strict compliance with anti-bribery and anti-

corruption laws.

Our compliance programs, internal controls, policies, and procedures may not have always protected and, in the future,

may not always protect us from reckless or negligent acts including bribery of government officials and private

individuals, petty corruption, and misuse of corporate funds committed by our employees or associated third parties,

particularly given our decentralized nature and our use of joint venture arrangements. Violations of these laws, or

allegations of such violations, may lead to fines, findings of criminal responsibility, or harm to our reputation, disrupt

our business, and could result in inaccurate books and records, each of which may have a material adverse effect on

our business, results of operations, financial condition, and prospects. For some examples of the potential

materialization of this risk, see “ —2. Risks Related to Legal, Regulatory, and Industry Matters—3. We are subject to

litigation risks, including claims and lawsuits arising in the ordinary course of business, which could have a material

adverse effect on our reputation, business, financial condition, and results of operations ”.

3.D.1.17 We may be required to bear the costs of tendering for new contracts, contract renewals, and/or extensions

with no control over the selection process nor certainty of winning the tender, which may adversely affect our

business, financial condition, results of operations, and prospects.

A substantial portion of our work is subject to competitive tender processes. It is difficult to predict whether we will be

awarded contracts due to multiple factors such as qualifications, experience, reputation, technology, customer

relationships, financial strength, and ability to provide the relevant services in a timely, safe, and cost-efficient manner.

Bidding costs associated with tendering for new contracts, extensions in the scope of work, or renewals of existing

contracts can be significant and may not necessarily result in the award of a contract. Furthermore, preparation for bids

occupies management and operating resources.

If we fail to win a particular tender, bidding costs are generally unrecoverable. We participate in a significant number

of tenders each year and the failure to win such tenders may adversely affect our business, financial condition, results

of operations, and prospects.

3.D.1.18 We are dependent on the continued availability, effective management, and performance of

subcontractors and other service providers, the absence of which could have a material adverse effect on our

business, financial condition, results of operations, and prospects.

In the ordinary course of operations, we rely on subcontractors to provide certain services. As a result, our business,

financial condition, results of operations, and prospects may be adversely affected if we are not able to locate, select,

monitor, and manage our subcontractors and service providers effectively. Additionally, subcontractors to whom we

have awarded work may become insolvent, which would require us to selec t a new subcontractor at the risk of delays

and/or at higher cost. For example, in the Construction Business Division, billing by subcontractors and services

providers represented 76.2% of the total operating cost for the year ended December 31, 2024 .

If we are not able to locate, select, monitor, and manage subcontractors and service providers effectively, our ability to

complete contracts on schedule and within forecasted costs to the requisite levels of quality could be adversely

impacted and there may be a material adverse effect on our business, financial condition, results of operations, and

prospects.

3.D.1.19 We may face risks related to past and future acquisitions or divestments , which could have a material

adverse effect on our business, results of operations, and financial condition.

We deploy capital in mergers and acquisitions from time to time. This deployment is subject to various general risks,

including:

i. the inability to sufficiently integrate newly acquired businesses;

ii. the inability to achieve the anticipated benefits from the acquisition;

iii. a loss of critical talent;

iv. the transmission of actual or potential liabilities in connection with such past or future acquisitions

including, but not limited to, third-party liability and tort claims;

v. claims or penalties as a result of breach of applicable laws or regulations;

vi. financial liabilities relating to employee claims;

vii. claims for breach of contract;

viii. claims for breach of fiduciary duties;

ix. employment-related claims;

x. environmental liabilities;

xi. tax liabilities; or

xii. cybersecurity incidents.

For example, we may be subject to environmental liabilities at sites we acquire even if the damage relates to activities

prior to our ownership of such sites. Although acquisition agreements may include covenants and indemnities in our

favor, these covenants and indemnities may not always be insurable or enforceable, or may expire or be limited in

amount, and we may have disputes with the sellers or guarantors, who might become insolvent, regarding their

enforceability or scope.

In addition, we may be unable to cost-effectively integrate the new activities from an acquisition into our business and

realize the performance that we anticipate when acquiring a business. Acquired companies may have lower

profitability or require more significant investments than anticipated, which could affect our profitability margins.

As part of our strategic plans, we may also from time to time divest businesses or assets we no longer deem profitable

or in strategic alignment. For example, on December 12, 2024, the Group completed the divestment of the Group’s

19.75% stake in Heathrow airport, retaining a 5.25% stake. On February 26, 2025, we announced that a binding

agreement has been reached for the sale of that 5.25% remaining stake. Furthermore, on January 28, 2025, we

completed the sale of our entire stake in AGS Airports. For additional details on our divestments, see “Item 4.

Information on the Company —A. History and development of the Company —1. Summary of Historical Investments

and Divestments Any failure to complete our planned divestments in timely manner or on favorable terms, could have

a material adverse impact on our assets, profitability and business operations.

Furthermore, if we are unable to complete the expected divestments in a timely manner it may also impact our brand

and reputation. We are also subject to risks related to the divestment process, in particular with regard to warranties

and indemnities given within the scope of such process and any other potential seller’s liability under the applicable

law. Specifically, we may remain subject to potential environmental liability in relation to entities and businesses we

no longer own due to covenants and indemnities in favor of such entities or the entities’ purchasers under the relevant

sale agreements and related transaction documents.

Environmental, health, and safety requirements and regulations and labor disputes could affect not only activities in

connection with businesses that have been acquired and are in operation, but also activities at businesses that have

been divested or that will be acquired or divested in the future. As a result, past and future acquisitions and

divestments expose us to potential losses and liabilities, and lower than anticipated benefits, which could have an

overall material adverse effect on our business, results of operations, and financial condition.

3.D.1.20 We have experienced, and expect to continue to experience, quarterly fluctuations in our results of

operations.

Our results of operations have fluctuated from quarter to quarter in the past and may continue to vary significantly in

the future so that period-to-period comparisons of our results of operations may not be meaningful. Our quarterly

financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and may be

difficult to predict. Accordingly, our financial results in any one quarter should not be relied upon as indicative of

future performance. Factors that may cause fluctuations in our quarterly financial results include, but are not limited

to:

▪ Unforeseen extraordinary events, such as natural disasters, geopolitical events like the recent Ukraine and

Middle East conflicts, pandemics like COVID-19, or accidents at our project sites and facilities could have a

significant impact in our infrastructure assets demand, or result in a reduction in construction activity,

negatively impacting our financial results.

▪ Regulatory changes in the highly regulated environments in which we operate, such as decisions taken by

governmental authorities, like the unilateral termination of a concession agreement that, although rare, could

adversely affect our financial results.

▪ Internal update of contract end results. We periodically perform a complete review of contract end results for

our construction activities. The complexity and size of some of our contracts and the existing risks inherent

to them may lead to contract end losses arising between quarterly financial results, which would have a

negative impact in our financial results.

▪ Seasonality. Typically, construction activity will be higher over the spring and summer months, due to

improved weather conditions. Toll roads traffic and passengers demand will generally also be higher during

spring and summer. Thus, we may expect our second and third quarters revenues to be higher than that of

other quarters.

▪ Dividends collected from infrastructure assets, which may vary significantly from quarter to quarter due to

various factors, including project debts refinancing, and traffic levels .

▪ Non-recurring events, such as acquisitions, divestments, potential claims and legal disputes, or legal

settlements may have a significant impact in our financial results, especially in our cash flow generation.

▪ Other events impacting the normal operations of our assets, such as cyber-attacks.

Any significant fluctuations to our quarterly results of operations could adversely affect our operations, financial

reporting and/or results of operations and affect the price of our ordinary shares.

3.D.1.21 Risks relating to the Toll Roads Business Division

3.D.1.21.1 Reduced vehicle use on the toll roads operated by our toll roads concession companies may adversely

impact our business, results of operations, and financial condition.

If our concession companies are unable to have an adequate level of vehicle traffic on their toll roads in the future, our

toll receipts and profitability will suffer and a prolonged and significant reduction in traffic could result in the

bankruptcy of a specific project or concession. The tolls collected by the concession companies on their toll roads

depend on the number of vehicles using such toll roads, their capacity to absorb traffic, their toll rates, and the

existence of competing alternative roads. In turn, traffic volumes and toll receipts depend on a number of factors,

including economic growth, toll rates, the quality, convenience, and travel time on competing roads, toll-free roads or

toll roads that are not part of our portfolio, the increase in capacity of those competing roads, the quality and state of

repair of the toll roads, the economic climate and fuel prices, environmental legislation (including potential measures

to restrict internal combustion engine vehicle use and/or incentives to electric vehicles), and the viability and existence

of alternative means of transportation, such as air and rail transport, buses, and urban mass transportation. In addition,

traffic volumes and toll revenues may be affected by the occurrence of natural disasters and other exceptional events

such as earthquakes, forest fires, and meteorological conditions in the countries in which our concession companies

operate (for example, in Canada and some of the Texas lanes, where climate disruptions caused by usual winter

conditions, as it pertains to the former, and unusual winter conditions, as it pertains to the latter, have affected the

operation of the assets in the past). Measures taken by governments in response to potential future pandemics similar

to COVID-19 may also have an adverse impact in this respect due to the travel restrictions and the institution of social

distancing measures (see “ —15. Acts of violence, geopolitical unrest, catastrophic events, extreme weather conditions

and health emergencies may disrupt our business ”).

For example, a specific financial risk regarding toll roads usage in connection with 407 ETR exists. The concession

agreement relating to the 407 ETR provides that certain 407 ETR annual traffic levels are to be measured against

annual minimum traffic thresholds prescribed by Schedule 22 to the concession agreement and which are increased

annually up to a pre-established lane capacity. If the actual annual traffic level measurements are below the

corresponding pre-established traffic thresholds, certain amounts calculated under the concession agreement are

payable to the province of Ontario, Canada, in the following year. In April 2020, an amount of CAD 1,775,000 (EUR

1,199,338) corresponding to 2019 traffic calculations was paid to the province of Ontario. In 2020, annual minimum

traffic thresholds prescribed by Schedule 22 could not be met due to COVID-19. We agreed with the province of

Ontario that COVID-19 should be considered a force majeure event under the provisions of the 407 ETR concession

agreement and, therefore, we were not subject to further payments for below-threshold traffic levels for the duration of

2020 and until the end of the force majeure event. We were also in agreement with the province of Ontario that the

force majeure event should terminate at such time when the traffic volumes on 407 ETR reached pre-pandemic levels

(pre-pandemic levels measured as the average traffic volume during the 2017 to 2019 period) or when there was an

increase in toll rates or user charges pursuant to the terms of the concession agreement, which is a unilateral decision

of the concession company. During 2021, 2022, and 2023, the force majeure event has continued to apply, as neither

the toll rates have been raised nor have the traffic levels reached the average traffic volume during the 2017 to 2019

period. On December 29, 2023, the concession company announced a new toll rates schedule that increases the 407

ETR rates starting in February 2024. As a result, the force majeure event will terminate as set forth in the 407 ETR

concession agreement with the province of Ontario and the concession company will be subject to payments for

below-threshold traffic levels, if applicable, commencing in 2025, with a potential first payment due in early 2026.

There is a risk that a substantial payment may be required by the concession company to the province of Ontario as a

result of the termination of the force majeure event, if annual traffic level measurements are below the pre-established

traffic thresholds, as described above.

Fo r the year ended December 31, 2024 , our net profit from the Toll Roads Business Division was EUR 663 million,

representing 19.0% of our total net profit (compared to EUR 548 million for the year ended December 31, 2023,

representing 107.2% of our total net profit). Similarly, our Adjusted EBITDA from the Toll Roads Business Division

was EUR 918 million, representing 68.4% of our total Adjusted EBITDA (compared to EUR 799 million for the year

ended December 31, 2023, representing 80.6% of our total Adjusted EBITDA). We received EUR 895 million in

dividends from our toll roads assets (an increase of 27.0% , compared to EUR 704 million in dividends from our toll

roads assets for the year ended December 31, 2023).

The revenues generated by, and dividends distributed from, our Toll Roads Business Division are dependent in part on

our toll rates, with the toll rate structure being usually established under each individual concession agreement.

If we are unable to maintain an adequate level of traffic or traffic toll rates, our business, financial condition, and

results of operations may be adversely affected.

3.D.1.22 Risks relating to the Airports Business Division

3.D.1.22.1 Our aeronautical and non-aeronautical income is subject to risks related to a reduction in flights,

passengers, or other factors outside our control, which could have a material adverse effect on our business,

financial condition, and results of operations.

In relation to our Airports Business Division, the number of passengers using the Dalaman airport (together with the

New Terminal One at John F. Kennedy International Airport, once operational (“NTO at JFK” or “NTO”, the

“Airports”), which is a direct driver of the Airports Business Division’s results, may be affected by a number of

factors, including:

▪ adverse macroeconomic developments (including changes in fuel prices and currency exchange rates),

whether affecting the global economy or the domestic economies of the countries in which the Airports are

located;

▪ an increase in airfares;

▪ large-scale epidemics or pandemics, which could have an adverse impact due to potential travel restrictions,

quarantine requirements, and social distancing measures in the countries in which the Airports are located;

▪ heightened geopolitical tensions or war such as the conflicts in Ukraine, the Middle East and any associated

sanctions, which may disrupt the operations of airlines and the Airports;

▪ the development of efficient and viable alternatives to air travel, including the improvement or expansion of

existing surface transport systems, the introduction of new transport links or technology, the increased use of

communications technology or the obsolescence of the technologies used ;

▪ route operators facing financial difficulties or becoming insolvent;

▪ an increase in competition from other airports or terminals, including the risk of increase of capacity of these

airports and terminals;

▪ decisions by airlines regarding the number, type, and capacity of aircraft (including the mix of premium and

economy seats), as well as the routes utilized;

▪ implementation of additional security measures or new security equipment;

▪ changes in domestic or international regulation, for instance international trade liberalization developments,

such as Open Skies, or government intervention;

▪ disruptions caused by natural disasters, extreme weather, riots, or political action or acts of terrorism or

cybersecurity threats and attacks;

▪ restrictions on the use of certain aircraft imposed by national regulatory safety bodies;

▪ efforts to decarbonize air travel, including potential limitations to airline and airport capacity; and

▪ new taxes that could affect flight demand.

There can be no guarantee that the Airports’ contingency plans will be effective in anticipating and addressing the

effects of the factors listed above. Any of these factors could negatively affect the Airports’ reputation and day-to-day

operations and may result in a decrease in the number of passengers using the Airports, which in turn could have a

material adverse effect on our business, financial condition, and results of operations. A prolonged and significant

reduction in passenger volume could result in the bankruptcy of a specific project or concession.

Passenger numbers and the propensity of passengers to spend in the restaurants and shops located within the Airports

also drive retail concession fees. Changes in the mix of long- and short-haul and transfer and origin and destination

passengers, economic factors, retail tenant defaults, lower retail yields on lease renegotiations, and redevelopments or

reconfigurations of retail facilities at the Airports may also affect levels of retail income at the Airports. Occurrence of

any of these circumstances may result in:

(i) a temporary or permanent decline in retail concession fees;

(ii) reduced competitiveness of the airport retail offering;

(iii) stricter hand luggage and other carry-on restrictions; and

(iv) reduced shopping time as a result of more rigorous and time consuming security procedures.

Non-aeronautical income could decline as a result of a decrease in demand from airport users, such as car rental

operators and airlines leasing check-in counters.

As a general matter, passenger and cargo traffic volumes and air traffic movements depend on many factors beyond

our control, including economic conditions in the countries in which the airports are located, the political situation in

those countries and globally, public health crises, the attractiveness of the destinations that the Airports serve relative

to those of other competing airports, fluctuations in petroleum prices, disruptions of global debt markets and changes

in regulatory policies applicable to the aviation industry. Any of these factors could have a material adverse effect on

our business, financial condition, and results of operations.

3.D.1.22.2 The successful implementation of the capital investment program of NTO and/or the investment in any

other significant asset are subject to, among others, risks related to unanticipated construction and planning issues,

which could have a material adverse effect on our business, financial condition, results of operations, and

prospects.

The capital investment program of NTO at JFK, includes major construction projects and is subject to a number of

risks.

Furthermore, NTO is also a significant design and construction endeavor, with multiple milestones and a schedule that

contemplates completion in phases; as with any major construction effort, the project involves many risks that could

result in cost overruns, in delays or in a failure to complete the project.

Difficulties in obtaining any requisite permits, consents (including environmental consents), licenses, planning

permissions, compulsory purchase orders, or easements could adversely affect the design or increase the cost of the

investment projects or delay or prevent the completion of the project or the commencement of its commercial

operation. We may also experience difficulties in coordination with other projects at JFK, which could affect our

schedule or impact our cost.

Although contractors typically share in cost and schedule risks, NTO may face higher-than- expected construction

costs and delays and possible shortages of equipment, materials, and labor due to the number of major construction

projects in the New York area, respectively. The commencement of commercial operations of a newly constructed

facility may also give rise to start-up problems, such as the breakdown or failure of equipment or processes, failures in

systems integration or lack of readiness of airline operators, closure of facilities, and disruptions of operations and

compliance with budget and specifications. The ability of contractors to meet their financial or other liabilities in

connection with these projects cannot be assured. The construction contract of NTO contain restricted remedies or

limitations on liability such that any such sums claimed or amounts paid may be insufficient to cover the financial

impact of breach of contract.

The failure of NTO to recognize, plan for or manage the extent of the impact of construction projects could result in

projects overrunning budgets, operational disruptions, capital expenditure trigger rebates to airlines, unsatisfactory

facilities, safety and security performance deficiencies, and higher-than- expected operating costs.

Any of these risks could affect NTO’s day-to-day operations and impact our reputation and, consequently, have a

material adverse effect on our business, financial condition, and results of operations.

These unanticipated construction and planning issues are not the only issues that could affect the successful

implementation of the capital investment program of NTO. For example, in deciding to commit to certain investments

in connection with airports, we make certain forecasts and projections, including projections of traffic flows, which are

based on assumptions that we believe are reasonable. Revenues of NTO may be affected by the economic condition of

the airline industry, which is highly competitive and volatile (sensitive to a variety of factors, including cost and

availability of fuel, aircraft, general economic conditions, international trade, governmental regulation, disruption

caused by accidents, acts of war, terrorism, or similar events). The NTO revenues may also be affected by the capacity

and competition by other competing JFK terminals and airports. In a highly competitive environment the revenues of

NTO will also depend on traffic demand for New York and JFK in particular and the capacity of the NTO to attract

airlines to operate in its terminal, as well as the capacity of such airlines to bring sufficient traffic to the terminal and to

comply with their obligations (in particular, financial obligations) under their airlines’ use agreements with NTO. As

NTO is also competing with other terminals within JFK airport for international traffic; the overall demand at JFK and

NTO’s ability to compete with other terminals at the same airport will determine NTO’s success in generating

revenues. The competitive landscape and demand would also determine the prices charged by NTO and

other terminals to the airlines. A very competitive situation with limited demand and spare capacity could lead to price

reductions which would also affect NTO business performance. Any differences between our forecast and projections

and actual results of NTO or any other assets could adversely affect our business, results of operations, prospects, and

financial condition. In particular, as the project is still under construction, NTO’s actual results have a greater

likelihood to differ from the forecasts and projections made at the outset, such that revenues generated from the

operation of the new terminal facilities may be insufficient to support our investment obligations at NTO.

Another risk that should be considered when analyzing NTO’s performance is the fact that it will still need to go

through two subsequent phases (Phase B1 and Phase B2) to accommodate the terminal to traffic needs. Phase B1 and

Phase B2 need to go through design, construction and Port Authority and other governmental approvals and therefore

the costs of such expansions and any variations with respect to the initial plans and their impact in costs and revenues

are also risks which may affect NTO’s financial performance. The schedule for the opening of new gates under each of

these phases will also depend on the traffic demand evolution and the availability of investment financing for each of

them (as well as on regulations applicable from time to time affecting JFK airport or air traffic in general).

3.D.1.23 Risks relating to the Construction Business Division and aspects of our Energy Business Division

3.D.1.23.1 Difficulties in securing private sector projects may adversely affect our business, financial condition,

results of operations, and prospects.

Procurement by private sector companies has in the past sometimes decreased, and could decrease in the future, as a

result of the effects of the economic downturn. Difficulties in securing private sector projects as a result of such

decreases may adversely affect our business, financial condition, results of operations, and prospects.

In addition, private sector companies may be forced to halt projects that are already underway due to a lack of funds,

or they may decide to delay or abandon studies of potential projects while they await more favorable investment

conditions. Whilst standard practice in the private sector is for the construction company to be paid as the works are

executed, we are exposed to loss of revenue if such works are delayed or cancelled. Such risks are also relevant in the

energy construction and energy efficiency service activities of the Energy Business Division.

Reductions in project procurement and delays in the completion of projects by the private sector may adversely affec t

our business, financial condition, results of operations, and prospects.

3.D.1.23.2 Any failure to meet construction project deadlines and budgets may have a material adverse effect on

our business, financial condition, results of operations, and prospects.

There are certain risks that are inherent to large-scale construction projects, including energy construction projects,

such as supply chain shortages and increased costs of materials , machinery, and labor. If any of our contractors and

sub-contractors fail to meet agreed deadlines and budgets, or if there are any interruptions arising from adverse

weather conditions, unpredictable geological conditions, or unexpected technical or environmental difficulties, there

may be resulting delays and excess construction costs.

Contractor and sub-contractor liability clauses, included in most standard construction agreements entered into with

contractors and sub-contractors, generally cover these situations, although they may not cover the total value of any

resulting losses.

In the event of construction delays, we may receive revenues later than expected and could face penalties and even

contractual termination. These eventualities could increase our expenses and reduce our income, particularly if we are

unable to recover any such expenses from third parties under our concessions, in which case our business, financial

condition, results of operations, and prospects may be materially adversely affected.

3.D.1.24 Risks relating to the Energy Business Division

3.D.1.24.1 Energy price volatility and difficulties in securing long-term off-take agreements could have a material

adverse effect on our business financial condition, results of operations and prospects.

Our renewable energy generating facilities operate in a volatile price environment that is impacted by external factors

such as commodity prices (gas, GHG emissions where applicable, etc.) that are not under the reasonable control of the

Company. In that context, counterparties might be disincentivized punctually to close long term off-take agreements.

The failure to close such kind of arrangements may have an impact on our ability to stabilize and have predictable cash

flows and therefore reach the expected rates of return in our investments.

3.D.1.25 Risks relating to other business lines

3.D.1.25.1 The triggering of performance guarantees in relation to our waste management plants in the U.K. could

have a material adverse effect on our business, financial condition, and results of operations.

We operate waste treatment at four sites in the United Kingdom with the majority of the facilities operated under four

different concession contracts with different local authorities and scheduled to expire between 2026 and 2043. All four

contracts are in their operational phase.

Certain of our contracts include parent company guarantees relating to the performance of the associated underlying

contractual arrangements. As of December 31, 2024 , the maximum value supported by these guarantees amounted to

GBP 295 million (EUR 357 million); however, this value is not capped in the event of fraud, willful default, or

criminal conduct or abandonment.

This waste management business was originally developed and operated by the Amey Group (“Amey”) and the

obligations under certain of the contracts were guaranteed by Amey and by Cespa, S.A. (the parent company of the

waste treatment business in Spain) (“Cespa”). However, it was carved out of Amey prior to its sale in 2022.

Therefore, we are responsible for delivering the existing contracts and for the liabilities that may arise under the

associated parent company guarantees. The Group has indemnified the purchasers of each of Amey and Cespa for any

losses suffered in relation to the parent company guarantees prior to their full formal transfer to us.

Certain of the facilities have encountered issues in relation to their construction and operation. As of December 31,

2024 , we recognized a provision for future losses in the amount of GBP 22 million (EUR 26 million ). This provision

does not include overhead costs of the business which in the year 2024 amounted at GBP 8 million (EUR 9 million).

The occurrence of further issues in connection with the operation of the waste treatment facilities may trigger the

performance guarantees and materially and adversely affect our results of operations and wider financial condition.

3.D.1.25.2 We provide services to a limited number of customers in the mining sector in Chile , which is a highly

regulated sector and is subject to risks.

As further discussed in “ Item 4. Information on the Company—B. Business Overview—10. Regulatory Environment—

7. Support services to the mining industry, ” we provide services to the mining sector in Chile. Mining is a highly-

regulated activity, in large part due to its inherent risks to health and safety. Health and safety standards in this sector

are particularly stringent. Changes in laws, regulations and standards applicable to our businesses or the business of

our customers could increase our costs of doing business, which could have a material adverse effect on our results of

operations. Furthermore, any accidents or related our operations may damage our reputation and expose us to claims

and litigation, increased insurance premiums or otherwise adversely impact our operations.

Currently we provide our services in this sector in Chile to a limited number of large mining companies that focus on

extraction and refinement of copper. Any factors that could impact our clients’ financial condition or demand for our

services, such as international copper prices, a downturn in the copper mining industry due to lower demand, higher

competition or other factors, could materially impact the need for our services and, in turn, have an adverse effect on

our business, financial condition, and results of operations.

Furthermore, mining services and our activities in this sector are labor intensive. Any changes in legislation that may

impact labor costs, increases in salaries or lack of availability of qualified labor force could lead to increases in costs

that we may not be able to pass on under our contracts in the short-term and to non-compliance with requirements

under our existing contracts. Any of the above-mentioned factors could materially and adversely affect our business,

financial condition, and results of operations.

3.D.2 Risks Related to Legal, Regulatory, and Industry Matters

3.D.2.1 We operate in highly regulated environments that are subject to changes in regulations and are subject to

risks related to contracts with government authorities, which could have a material adverse effect on our business,

financial condition, and results of operations.

General and industry-specific considerations. We must comply with both (i) specific aviation, toll road, waste

management and treatment, public procurement, and construction and energy sector regulations, as well as (ii) general

regulations in the various jurisdictions where we operate. Each jurisdiction where we provide our services has a

different risk profile and may present different risks, including political and social tensions, locations with limited

access, legal uncertainty, local content requirements, increased tax pressures, or heightened complexity of the profit

margin allocation process. The current geo-economic context has and may further encourage economic policies aimed

at prioritizing national or regional interests, and increasing fiscal pressure in some markets. These interventions could

affect asset management and the development of future projects.

For instance, energy sector is usually highly regulated. Changes in energy markets regulation can have a material

adverse effect in both short-term and long-term results of the business, as they can lead to variation in the financial

condition as well as income and costs of operation of the projects. Transfer of change in law impacts may not be

contemplated in the contractual documents of the affected project and transfer of such detrimental impact to the clients

may not always be feasible or may result in a dispute with the clients.

The rise of protectionist policies and political instability in some areas where we operate may lead to regulatory

changes that adversely impact management of assets and expose us to new risks, a risk which has been accentuated by

the macroeconomic situation generated by the conflicts in Ukraine and the Middle East. Any regulatory changes in the

sectors where we operate could adversely affect our business, financial condition, and results of operations.

Environmental considerations. In the countries where we operate, there are local, regional, national, and supranational

bodies which regulate our activities and establish applicable environmental regulations. These laws may impose strict

liability in the event of damage to natural resources, pollution over established limits, or threats to public safety and

health. Strict and/or criminal liability may mean that we could be held jointly and severally liable with other parties for

environmental damage regardless of whether we have acted negligently, or that we owe fines whether or not effective

or potential damage exists or is proven. Significant liability could be imposed on us for damages, clean-up costs, or

penalties in the event of certain discharges into the environment and environmental contamination and damage, as has

occurred in the past.

Granting and retention of concessions. Our concessions are granted by governmental authorities and are subject to

special risks, including the risk that governmental authorities will take action contrary to our interests or rights under

the concession agreements, which has occurred in the past and may take place in future (this includes, and has

included in the past, unilaterally terminating, amending or expropriating the concessions on public interest grounds, or

imposing additional restrictions on toll rates).

This risk is especially relevant in infrastructure assets, where we enter into most of our agreements with governmental

authorities. Under these concession development agreements or facility agreements, typically, the relevant government

authority, as the concession grantor or lessor, has, in addition to other termination rights for concessionaire default,

certain judicial rulings and other specified matters, a right to terminate the concession/lease unilaterally if such

governmental authority determines that such termination is in its best interests, oftentimes referred to as a right to

terminate for convenience. In the past such termination rights have been exercised in respect of infrastructure assets

and related contractual regimes, and in respect of a limited number of similar concessions in the United States. In the

event that such termination for convenience right is exercised a government authority is typically required to make a

payment to the relevant concessionaire as compensation for such termination.

For example, the 407 ETR, I-77 and I-66 concession contracts stipulate that compensation in the event of termination

for convenience will be at fair market value plus any reasonable costs and expenses incurred due to the termination.

Additionally, under our agreements with the Texas Department of Transportation in respect of our infrastructure assets

in Texas, the amount payable to the relevant concessionaire in respect of any such exercise will typically require a

payment that is calculated by reference to the fair market value of the concession, the outstanding or initial debt

incurred in respect of such concession and/or a guaranteed equity return plus outstanding or initial debt. Although the

agreements regulating such concessions establish both the method and formula for the calculation of the applicable

compensation amount, disputes may arise between the parties as to the ultimate amount of such compensation, the

method used to calculate the same or related interpretation of the contract and applicable provisions.

Furthermore, with respect to airport assets, the concession grantors typically may also terminate the concession

unilaterally in circumstances where no breach or omission by the concession operator has occurred.

In the case of the airport assets within the portfolio of the Airport Business Division, the only concession agreement

that expressly allows the administration to terminate the concession unilaterally is the concession agreement for the

operation of the airport terminals at Dalaman. Under this contract, in the event of a unilateral termination, the

administration must pay to the concessionaire a termination fee for the loss of income corresponding to the remaining

concession period at the time of termination, as determined by independent international audit firms.

Should any actions such as the above be taken by government authorities in any of the jurisdictions in which we

operate, there is no certainty that adequate compensation for any losses arising from such risks will be provided by the

relevant government, which could have a material adverse effect on our business, financial condition and results of

operations.

Development of complex infrastructures. We operate in sectors (toll roads, energy and airports) where a relevant part

of our pipeline depends on public awards for the development, improvement and/or operation of complex

infrastructure. The construction, revamping and entering into operation of such infrastructure assets usually comprises

a wide range of requirements to be fulfilled, such as administrative and environmental permits, land access, rights of

way, as well as construction and interconnection requirements.

Potential delays in any of those, may result in us not completing construction or not entering into operation within the

deadlines set forth by the relevant authority, which may lead to adverse consequences.

3.D.2.2 We operate in highly regulated environments and are subject to risks related to the granting of permits and

rights-of-way and securing land rights, which could have a material adverse effect on our business, financial

condition, and results of operations.

Approvals, licenses, permits, and certificates. We require various approvals, licenses, permits, and certificates in the

conduct of our business. We cannot assure that we will not encounter significant problems in obtaining new or

renewing existing approvals, licenses, permits, and certificates required for the conduct of our business, nor that we

will continue to satisfy the conditions under which authorities grant such authorizations. In addition, there may be

delays on the part of the regulatory, administrative, or other relevant bodies in reviewing our applications and granting

the required authorizations. If we fail to obtain or maintain the necessary approvals, licenses, permits, and certificates

required for the conduct of our business, we may lose contracts or be required to incur substantial costs or suspend the

operations of one or more of our projects. Furthermore, to bid, develop, and complete a construction project or an

energy project, we may also need to obtain permits, licenses, certificates, and other approvals from the relevant

administrative authorities. We cannot assure that we will be able to obtain or maintain such governmental approvals or

fulfill the conditions required for obtaining the approvals or adapt to new laws, regulations, or policies that may come

into effect from time to time, without undue delay or at all. Obtaining environmental permits and the acquisition of the

relevant rights-of-way are key elements in the pre-construction phase of many toll roads and transmission line or

energy generation projects in which we are or may be involved in the future.

Land rights and related governmental action. Additionally, we may not be able to secure, timely or at all, the land

rights we need to obtain to build or extend the toll roads, develop the infrastructure assets, or develop energy

infrastructure projects for the concessions in which we have an interest. Securing such land rights is generally

dependent on governmental action, as it often involves governmental authorities taking action to expropriate the land

on which the relevant infrastructure asset is to be constructed.

The entry into force of new regulations and the imposition of new or more stringent requirements as part of permits or

authorizations, or a stricter application of existing regulations, may cause delays or increase our costs or impose new

responsibilities, leading to lower earnings and liquidity available for our activities and the business, in turn materially

adversely affecting our financial condition and results of operations.

3.D.2.3 We are subject to litigation risks, including claims and lawsuits arising in the ordinary course of business,

which could have a material adverse effect on our reputation, business, financial condition, and results of

operations.

We are, and in the future may be, a party to judicial, arbitration, and regulatory proceedings. We are exposed to risks

derived from potential lawsuits or litigation of different kinds arising, including in the ordinary course of business. In

relation to these legal risks, and according to prevailing accounting standards, when such risks are deemed probable,

we must make accounting provisions. When such risks are less likely to materialize, we recognize contingent

liabilities. For description of our potential significant liabilities, see “Item 8. Financial Information—A. Consolidated

Statements and Other Financial Information—2. Legal Proceedings” and Note 6.5.1 (Litigation) to the Audited

Financial Statements. For example, as of December 31, 2024 , our litigation and tax provisions amounted to EUR 182

million, including provisions of EUR 97 million to account for possible risks resulting from lawsuits and litigation in

progress . The litigation provision amount remained relatively stable compared to the previous year.

Our business strategy is to focus on technically complex projects with long periods of maturation and the development

of which, due to such long period of maturation, may result in non-compliance with agreed quality levels and

committed deadlines. Any such non-compliance or perceived non-compliance risk may give rise to disputes with

clients, counterparties, partners, or stakeholders and potential litigation. In addition, the budgetary constraints faced by

some of our public clients may increase their need or willingness to litigate, and consequently increase our exposure to

the risk of contractual disputes on construction and maintenance projects, as has been the case in the past with regards

to certain of our projects in the United Kingdom, which can negatively impact our return on investment.

Several types of claims may arise in connection with this risk, including:

(i) claims relating to compulsory land purchases required for toll roads construction;

(ii) claims relating to acts, errors, omissions, or to defects in construction projects performed or services

rendered;

(iii) claims for third party liability in connection with the use of our assets or the actions of our employees;

(iv) employment-related claims;

(v) environmental claims; and

(vi) claims relating to tax inspections.

Also, criminal claims against our employees may arise, such as the proceedings relating to potential irregularities in

tenders organized by the Warsaw Municipal Wastewater Treatment Works for contracts for municipal waste disposal.

For further information on this matter, see “Item 8. Financial Information—A. Consolidated Statements and Other

Financial Information—2. Legal Proceedings —4. Matters previously reported —FB Serwis (Poland).”

An unfavorable outcome, including an out-of-court settlement, in one or more of such disputes or proceedings beyond

our total litigation provisions, as well as material new claims and proceedings, could have a material adverse effect on

our reputation, business, financial condition, and results of operations.

3.D.3 Risks Relating to Our Structure and Financial Risks

3.D.3.1 The Company is a holding company with no direct cash generating operations and relies on our operating

Group Companies to provide itself with funds necessary to meet its financial obligations, which could have an

adverse effect on our business, financial position, results of operations, and prospects.

The Company is a holding company with no material, direct business operations. The principal assets of the Company

are its equity interests in the Group Companies. The Company depends on our operating Group Companies to meet its

financial obligations, including its expenses as a publicly traded company and the payment of dividends. The funds the

Company receives from our Group Companies are in the form of dividend distributions, loans, and other payments.

Regarding our Companies’ dividend distributions, the amount and timing of such distributions will depend, among

other factors, on the laws of our operating Group Companies’ respective jurisdictions, their operating performance, the

decisions of other shareholders of such entities, any restrictions arising in connection with any anticipated actions from

the rating agencies, as well as any financing arrangements entered into by such Group Companies which restrict their

ability to distribute dividends.

For example, due to the impact of COVID-19, the 407 ETR experienced significant declines in traffic volumes, which

decreased operating revenues and the resulting dividends. As a result of these impacts, 407 ETR dividends were

reduced in 2021 and 2022.

Additionally, as an equity investor in our Group Companies, the Company’s right to receive assets upon such Group

Companies’ liquidation or reorganization will be effectively subordinated to the claims of creditors. To the extent that

the Company is recognized as a creditor of subsidiaries, the Company’s claims may still be subordinated to any

security interest in, or other lien on, the relevant Group Company’s assets and to any of their debt or other (lease)

obligations that are senior to the Company’s claims.

3.D.3.2 Our joint venture and partnership operations could be affected by our reliance on our partners’ financial

condition, performance, and decisions, which could have a material adverse effect on our business, financial

position, results of operations, and prospects.

A relevant number of our operations are conducted through joint ventures and partnerships, including holding non-

controlling interests in companies that operate some of our main infrastructure assets, such as the 407 ETR. For further

information in respect to our associates in collaboration with whom we operate certain of our assets and investments

(i.e., the companies accounted for using the equity method) see “ Item 4. Information on the Company—B. Business

Overview—3. Group Overview—3. Our Business Divisions. ”

We may continue to enter into arrangements subject to joint control, such as joint ventures or minority ownership.

Joint ventures, related partnerships, and minority ownership interests are subject to risks related to oversight and

control, compliance, competing business interests, financial liabilities, and difficulties to dispose of the stake due to

the existence of pre-emptive rights. Disputes with joint venture partners may result in the loss of business

opportunities or intellectual property or disruption to, or termination of, the relevant joint venture, as well as to

litigation or other legal proceedings. In the event that risks related to oversight and control, compliance, competing

business interests, financial liabilities, and difficulties to dispose of the stake, in respect of joint ventures, joint venture

partners and minority shareholders materialize, this could result in financial, reputational, and legal consequences,

which could have a material adverse effect on our business, results of operations, and financial condition.

Investment partners may have economic or other interests that do not align with our interests. Furthermore, investment

partners may be in a position to take or influence actions contrary to our interests and plans, which may create

impasses on decisions and affect our ability to implement our strategies and dispose of the affected concession or

entity.

In certain situations, we may not have a controlling stake, and consequently, payment of dividends to us may be

blocked by our partners, which may result in us not being able to optimize the management and value of the specific

joint venture or partnership. Finally, as a result of different interests between the partners, disputes may develop,

resulting in us incurring litigation or arbitration costs and distracting our management from its other tasks. Any of

these factors may adversely affect our business, financial condition, and results of operations.

Examples of projects in which we do not have a controlling stake include some of our main assets, such as our 43.2%

ownership interest in 407 International Inc., the concession operator of the 407 ETR, our 19.9% ownership interest in

IRB Infrastructure Developers Limited (“IRB”), an Indian toll road builder and operator, and our indirect 49.0%

ownership interest in JFK NTO, the concessionaire entity that manages the NTO at JFK concession.

For the year ended December 31, 2024 , our total dividends received from our infrastructure assets amounted to EUR

947 million, of which EUR 584 million were received from consolidated entities ( 61.7% of such total dividends) and

EUR 363 million were received from equity-accounted companies (i.e., business activities with companies in which

joint control is identified) from joint venture and partnership operations ( 38.3% of such total dividends).

In addition, the success of our joint ventures and partnerships depends on the partner’s satisfactory performance of

their obligations. If our partners fail to satisfactorily perform their obligations as a result of financial or other

difficulties, the joint venture or partnership may be unable to adequately perform contracted services. Under these

circumstances, we may be required to make additional investments to ensure the adequate performance of the

contracted services.

Furthermore, mainly in connection with the Construction Business Division, we could be jointly and severally liable

for both our obligations and those of our partners (although we generally execute counter guarantees with our partners

in order to be held harmless or reduce our risk). In addition, in the ordinary course of our business, we undertake to

provide guarantees and indemnities in respect of the performance of the contractual obligations of our joint venture

entities and partnerships. These guarantees and obligations may give rise to a liability to the extent the respective

entity fails to perform its contractual obligations. A partner may also fail to comply with applicable laws, rules, or

regulations, which may further result in our liability.

Any of the above factors could have a material adverse effect on our business, financial condition, results of

operations, and prospects.

3.D.3.3 An increase in inflation may negatively affect our results of operations (mainly in the Construction

Business Division) and an increase in real rates or an increase in inflation with no economic growth may decrease

the value of our assets, which could have a material adverse effect on our business, financial condition, and results

of operations.

Although we are positively exposed to inflation risk in general terms, through toll rates with a great degree of

flexibility or inflation indexation, under scenarios of low or negative economic growth and high inflation, the

additional revenue generated by the toll rate increases may be limited by the negative impact of such increases on

traffic volumes. In addition, if real rates (interest rates adjusted for the effects of inflation) increase, the value of our

assets may be affected, as the effect on present value of discount rates would be offsetting the benefits of inflation in

toll highways.

Any future rises in inflation may have an adverse effect on operating margins under the construction contracts due to

increases in the cost of raw materials and energy, which may affect expected profitability. Although this risk is

partially mitigated in certain jurisdictions by inflation-related price adjustment clauses in contracts (such as in Poland

and in certain contracts in Spain and Canada), the risk may not be adequately hedged from the effects of inflation,

which could have a material adverse effect on our business, financial condition, and results of operations.

We have entered into an inflation derivative in connection with Autema, a toll road project in Spain, in order to fix the

inflation component of our revenue from this project. An increase in inflation would have a negative fair value impact

on this derivative, and could, as such, have a material adverse effect on our business, financial condition, and results of

operations.

3.D.3.4 Exchange rate fluctuations could have a material adverse effect on our business, financial condition, and

results of operations.

We have exposure to foreign currency, mainly to the Canadian dollar, the U.S. dollar, the Polish zloty, the Indian

rupee, the pound sterling, the Chilean peso, the Colombian peso, and the Australian dollar.

Our foreign exchange rate risks arise primarily from:

(i) our international presence, through our investments and businesses in countries that use currencies other than

the euro;

(ii) debt denominated in currencies other than that of the country where the business is conducted or the home

country of the company incurring such debt; and

(iii) trade receivables or payables in a foreign currency to the currency of the company with which the

transaction was registered.

In analyzing sensitivity to exchange rate effects, we estimate that a 10% depreciation in the value of the euro at year-

end 2024 against the main currencies in which we hold investments would have an impact on our equity attributable to

shareholders of EUR 322 million, of which 15% would relate to the impact of the Canadian dollar, 27% to the U.S.

dollar and 35% to the Indian rupee.

We establish our hedging strategy by analyzing past fluctuations in both short- and long-term exchanges rates and

have monitoring mechanisms in place, such as future projections and long-term equilibrium exchange rates. These

hedges are made by arranging foreign currency indebtedness, foreign currency deposits, or financial derivatives.

Although we enter into foreign exchange derivatives to cover our significant future expected operations and cash

flows, any current or future hedging contracts or foreign exchange derivatives we enter into may not adequately

protect our operating results from the effects of exchange rate fluctuations which could have a material adverse effect

on our business, financial condition, and results of operations. We are subject to the creditworthiness, and, in certain

circumstances, the early termination of the hedging agreements by hedge counterparties.

We cannot assure that future exchange rate fluctuations will not have a material adverse effect on our business,

financial condition, and results of operations.

3.D.3.5 Interest rate fluctuations may affect our net financial expense, which could have a material adverse effect

on our business, financial condition, and results of operations.

Interest rate fluctuations affect our business, which may impact our net financial expense due to the variable interest

on financial assets and liabilities, as well as the measurement of financial instruments arranged at fixed interest rates.

Certain of our indebtedness bears interest at variable rates, generally linked to market benchmarks such as EURIBOR,

Secured Overnight Financing Rate (“SOFR”), Canadian Overnight Repo Rate Average (“CORRA”), and Sterling

Overnight Interbank Average Rate (“SONIA”). Any increase in interest rates would increase our finance costs relating

to variable rate indebtedness and increase the costs of refinancing existing indebtedness and of issuing new debt. This

interest rate fluctuation risk is particularly important in the financing of infrastructure projects and other projects,

which are heavily leveraged in their early stages and the performance of which depends on possible changes in the

interest rate.

For example, a linear increase of 100 basis points in market interest rate curves as of December 31, 2024 would

increase financial expenses in our income statement by an estimated EUR 5 million, of which EUR 2 million would

relate to our interest in infrastructure project companies and EUR 3 million would relate to our interest in ex-

infrastructure project companies. This impact would be offset by any increases in financial results due to the expected

higher return of cash held by us as of that specific date.

Although we enter into hedging arrangements to cover interest rate fluctuations on a portion of its debt, any current or

future hedging contracts or financial derivatives entered into by us may not adequately protect our operating results

from the effects of interest rate fluctuations, which could have a material adverse effect on our business, financial

condition, and results of operations. We are subject to the creditworthiness of hedge counterparties and, in certain

circumstances, the early termination of the hedging agreements by hedge counterparties in the context of interest rate

risk arrangement.

We cannot assure that future interest rate fluctuations would not have a material adverse effect on our business,

financial condition, and results of operations.

3.D.3.6 We may not be able to effectively manage the exposure of our liquidity risk, which could have a material

adverse effect on our business, financial condition, and results of operations.

Our assets, especially our infrastructure assets, must be able to secure significant levels of financing for us to be able

to carry out our operations (for example, regarding the NTO at JFK). Certain industries in which we operate, such as

airports and toll roads, are by nature capital-intensive businesses. Therefore, the development and operation of our

assets, especially infrastructure concession assets, require a high level of financing.

Our ability to secure financing depends on several factors, many of which are beyond our control, including:

(i) general economic conditions;

(ii) developments in the debt or capital markets;

(iii) the availability of funds from financial institutions; and

(iv) monetary policy in the markets in which we operate.

Our ability to make payments on and to refinance our debt, as well as to fund future working capital and capital

expenditures, will also depend on our future operating performance and ability to generate sufficient cash. Credit

markets are subject to fluctuations that may result in periodic tightening of the credit markets, including lending by

financial institutions, which is a source of credit for us, and affects our customers’ and suppliers’ borrowing and

liquidity. There is a risk that the markets that provide funding will not always be available to us due to unexpected

events, which may lead to a situation where we cannot honor our liabilities in time. This could also lead to an increase

in our cost of capital. In such an environment, it may be more difficult and costly for us to refinance our maturing

financial liabilities or secure new or additional financing. In addition, if the financial condition of our customers or

suppliers is negatively affected by illiquidity, their difficulties could also have a material adverse effect on us . From

time to time in the past we have provided, and in the future we may provide, financing support in the form of, for

example, equity contributions or shareholder loans in connection with our projects or investments and our exposure to

such additional liquidity risk may affect our business, financial condition, and results of operations,

As it pertains to ex-infrastructure borrowings, there are a number of facilities and one bond maturing in 2025. The

revolving credit facility and the bond have been refinanced in January 2025 (see “ Item 5. Operating and financial

review and prospects —B. Liquidity and capital resources —8. Financing —2. Ex-infrastructure project borrowings

—1. Corporate debt ”). For the remaining maturities, if we are unable to secure additional financing on favorable

terms, or at all, our growth opportunities would be limited and our business, financial condition, and results of

operations may be materially adversely affected.

Our ability to effectively manage our credit risk exposure may affect our business, financial condition, and results of

operations. We are exposed to the credit risk implied by default on the part of a counterparty (customer, provider,

partner, or financial entity), which could impact our business, financial condition, and results of operations.

The risk of late payments in both the public and private sectors has increased during global financial crises. The cost

of government financing and financing of other public entities has also increased due to financial stress in Europe, and

this may represent an increased risk for our public sector clients.

Although we actively manage this credit risk through credit scoring and eventually, in certain cases, the use of non-

recourse factoring contracts and credit insurance, our risk management strategies may not be successful in limiting our

exposure to credit risk, which could adversely affect our business, financial condition, and results of operations.

3.D.3.7 We have entered into equity swaps which could result in losses and have a material adverse effect on our

business, financial condition, and results of operations.

We entered into equity swaps linked to our share price in order to hedge any potential asset losses derived from the

different incentive share plans to which we are a party. Under the general terms of these equity swaps, if, at the

maturity date of each equity swap, our share price decreases below a reference share price (i.e., the strike price agreed

at the inception of each equity swap), we will make a payment to the counterparty. However, if, at the maturity date of

each swap, the share price increases above the reference price, we will receive payment from the counterparty. During

the lifetime of the equity swaps, the counterparty will pay us cash amounts equal to the dividends generated by those

shares and we will pay the counterparty a floating interest rate.

Further, whilst the equity swaps are not deemed to be hedging derivatives under International Accounting Standards

(“IAS”), their market value during a given period of time has an effect on our income statement, which will be positive

if the share price increases or negative if the share price decreases during that period. If our share price decreases

below the reference price, the market value of the swap will decrease and our business, financial condition, and results

of operations may be materially adversely affected.

3.D.3.8 Our shareholders in the United States may have difficulty bringing actions and enforcing judgements,

against us, our directors, and our executive officers based on the civil liabilities provisions of the federal securities

laws or other laws of the United States or any state thereof.

We are incorporated in the Netherlands and the vast majority of our directors and executive officers reside outside the

United States, primarily in Spain or the Netherlands. As a result, our shareholders’ ability to bring an action against

these individuals or us in the United States in the event that the shareholders believe their rights have been infringed

under the U.S. federal securities laws or otherwise, or the procedures in relation thereto, may be subject to

uncertainties. Even if our shareholders are successful in bringing an action of this kind, whether they can successfully

enforce a judgment against our directors, executive officers, or us outside the United States is subject to substantial

uncertainty.

3.D.4 Risks Relating to Tax

3.D.4.1 The Spanish Tax authorities may consider the Merger to fall outside of the Special Tax Neutrality

Regime’s protection, which could have a material adverse effect on our business, financial condition, and results of

operations.

The Company has applied the special tax neutrality regime implemented in Spain pursuant to Chapter VII of Title VII

of the Spanish Law 27/2014 of November 27 on Corporate Income Tax and its implementing regulations, as approved

by Decree Law 634/2015 of July 10 (the “Spanish CIT Law”), implementing in Spain Council Directive 2009/133/EC

of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of

assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered

office of an SE or SCE between Member States. Under this tax neutrality regime, the Merger benefits from total or

partial tax neutrality consisting in the deferral of tax due to the capital gains or losses that may have arisen in

connection with the Merger while maintaining the tax basis of the assets and shares affected by the Merger.

In connection with the application of the special tax neutrality regime, there is a potential risk of a challenge by the

Spanish tax authorities. Specifically, the Spanish tax authorities may, in the course of a tax audit, consider that the

Merger did not take place for a valid business reason and instead occurred with the main intention of obtaining a tax

advantage, a position that the Company expressly rejects. In such case, the Spanish Tax Authorities may deny the

application of such special regime and reverse the intended tax advantages.

Should the Spanish Tax Authorities make such a determination, they will seek to eliminate any intended tax

advantage. The main difference in taxation between the Spanish and the Dutch Corporate Income Tax (“CIT”) regimes

is the participation exemption—while the Netherlands has full participation exemption, in Spain, although the tax

payers enjoy a participation exemption, 5.0% of such exempt dividends and gains are included in the CIT taxable base.

If the Spanish Tax Authorities conclude that avoidance of the inclusion of 5.0% of the exempt dividends and gains in

the CIT taxable base is a tax advantage the Company sought, they may as a result assess the CIT due on the difference

between the fair market value of our assets transferred as a result of the Merger not allocated to a branch in Spain and

the assets’ tax basis. In this regard, the main impact would derive from the gains on the transfer of the ordinary shares;

however, only 5.0% of the gains would be effectively subject to taxation at a 25.0% CIT rate; such part of the gains

would be further reduced by the carry-forward losses that Ferrovial had and deductible expenses, including financial

expenses and pending tax credits.

Although the Company does not believe the foregoing would materially affect our overall business or financial

condition, the tax impact will depend on the appraisal of transferred assets market value made by the competent

authorities, and it could nevertheless result in a significant additional cost.

3.D.4.2 We are subject to complex tax laws, including changes thereto, in the jurisdictions in which we operate

which could have a material adverse effect on our business, financial condition, results of operations, cash flows,

and prospects.

We are subject to complex tax legislation in the jurisdictions in which we operate. Our tax treatment depends on the

determination of facts and interpretation of complex provisions of applicable tax law, for which no clear precedent or

authority may be available. Any failure to comply with the tax laws or regulations applicable to us may result in

reassessments, late payment interest, fines, and penalties.

We are exposed to risks based on transfer pricing rules applying to intra-group transactions. Pursuant to such rules,

related companies and enterprises are required to conduct inter-company transactions at arm’s length (i.e., on terms

which would also apply among unrelated third parties in comparable transactions) and to sufficiently document the

relevant transactions. Although we endeavor to follow such arm’s length principle, one or more tax authorities might

challenge the transfer pricing model we have implemented, which may result in disputes, double taxation in two or

more jurisdictions, and the imposition of interest and penalties on underpaid taxes.

The tax rules applicable to us are consistently under review by persons involved in the legislative process and tax

authorities, which may result in the passing of new tax laws, new or revised interpretations of established concepts,

statutory changes, new reporting obligations, revisions to regulations, and other modifications and interpretations. Our

present tax treatment may be modified by administrative, legislative, or judicial interpretation at any time, and any

such action may apply on a retroactive or retrospective basis.

Any change in current tax legislation (including conventions for the avoidance of double taxation) in the countries

where we operate or a change in the interpretation of such legislation by the tax authorities, as well as any change in

accounting standards as a result of the application of tax regulations, could have a material adverse effect on our

business, operating results, and financial position of the Company and our Group Companies. There is also a risk that

unexpected tax expenses may arise or that tax authorities may challenge the general transfer pricing policy we have

adopted, which could have a material adverse effect on our business, operating results, and financial position.

We continue to assess the impact of changes in tax laws and interpretations on our businesses and may determine that

changes to our structure, practice, tax positions, or the manner in which we conduct our businesses are necessary in

light of such changes and developments in the tax laws of the jurisdictions in which we operate. Such changes may

nevertheless be ineffective.

For example, the G20/OECD Inclusive Framework has been working on addressing the tax challenges arising from the

digitalization of the economy. One of the solutions to address the impact and consequence of the digitalization of the

global economy is the Organization for Economic Cooperation and Development’s (the “OECD”) Pillar One and

Pillar Two blueprints, released on October 12, 2020. Pillar One refers to the re-allocation of taxing rights to

jurisdictions where sustained and significant business is conducted, regardless of a physical presence, and Pillar Two

contains a minimum tax to be paid by the multinational enterprises. On December 14, 2022, the EU approved

implementation of Pillar Two.

The Dutch legislative proposal to transpose Pillar Two in the Dutch corporate tax system, titled “Minimum Tax Act

2024 (Pillar Two),”entered into force on January 1, 2024.

This measure aims to ensure that multinationals are subject to a corporation tax rate of at least 15.0%, preventing them

from shifting profits to low-tax jurisdictions in order to minimize the tax that they pay. The Company’s current view is

that the Minimum Tax Rate Act 2024 is not expected to lead to adverse tax consequences for the Group. In principle,

the Minimum Tax Rate Act 2024 is not expected to lead to an increase in taxes payable by us, as we develop our

activity in jurisdictions with a nominal tax rate for CIT purposes above the minimum 15.0% threshold, but it could

have an adverse effect due to the potential increase in our tax compliance obligations.

The original treatment of a tax-relevant matter in a tax return, tax assessment, or otherwise could later be found

incorrect and as a result, we may be subject to additional taxes, interest, penalty payments, and social security

payments. Such reassessment may be due to an interpretation or view of laws and facts by tax authorities in a manner

that deviates from our view.

We are subject to tax audits by the respective tax authorities on a regular basis. As a result of ongoing and future tax

audits or other reviews by the tax authorities, additional taxes could be imposed that exceed the provisions reflected in

previous financial statements. This could lead to an increase in our tax obligations, either as a result of the relevant tax

payment being assessed directly against the Company or as a result of becoming liable for the relevant tax as a

secondary obligor due to the primary obligor’s failure to pay such taxes. Consequently, we may have to engage in tax

litigation to defend or achieve results reflected in prior estimates, declarations, or assessments which may be time-

consuming and expensive and which may be unsuccessful. We are subject to pending litigation on tax matters which

could result in a material amount of tax becoming payable. For further details, see “ —3. The final outcome of ongoing

tax proceedings could adversely affect our after-tax profitability and financial results. ”

The materialization of any of the above risks could have a material adverse effect on our business, financial condition,

results of operations, cash flows, and prospects.

3.D.4.3 The final outcome of ongoing tax proceedings could adversely affect our after-tax profitability and

financial results.

We are a Dutch-based Group with operations in several countries and, thus, are subject to tax in multiple jurisdictions.

Significant judgment is required in determining our global provision for income taxes, deferred tax assets and

liabilities and in evaluating our tax positions in these jurisdictions. For further details, see “ —2. We are subject to

complex tax laws, including changes thereof, in the jurisdictions in which we operate which could have a material

adverse effect on our business, financial condition, results of operations, cash flows, and prospects. ” We are subject to

tax audits and tax litigation, which could be complex and may require an extended period of time to resolve. While we

believe that our tax positions are consistent with the tax laws of the jurisdictions in which we conduct our business, it

is possible that these positions may be overturned by the relevant tax authorities.

Specifically, we are currently involved in a tax proceeding relating to a previous tax assessments at a supranational

level, see “ Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2. Legal

Proceedings—8. Tax-Related Proceedings. ” The outcome of this or any future tax proceedings may have a significant

impact on our tax provisions and could have a material adverse effect on our business, financial condition, results of

operations, cash flows, and prospects.

3.D.4.4 The recoverability of our deferred tax assets may be subject to certain limitations, which could have a

material adverse effect on our business, financial position, results of operations, and prospects.

As of December 31, 2024 , a significant portion of our recognized deferred tax assets was tax loss carry-forwards and

prepaid taxes from losses incurred by the Company and its subsidiaries. In Spain, for the purpose of assessing the

recoverability of tax loss carry-forwards by our Spanish tax consolidated group, we have decided not to record all the

tax credits for accounting purposes, due to a reasonable doubt that they may be recovered in the short- or medium-

term.

Our current and deferred income taxes may be further impacted by events and transactions arising in the normal course

of business, as well as by special non-recurring items or changes in the applicable tax laws. Changes in the

assumptions and estimates made by our management may result in our inability to recover our deferred tax assets if we

consider that it is not probable that a taxable profit will be available against which the deductible temporary difference

can be used. A future change in applicable tax laws could also limit our ability to recover our deferred tax assets.

Additionally, currently ongoing or potential future tax audits and adverse determinations by the Spanish tax authorities

may affect the recoverability of our deferred tax assets.

Specifically, we currently have ongoing litigation with respect to our CIT assessments pertaining to the tax years 2016

through 2023 (see “ Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—2.

Legal Proceedings—8. Tax-Related Proceedings ”). On January 18, 2024, the Spanish Constitutional Court issued a

decision declaring unconstitutional Royal Decree-Law 3/2016, on tax measures aimed at the consolidation of public

finances. This decision could affect the outcome of our ongoing CIT litigation. Should the final outcome of the CIT

litigation be favorable, which we believe is likely following the Spanish Constitutional Court’s unconstitutionality

determination, it may result in our tax credits being recoverable and available to the Group in connection with its

future CIT filings, however such outcome is uncertain.

Moreover, as a result of the Merger, the Company’s and its Dutch subsidiaries’ ability to use carry-forward losses and

other tax attributes for Dutch tax purposes that arose prior to the Merger to offset taxable income that arises after the

Merger may be subject to certain limitations, as certain rules apply to restrict such an entity’s use of carry-forward

losses incurred prior to the Merger only to profits arising after the Merger that are attributable to such entity. Any such

limitation on the Company’s or its Dutch subsidiary’s use of carry-forward losses or other tax attributes may adversely

affect our business, financial position, results of operations, and prospects.

The Company and its Spanish subsidiaries that apply the special CIT group regime allowing entities residing in Spain

and permanent establishments forming part of a group regime to be taxed as a single CIT payer would also face

restrictions on its ability to use carry-forward losses and other tax attributes for Spanish tax purposes.

The amounts of tax credits the future use of which could be impacted by these legal restrictions are: (i) in Spain, EUR

76 million of tax loss credits and EUR 32 million of other tax credits, with only EUR 41 million recorded in books as

deferred tax assets, and (ii) in the Netherlands, EUR 74 million tax loss credits, with only EUR 10 million recognized

in books as deferred tax assets .

3.D.4.5 If the Company ceases to be a resident in the Netherlands for the purposes of a tax treaty concluded by the

Netherlands, and in certain other events, the Company’s shareholders could potentially be subject to a proposed

Dutch dividend withholding tax in respect of a deemed distribution of the entire market value of the Company less

paid-up capital.

Under a law proposal currently pending before the Dutch parliament, the DWT Exit Tax , the Company will be deemed

to have distributed an amount equal to its entire market capitalization less recognized paid-up capital immediately

before the occurrence of certain events, including if the Company ceases to be a Dutch tax resident for purposes of a

tax treaty concluded by the Netherlands with another jurisdiction and becomes, for purposes of such tax treaty,

exclusively a tax resident of that other jurisdiction, which is the “qualifying jurisdiction.” A qualifying jurisdiction is a

jurisdiction other than a member state of the EU/EEA that does not impose a withholding tax on distributions, or that

does impose such tax but that grants a step-up for earnings attributable to the period prior to the Company becoming

exclusively a resident in such jurisdiction. This deemed distribution would be subject to a 15.0% tax insofar it exceeds

a franchise of EUR 50 million. The tax is payable by the Company as a withholding agent. A full exemption applies to

entities and individuals who are resident in an EU/EEA member state or a state that has concluded a tax treaty with the

Netherlands that contains a dividend article, provided the Company submits a declaration confirming the satisfaction

of applicable conditions by qualifying shareholders within one month following the taxable event. The Company

would be deemed to have withheld the tax on the deemed distribution and have a statutory right to recover this from

the shareholders. Dutch resident shareholders qualifying for the exemption are entitled to a credit or refund, and non-

Dutch resident shareholders qualifying for the exemption are entitled to a refund, subject to applicable statutory

limitations, provided the tax has been actually recovered from them.

The DWT Exit Tax has been amended several times since its initial proposal and is under ongoing discussion. It is

therefore not certain whether the DWT Exit Tax would be enacted and if so, in what form. If enacted in its present

form, the DWT Exit Tax will have retroactive effect as from December 8, 2021.

3.D.4.6 The Company operates so as to be treated exclusively as a resident of the Netherlands for tax purposes, but

other jurisdictions may also claim taxation rights over the Company, which could have a material adverse effect on

our business, financial condition, results of operations, cash flows, and prospects, and on the net cash proceeds

received by the Company’s shareholders in respect of distributions by the Company.

The Company has established its organizational and management structure in such a manner that the Company is

regarded to have its residence for tax purposes exclusively in the Netherlands and to exclusively qualify as a Dutch tax

resident for purposes of the Dutch Dividend Withholding Tax Act (the “DWTA”) and the Dutch Corporate Income

Tax Act. However, the determination of the Company’s residency for tax purposes depends primarily upon its place of

effective management, which is largely a question of fact, based on all relevant circumstances. Therefore, no assurance

can be given regarding the final or future determination of the Company’s tax residency by the relevant tax authorities.

If the tax authorities of a jurisdiction other than the Netherlands take the position that the Company should be treated

as a tax resident of exclusively that jurisdiction (including for purposes of a tax treaty), the Company may be liable to

pay an exit tax for Dutch income tax purposes and may also become subject to income tax in such other jurisdiction.

See “ —6. If the Company ceases to be a resident in the Netherlands for the purposes of a tax treaty concluded by the

Netherlands and in certain other events, the Company’s shareholders could potentially be subject to a proposed Dutch

dividend withholding tax in respect of a deemed distribution of the entire market value of the Company less paid-up

capital. ” In addition, this assessment would result in the Company no longer being part of the Dutch fiscal unity

headed by it, which may subsequently result in certain deconsolidation charges becoming due, and the loss or

restriction of certain tax assets such as carry-forward tax losses.

If the Company is regarded to also have its residence for tax purposes in any other jurisdiction(s) than the Netherlands,

the shareholders could become subject to dividend withholding tax in such other jurisdiction(s), as well as in the

Netherlands.

In each case, this could have a material adverse effect on our business, financial condition, results of operations, cash

flows, and prospects, and on the net cash proceeds received by shareholders in respect of distributions by the

Company. The impact of these risks differs depending on the jurisdictions and tax authorities involved and the

Company’s and its shareholders’ ability to resolve double taxation issues, for instance through mutual agreement

procedures and other dispute resolution mechanisms under an applicable tax treaty, the dispute resolution mechanism

under Council Directive (EU) 2017/1852 of 10 October 2017 on tax dispute resolution mechanisms in the European

Union (in the case of an EU jurisdiction), or judicial review by the relevant national courts. These procedures require

substantial time, costs, and efforts, and it is not certain that double taxation issues can be resolved in all circumstances.

3.D.4.7 If the Company is classified as a passive foreign investment company for U.S. federal income tax purposes ,

U.S. investors in the Company’s ordinary shares may be subject to adverse U.S. federal income tax consequences.

A non-U.S. corporation will be classified as a passive foreign investment company (“PFIC”) for any taxable year if,

either: (i) 75.0% or more of its gross income for the taxable year consists of “passive income” for the purposes of the

PFIC rules (including dividends, interest, and other investment income, with certain exceptions) or (ii) at least 50.0%

of the value of its assets for the taxable year (determined based upon a quarterly average) is attributable to assets that

produce or are held for the production of “passive income.” The PFIC rules also contain a look-through rule whereby

the Company will be treated as owning its proportionate share of the assets and earning its proportionate share of the

income of any other corporation in which it owns, directly or indirectly, 25.0% or more (by value) of the stock.

Whether the Company is treated as a PFIC is a factual determination to be made annually after the close of each

taxable year and thus may be subject to change. The Company’s PFIC status for each taxable year will depend on facts

including the composition of the Company’s assets and income, as well as the value of the Company’s assets (which

may fluctuate with the Company’s market capitalization) at such time. Based on the nature of the Company’s business,

the ownership, and the composition of the income, assets, and operations of the Company, although not free from

doubt, the Company believes it was not a PFIC for the taxable year ended December 31, 2024 .

The determination of the Company’s PFIC status is complex and subject to ambiguities. In addition, the Company’s

PFIC status for the current and future taxable years depends, in large part, on the expected value of its goodwill, which

could fluctuate significantly. Moreover, the U.S. Internal Revenue Service (“IRS”) or a court may disagree with the

Company’s determinations, including the manner in which the Company determines the value of the Company’s assets

and the percentage of the Company’s assets that are passive assets under the PFIC rules. Therefore, there can be no

assurance that the Company will not be classified as a PFIC for the current taxable year or for any future taxable year.

If the Company is treated as a PFIC for any taxable year during which a U.S. Holder (as defined in “ Item

10. Additional Information—E. Taxation—2. Material U.S. Federal Income Tax Consequences ”) held ordinary

shares, such U.S. Holder could be subject to adverse U.S. federal income tax consequences. See “ Item 10. Additional

Information—E. Taxation— 2. Material U.S. Federal Income Tax Consequences ” for further discussion on this matter.

3.D.4.8 Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect

our future business and profitability.

We are a Dutch company and thus subject to Dutch corporate income tax as well as other applicable local taxes on our

operations. Our subsidiaries are subject to the tax laws applicable in their respective jurisdictions of incorporation.

New local laws and policy relating to taxes, whether in the Netherlands or in any of the jurisdictions in which our

subsidiaries operate, may have an adverse effect on our future business and profitability. Further, existing applicable

tax laws, tax rates, statutes, rules, regulations, treaties, administrative practices and principles, judicial decisions or

ordinances could be interpreted, changed, modified or applied to us or our subsidiaries in a manner that could

adversely affect our after-tax profitability and financial results, in each case, possibly with retroactive effect.

Additionally, there is also a high level of uncertainty in today’s tax environment stemming from both global initiatives

put forth by the OECD, and unilateral measures being implemented by various countries due to a lack of consensus on

these global initiatives. As an example, the OECD has put forth two proposals, Pillar One and Pillar Two, that revise

the existing profit allocation and nexus rules (profit allocation based on location of sales versus physical presence) and

ensure a minimal level of taxation, respectively (as of November 4, 2021, the OECD published that 137 countries have

agreed on Pillar Two at a rate of 15.0%. The Dutch legislative proposal to transpose Pillar Two in the Dutch corporate

tax system, titled “Minimum Tax Act 2024 (Pillar Two)”, entered into force on January 1, 2024. Further, unilateral

measures, such as digital services tax and corresponding toll rates in response to such measures, are creating additional

uncertainty. If these initiatives are implemented, they may negatively impact our financial condition, tax liability, and

results of operations and could increase our administrative costs.

3.D.4.9 Our tax obligations may change or fluctuate, become significantly more complex, or become subject to

greater risk of examination by taxing authorities, including as a result of plans to expand our business operations,

including to jurisdictions in which tax laws may not be favorable, any of which could adversely affect our after-tax

profitability and financial results.

We currently operate in several jurisdictions in addition to the Netherlands and Spain, such as the United States,

Canada, the United Kingdom and Poland, among others. In the event that our business expands to additional

jurisdictions, our effective tax rates may fluctuate widely. Future effective tax rates could be affected by operating

losses in jurisdictions where no tax benefit can be recorded under the International Financial Reporting Standards

(“IFRS”), changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our

future effective tax rates include, but are not limited to: (i) changes in tax laws or the regulatory environment; (ii)

changes in accounting and tax standards or practices; (iii) changes in the composition of operating income by tax

jurisdiction; and (iv) pre-tax operating results of our business.

Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability

and financial condition. Additionally, foreign tax authorities have increasingly focused attention on intercompany

transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree

with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we

do not prevail in any such disagreements, our profitability may be affected.

3.D.5 Risks Related to Our Ordinary Shares

3.D.5.1 The payment of future dividends will depend on our financial condition and results of operations, which

could negatively impact the market price of our ordinary shares.

The Company is a European public limited liability company ( Societas Europaea ) organized under the laws of the

Netherlands. Under Dutch law, distribution of dividends may take place only after the adoption of the Company’s

annual accounts referred to in article 2:391 2 of the Dutch Civil Code ( Burgerlijk Wetboek ) (the “BW”) by the general

meeting of the Company (the “General Meeting”), showing that the distribution is allowed. Furthermore, the

distribution by the Company of interim dividends and the distribution of dividends in the form of ordinary shares are

subject to the prior approval of our board of directors (the “Board”).

A distribution to shareholders by the Company will be allowed under the terms of articles 2:391 BW insofar as the

Company’s equity exceeds the sum of the paid-up and called-up share capital, increased by the reserves required to be

maintained by either Dutch law or the Articles of Association. Once the annual accounts are available, the Board will

determine whether the Company is able to, or should, make distributions in accordance with Dutch law. As a holding

company with no direct cash generating operations, the Company depends on its operating Group Companies to

generate the funds necessary to meet its financial obligations, as well as the payment of dividends.

The declaration and payment of any dividend distribution will be subject to the discretion of the Board, which will

determine whether the Company should make distributions. Future dividends or distributions, if any, and their timing

and amount, may be affected by, among other factors, the Board or senior management team’s views on potential

future capital requirements for strategic transactions, earnings levels, contractual restrictions, the cash position and

overall financial condition, debt related payments and commitments we may incur, including restrictive covenants

which may limit the ability to pay a dividend, changes in tax or corporate laws, the need to invest in our business

operations and such other factors as the Board or senior management may deem relevant.

Dividend or other distribution payments may change from time to time, and we cannot provide assurance that we will

declare dividends or other distributions in any particular amounts (including with regards to prior shareholder

distributions schemes that we could have put in place) or at all as the payment of any such dividends or other

distributions will depend on our ability to generate profits available for distribution and cash flow.

3.D.5.2 Rights of holders of shares may be limited, particularly outside the Netherlands and Spain, and as a result,

shareholders may suffer dilution.

Pursuant to a resolution adopted by the General Meeting, the Board has been authorized, for a period of eighteen

months (from April 11, 2024, the date of our General Meeting, through October 10, 2025), to (i) issue shares or grant

rights to subscribe for ordinary shares up to a maximum of 10.0% of our issued share capital on April 11, 2024 (the

date of our General Meeting), and to limit or exclude pre-emptive rights in relation thereto, for any and all corporate

purposes, and (ii) issue shares or grant rights to subscribe for ordinary shares up to a maximum of 5.0% of our issued

share capital on April 11, 2024 (the date of our General Meeting), and to limit or exclude pre-emptive rights in relation

thereto, for the implementation of one or more scrip dividends as may be resolved on by our Board.

Furthermore, the securities laws of certain jurisdictions may restrict the ability of certain shareholders outside the

Netherlands and Spain to participate in future equity offerings, who may therefore suffer dilution. In particular,

shareholders in the United States may not be entitled to exercise pre-emptive rights or participate in a rights offer,

unless either our ordinary shares and any other securities that are offered and sold are registered under the Securities

Act, or are offered pursuant to an exemption from, or in a transaction not subject to, the registration requirements of

the Securities Act. We cannot assure prospective investors that any Annual Report would be filed as to enable the

exercise of such shareholders’ pre-emptive rights or participation in a rights offer, or that any exemption from such

securities law requirements would be available to enable shareholders in the United States or other jurisdictions to

exercise their pre-emption rights or, if available, that we would use any such exemption. If the Company increases its

share capital in the future, shareholders who are not able to exercise a potential pre-emptive right (in accordance with

the laws applicable to them) should take into account that their interest in the Company’s share capital may be diluted

as a result, possibly without such dilution being offset by any compensation received in exchange for subscription

rights.

In addition, the Company has in the past and may in the future offer, from time to time, a share dividend election to its

shareholders, subject to applicable corporate and securities laws and regulations. However, the Company may not, or

may not be able to, permit shareholders and other prospective investors with registered addresses, or who are resident

or located in, or who are organized under the laws of, certain restricted jurisdictions, to exercise this election subject to

certain exceptions. Accordingly, shareholders and other prospective investors in these restricted jurisdictions may be

unable to receive dividends in the form of ordinary shares rather than cash and may, as a result, suffer dilution.

3.D.5.3 The multiple listings of our ordinary shares in different jurisdictions may adversely affect the liquidity and

price of our ordinary shares.

Our ordinary shares are admitted to listing and trading on Nasdaq, Euronext Amsterdam and the Spanish Stock

Exchanges. Our ordinary shares on these markets trade in different currencies (U.S. dollars on Nasdaq and EUR on

Euronext Amsterdam and the Spanish Stock Exchanges) and take place at different times (as a result of different time

zones, different trading days and different public holidays in the United States, Spain and the Netherlands).

Multiple listings may adversely affect liquidity and trading prices for our ordinary shares on one or more of the

exchanges due to the above-mentioned factors or other circumstances, which may be beyond our control. For example,

the multiple listings may increase share price volatility as trading will be split between the three markets, resulting in

less liquidity on the various exchanges. Different liquidity levels, trading volumes, market conditions and regulatory

conditions (including the imposition of capital controls) on the various exchanges may result in different prevailing

prices and any decrease in the price of our ordinary shares on one exchange could cause a decrease in the trading price

of our ordinary shares on another exchange.

Investors could seek to sell or buy our ordinary shares to take advantage of any price differences between the markets

through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both the prices

and the volumes of the shares available for trading on the exchanges. In addition, investors may not be able to sell or

buy our ordinary shares on an exchange in case of a technological malfunction or other failure, or trading halt, which

may further increase the risk of arbitrage activities and create unexpected volatility in the trading price of our ordinary

shares.

3.D.5.4 Future issuances of additional ordinary shares or debt or equity securities convertible into our ordinary

shares may adversely affect the market price of our ordinary shares and dilute investors’ shareholdings.

The rights of our shareholders are governed by Dutch law, the Articles of Association and other internal rules. In the

event of an increase in our share capital, holders of our ordinary shares are generally entitled to full pre-emptive rights

unless these rights are limited or excluded either by virtue of Dutch law, a resolution of the General Meeting pursuant

to a proposal of the Board, or by a resolution of the Board (if the Board has been designated by the General Meeting or

the Articles of Association for this purpose). Pursuant to a resolution adopted by the General Meeting, the Board has

been authorized, for a period of eighteen months (from April 11, 2024, the date of our General Meeting, through

October 10, 2025), to (i) issue shares or grant rights to subscribe for ordinary shares up to a maximum of 10.0% of our

issued share capital on April 11, 2024 (the date of our General Meeting), and to limit or exclude pre-emptive rights in

relation thereto, for any and all corporate purposes, and (ii) issue shares or grant rights to subscribe for ordinary shares

up to a maximum of 5.0% of our issued share capital on April 11, 2024 (the date of our General Meeting), and to limit

or exclude pre-emptive rights in relation thereto, for the implementation of one or more scrip dividends as may be

resolved on by our Board .

As of December 31, 2024 , we had 729,559,951 ordinary shares issued, of which 721,806,552 ordinary shares were

outstanding and 7,753,399 ordinary sh ares were held by the Company as treasury share s . In the future, we may seek to

raise capital through public or private debt or equity financings by issuing additional shares, debt or equity securities

convertible into shares or rights to acquire these securities, and exclude the pre-emptive rights pertaining to then

outstanding shares. Moreover, we may seek to issue additional shares as consideration for, or otherwise in connection

with, the acquisition of new businesses. Furthermore, we may issue new shares in the context of any new employment

arrangement for employees. The issuance of any additional shares may dilute our then-existing shareholders’ interest

in the Company if they do not have preferential subscription rights in connection with the issuance, if they do not

exercise their pre-emptive rights or if such rights are totally or partially excluded. Moreover, any new securities that

we may issue may have rights, preferences or privileges senior to those of our existing shareholders.

In addition, in the past, typically on a semi-annual basis in May and November of each year, we paid our dividends by

way of an optional scrip dividend, allowing our shareholders to elect payment of dividends in either cash or newly

issued ordinary shares. Our most recent scrip dividend was paid out in November 2024. In the future, we expect to

continue such periodic practice and anticipate paying our scrip dividend on a semi-annual basis on or about May and

November of each year. Any ordinary shares that we issue, including under any scrip dividends, options plans or

otherwise, could dilute the percentage ownership held by the investors who own our ordinary shares at that time.

3.D.5.5 The requirements of being a public company, including compliance with the reporting requirements of the

Exchange Act and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs, and

we may be unable to comply with these requirements in a timely manner

As a public company, we need to comply with new laws, regulations and requirements, certain corporate governance

provisions of the Sarbanes-Oxley Act, related regulations of the SEC, including filing interim and annual financial

statements, and the requirements of Nasdaq. Complying with these statutes, regulations and requirements has and will

absorb a significant amount of time of our Board of Directors and management and may significantly increase our

costs and expenses. We will need to continue to:

▪ increase the resources of compliance function, including for financial reporting and disclosures;

▪ prepare and distribute periodic public reports in compliance with our obligations under federal securities

laws;

▪ comply with rules promulgated by Nasdaq;

▪ prepare and distribute periodic public reports in compliance with our obligations under federal securities

laws;

▪ enhance our investor relations function;

▪ review and maintain internal policies, such as those relating to insider trading; and

▪ involve and retain to a greater degree outside counsel,accountants and other consultants and advisors in the

above activities.

As a U.S. -listed public company, we will be required to furnish a report by management on, among other things, the

effectiveness of our internal control over financial reporting pursuant to Section 404(a) in the second annual report

following the completion of our U.S. listing. This assessment will need to include disclosure of any material

weaknesses identified by our management in our internal control over financial reporting. The rules governing the

standards that must be met for our management to assess our internal control over financial reporting are complex and

require significant documentation, testing and possible remediation. Additionally, our independent registered public

accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting

pursuant to Section 404(b). At such time, our independent registered public accounting firm may issue a report that is

adverse in the event it is not satisfied with the level at which our internal control over financial reporting is

documented, designed or operating. To achieve compliance with Section 404, we are engaged in a process to

document and evaluate our internal control over financial reporting, which is both costly and challenging. In this

regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, and adopt and

pursue a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue

steps to improve control processes as appropriate, validate through testing that controls are functioning as documented,

and implement a continuous reporting and improvement process for internal control over financial reporting. Despite

our efforts, there is a risk that we will not be able to conclude, within the prescribed time frame or at all, that our

internal control over financial reporting is effective as required by Section 404. For example, as previously disclosed,

we have in the past identified material weaknesses in our internal control over financial reporting, and as

December 31, 2024 , one of the previously identified material weaknesses has not been remediated. If we identify

further material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence

in the reliability of our financial statements. As a result, the market price of our ordinary shares could be negatively

affected, and we could become subject to investigations by the SEC or other regulatory authorities, or private

litigation, which could require additional financial and management resources.

The changes necessitated by becoming a public company require a significant commitment of resources and

management oversight that has increased, and may continue to increase, our costs and might place a strain on our

systems and resources. Such costs could have a material adverse effect on our business, financial condition and results

of operations.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult

and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced

policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may

be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive

officers. We are currently evaluating these rules and implementation, and we cannot predict or estimate the amount of

additional costs we may incur or the timing of such costs.

3.D.5.6 In our registration statement on Form 20-F, filed with the SEC on April 29, 2024 , we identified three

material weaknesses in our internal control over financial reporting. We have concluded that those material

weaknesses have been remediated as of December 31, 2024 , except for the insufficient monitoring controls in

relation to the activity of privileged users of IT applications. This issue has been reported as a material weakness as

of December 31, 2024 . If due to this material weakness, or if we identify additional material weaknesses in the

future, we may not be able to accurately or timely report our financial information and such failure could result in

a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial

information and the market price of our shares may be adversely affected.

As part of the work done for the planned listing of our ordinary shares on Nasdaq, we started a process to determine

whether our existing system of internal control over financial reporting (“ICFR”) was compliant with Section 404 of

the Sarbanes-Oxley Act (“SOX”). Through this exercise we identified three material weaknesses, as controls in our

previous ICFR system were not designed at the level required by SOX. A material weakness is a deficiency, or a

combination of deficiencies in ICFR, such that there is a reasonable possibility that a material misstatement of the

company’s annual financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified in our registration statement on Form 20-F, filed with the SEC on April 29, 2024

(the “20-F Registration Statement”), related specifically to: (i) lack of evidence of management review controls

pertaining to control attributes, precision level applied and documentation of matters resolved and over the

completeness and accuracy of reports used in the controls, (ii) lack of designed, implemented and operating

effectiveness testing internal controls over information technology general controls impacting systems and

applications used in significant processes, and (iii) lack of control design to ensure appropriate segregation of duties is

maintained in recording transactions.

As of December 31, 2024 , we have completed the design and implementation of remedial efforts with respect to the

three material weaknesses identified in our 20-F Registration Statement, and performed a testing exercise of controls

following the implementation of such remedial efforts. Following the assessment of the testing results, we have

concluded that the three material weaknesses identified in the 20-F Registration Statement have been remediated,

except for the insufficient monitoring controls in relation to the activity of privileged users of IT applications within

the previously identified material weakness related to information technology general controls referenced above.

For further details regarding our remediation efforts with respect to the previously identified three material weaknesses

see “ Item 15. Controls and Procedures —D. Changes in Internal Control Over Financial Reporting”.

As of December 31, 2024 , we are not yet required to make a formal assessment of the effectiveness of our internal

control over financial reporting in accordance with the requirements of Section 404 of SOX. As such, we have not

conducted a full operating effectiveness testing of all the controls performed in the year ended December 31, 2024

and, furthermore, we have, in the course of conducting the testing exercises referenced above, identified certain

additional deficiencies. As a result of the foregoing, we cannot provide assurance that the measures we are taking will

be sufficient to remediate the remaining material weakness or avoid the identification of additional material

weaknesses in the future. We will be required to furnish a report by our management on our ICFR under Section 404

of SOX in our second annual report on Form 20-F and a full operating effectiveness assessment will be performed for

the first time as of December 31, 2025. Our independent registered public accounting firm will also be required to

attest the effectiveness of our ICFR at that time. Any testing by us conducted in connection with Section 404 of SOX,

or any testing by our independent registered public accounting firm, may reveal additional deficiencies in our ICFR

that are deemed to be material weaknesses.

Considering these factors, if we identify additional material weaknesses in the future or otherwise fail to maintain an

effective system of ICFR, we may not be able to accurately or timely report our financial information and such failure

could result in a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial

information, which could negatively affect the market price of our shares. In addition, we may be required to incur

additional costs in connection with maintaining and improving our internal control system and hiring additional

personnel. Any such action could negatively affect our results of operations and cash flows.

3.D.5.7 As a foreign private issuer, we are permitted to follow certain home country corporate governance

practices instead of certain SEC and Nasdaq requirements, which may result in less protection than is afforded to

investors under rules applicable to U.S. domestic issuers .

A s a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of

those otherwise required by Nasdaq for U.S. domestic issuers. For instance, we are permitted to follow, and in some

cases follow, Dutch home country practices with respect to, among other things, composition and function of the

committees of our Board, certain quorum requirements, shareholder approval requirements with respect to employee

share plans, and other general corporate governance matters. In addition, in certain instances, we may choose to follow

our home country law, instead of Nasdaq rules applicable to U.S. domestic issuers that would require that we obtain

shareholder approval for certain dilutive events, such as an issuance that will result in a change of control of our

Company, certain transactions other than a public offering involving issuances of a 20.0% or more interest in our

Company and certain acquisitions of the stock or assets of another company. Following our home country corporate

governance practices as opposed to t he requirements that would otherwise apply to a U.S. company listed on Nasdaq

may provide less protection than is afforded to investors under Nasdaq rules applicable to U.S. domestic issuers. For

additional detail regarding home country practices we have elected to follow see “ Item 16G, Corporate Governance ”

of this Annual Report.

In addition, as a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act related to

the furnishing and content of proxy statements and the requirements of Regulation Fair Disclosure (“Regulation FD”),

and our directors, officers and principal shareholders will be exempt from the reporting and short-swing profit

recovery provisions of Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file

annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as domestic

companies whose securities are registered under the Exchange Act.

3.D.5.8 Investors may suffer adverse tax consequences in connection with owning and disposing of our ordinary

shares.

The tax consequences in connection with owning and disposing of our ordinary shares may differ depending on a

shareholder’s particular circumstances including, without limitation, where such shareholder is a tax resident. Such

difference in tax consequences could, for example, relate to the taxation of distributions made to a shareholder for

Spanish and Dutch dividend withholding tax purposes and the possibilities for a shareholder to obtain a credit, refund,

or other type of relief in connection therewith. These differences could be materially adverse to shareholders and they

should seek their own tax advice about the tax consequences in connection with owning and disposing of our ordinary

shares.

3.D.6 Genera l Risk Factors

3.D.6.1 Our operating results and the market price of our ordinary shares have been and may be, volatile, and, you

may lose all or part of your investment.

Our quarterly operating results are likely to fluctuate in the future in response to numerous factors, many of which are

beyond our control, including each of the factors set forth above. In addition, securities markets worldwide have

experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility,

as well as general economic, market or geopolitical conditions, could subject the market price of our ordinary shares to

wide price fluctuations regardless of our operating performance.

These and other factors, many of which are beyond our control, may cause our operating results and the market price

and demand for our ordinary shares to fluctuate substantially, which may limit or prevent investors from readily

selling their shares and may otherwise negatively affect the liquidity of our ordinary shares. In addition, in the past,

when volatility has affected the market price of a company’s shares, holders of those shares have sometimes instituted

securities class action litigation against the company that issued the shares. If any of our shareholders were to bring a

lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and

attention of our management from our business, which could significantly harm our profitability and reputation.

3.D.6.2 If securities or industry analysts cease to publish research or publish inaccurate or unfavorable research

about the Company’s business, the trading volume and price of our ordinary shares could decline.

The trading market for our ordinary shares depends in part on the research and reports that securities or industry

analysts publish about the Company or its business. In addition, if one or more of the analysts covering the Company

downgrade our ordinary shares or publish inaccurate or unfavorable research about the Company’s business or

industry, the price for our ordinary shares could decline. If one or more of these analysts cease coverage of the

Company or fail to publish reports on the Company regularly, demand for our ordinary shares could decrease, which

could cause its price and trading volume to decline.

3.D.6.3 If the Shares cease to be eligible for deposit and clearing within the facilities of DTC, then transactions in

the Shares may be disrupted.

The facilities of the Depository Trust Company (“DTC”) are a widely used mechanism that allows for rapid electronic

transfers of securities between the participants in the DTC system, which include many large banks and brokerage

firms. The Shares are eligible for deposit and clearing within the DTC system. Even though DTC has accepted the

Shares for deposit and clearing within the DTC system, it generally has discretion to cease to act as a depository and

clearing agency for the Shares. If DTC determined at any time

that the Shares were not eligible for continued deposit and clearance within its facilities, then the Shares would not be

eligible for continued listing on a U.S. securities exchange and trading in the Shares would be disrupted. While we

would pursue alternative arrangements to preserve our listings and maintain trading, any such disruption could have a

material adverse effect on the trading price of the Shares.

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Corporate Information

Our principal executive office is located at GR Gustav Mahlerplein 61-63, Symphony Towers, 14th floor, 1082 MS

Amsterdam, The Netherlands. The telephone number of our office is +31 20798 37 00.

We also maintain a website at www. ferrovial .com . We use our website as a means of disclosing material non-public

information. Such disclosures will be made available on the “Investors” section of our website. Accordingly , investors

should monitor such sections of our website, in addition to following our press releases, SEC filings and public

conference calls and webcasts. The information contained on our website or available through our website is not

incorporated by reference into, and should not be considered a part of, this Annual Report, and the reference to our

website in this Annual Report is an inactive textual reference only. We have included our website address, and

references to various other documents, in this Annual Report solely for informational purposes. Our agent for service

of process in the United States is CT Corporation System, which maintains its principal offices at 28 Liberty Street,

42nd floor, New York, NY 100 05. Its telephone number is (212) 894-8940.

4.A.1 Summary of Historical Investments and Divestments

The following summary provides an overview of our material transactions, including our related material investments

and divestments since January 1, 2022. For an overview of our investments and divestments by segment during the

period, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—7.

Investments and divestments.”

We have also completed certain debt issuances since 2022, which are described under “Item 5. Operating and

Financial Review and Prospects—B. Liquidity and Capital Resources—8. Financing—2. Ex-infrastructure project

borrowings.”

4.A.1.1 Sale of AGS Airport

On November 13, 2024, we through our subsidiary Hubco Netherlands B.V announced an agreement with Avialliance

UK Limited for the sale of our entire stake (50%) in AGS Airports Holdings Limited (AGS), the parent company

owning the Aberdeen, Glasgow and Southampton Airports. As part of the agreement, Macquarie (Ferrovial’s joint

venture partner in AGS) also agreed to sell its entire stake (50%) in AGS. The agreement values 100% of the stake at

£900 million, representing the equity value for a 100% interest in AGS and is subject to certain closing adjustments

and transaction costs. This price represents an Enterprise Value (EV) estimated at £1,535 billion. Following

satisfaction of applicable regulatory conditions, the sale was completed on January 28, 2025 for a price of GBP 900

million, of which approximately GBP 450 million are Ferrovial net proceeds. This is expected to give rise to a capital

gain of approximately EUR 297 in the first quarter of 2025.

4.A.1.2 Sale of Heathrow Stake

On November 28, 2023, we, through our subsidiary, Hubco Netherlands B.V. (“Hubco”), entered into a share purchase

agreement (the “Heathrow SPA”) with InfraEuropa SCA represented by its managing general partner InfraEuropa

Management S.a r.l (entities and funds managed or controlled by Ardian France SA and its affiliates) (“Ardian”) and

Alrahala First Investment Company (a wholly owned subsidiary of The Public Investment Fund) (“PIF”, together with

Ardian, the “Buyers”) pursuant to which Hubco agreed to sell and the Buyers agreed to purchase Hubco’s full stake

(approximately 25% interest) in FGP Topco Limited, a direct shareholder of Heathrow Airports Holdings Limited

(“HAH”), the owner of the Heathrow airport in London, United Kingdom (the “Heathrow Transaction”).

The Heathrow Transaction was conditional upon, among other things, the full tag-along rights in favor of the other

HAH shareholders, such that any shares decided to be sold by such shareholders in the exercise of the aforementioned

right should also be sold as part of the Heathrow Transaction. In January 2024, in accordance with the tag-along

process, some of the shareholders of FGP Topco Limited exercised their tag-along rights in respect of shares

representing 35% of the share capital of FGP Topco Limited (the “Tagging Shareholders”). As a result of this exercise,

Ardian and PIF made a revised offer to acquire shares representing 37.62% of the share capital of FGP Topco Limited

for GBP 3.3 billion, (including our share (19.75%) for GBP 1.7 billion). The offer was accepted by us and certain of

the Tagging Shareholders, and, as a result, an agreement was entered into on June 14, 2024 pursuant to which we and

certain Tagging Shareholders agreed to sell part of their shares in FGP Topco Limited such that we would retain

5.25% of the issued share capital of FGP Topco Limited. Following the sale, we, together with the Tagging

Shareholders, hold shares representing 10% of the issued share capital of FGP Topco Limited. Ardian and PIF hold

shares representing c. 22.6% and c.15.0%, respectively, through separate vehicles.

The Heathrow Transaction closed on December 12, 2024 after having obtained all required regulatory approvals. As a

consequence of the Heathrow Transaction, Ferrovial recognized at 2024 year-end a profit of EUR 2,570 million, of

which EUR 2,023 million corresponds to our ordinary shares sold and EUR 547 million to the 5.25% stake retained,

which is reflected as a financial investment valued at fair value with changes recognized through profit and loss.

On February 26, 2025, we announced that a binding agreement has been reached with Ardian for the sale of our entire

remaining stake (5.25%) in FGP Topco Limited, the parent company of Heathrow Airport Holdings Ltd., for

approximately GBP 455 million (current book value of the asset), which will be adjusted with an interest rate to be

applied until closing.

The transaction is subject to complying with the right of first offer (ROFO) which may be exercised by FGP Topco

Limited shareholders pursuant to the Shareholders’ Agreement and the Articles of Association of the company. Full

completion of the acquisition under the agreement is also subject to the satisfaction of applicable regulatory

conditions.

4.A.1.3 Transfer of the economic rights of stakes in the M3 Eurolink and M4 Eurolink motorways in Ireland; the

M8-M73-M74 motorway in Scotland, the 407 East Extension Phase 1 and 407 East Extension Phase 2 in Canada;

Serrano Park and Autovía de la Plata (A-66) in Spain

On February 29, 2024, we through our subsidiary Cintra, entered into an agreement with Inter Infrastructure Capital

S.A., to sell the 49% of the Class A shares of Umbrella Roads BV (which confer voting rights on its holder) and all the

Class B shares of Umbrella Roads BV (which confer economic rights on its holder). Umbrella Roads BV is the direct

shareholder of Cintra OM&R 407 East Development Group Inc, Cintra 407 East Development Group Inc, Blackbird

Maintenance 407 Cintra GP Inc and Blackbird Infrastructure 407 Cintra GP Inc (the holding companies of the 407

Phase I and Phase II Projects), the indirect shareholder of Serranopark S.A., Scot Roads Partnership Project (M8

Project in the UK), Eurolink Motorway Operations Ltd and Eurolink Motorway Operations (M3) Ltd (M4 and M3

Projects in Ireland), and has the economic rights over Sociedad Concesionaria Autovía de la Plata S.A. (A66 Project in

Spain). The sale of shares was completed on October 8, 2024 for EUR 100 million.

4.A.1.4 Divestment of 24.8% stake in Serveo

On June 28, 2024, we completed the sale of our 24.8% stake in Grupo Serveo to its majority shareholder, Portobello

Capital. We had originally acquired this stake upon completion of the sale our Spanish infrastructure services business

to Portobello Capital for approximately EUR 175 million after price adjustment on January 31, 2022 (see “ —4.A.2.14.

Divestment of Infrastructure Services Business in Spain ”). The disposal’s capital gain before taxes amounts to EUR 33

million.

4.A.1.5 Purchase of a stake of IRB Infrastructure Trust

On June 13, 2024, we, through our subsidiary Cintra, acquired a 23.99% stake in IRB Infrastructure Trust (“Private

InvIT”), a subsidiary of IRB, in which we hold a 19.86% ownership interest from certain affiliates of GIC Private

Limited (“GIC”) for EUR 652 million (estimated at an EUR/INR exchange rate of 90.21). Private InvIT holds a

portfolio of 15 toll road concessions in India, with a committed pipeline of one additional concession. Within the

equity commitments in projects being developed by Private InvIT, on December 20, 2024, Cintra made an additional

contribution of EUR 57.6 million for the acquisition of the Ganga Expre ssway Project. This investment will increase

by EUR 18 million due to outstanding equity commitments ( considering an exchange rate of 89.2 EUR/INR).After

the transaction, GIC’s affiliates retained a 25.0% stake in Private InvIT and IRB maintained its 51.0% stake.

4.A.1.6 Divestment of a 5% stake in IRB Infrastructure Developers Limited

On June 11, 2024, we, through our subsidiary Cintra, completed the sale of a 5.0% stake in the Indian company IRB

Infrastructure Developers Limited (“IRB”) to certain institutional investors for EUR 215 million, excluding transaction

costs (estimated at a EUR/INR exchange rate of 89.3) . The sale was carried out in the form of a placement of 301.9

million shares with institutional investors on the National Stock Exchange and the Bombay Stock Exchange. The

shares in IRB were sold at an average price of INR 63.60, resulting in a capital gain before taxes of EUR 131.7

million. After the transaction, we will continue being the second-largest shareholder of the entity, with a 19.86% stake

on the same.

4.A.1.7 Acquisition of Misae Solar IV, LLC

On May 17, 2024, we, through our subsidiary Ferrovial Energy US. LLC, acquired a 100% stake in Misae Solar IV,

LLC, Texas Limited Liability Company owning rights to develop an approximately 257.3 MWdc solar project known

as “Leon Solar Park” in Leon, Texas (USA). The Group plans to invest US D 72 million (approximately EUR 67

million) in t he development of this project.

4.A.1.8 Acquisition of Developres Zielona Energia sp. z o.o.

On April 25, 2024, we, through our subsidiary BxF Energia sp. z o.o. acquired, a 100% stake in Developres Zielona

Energia sp. z o.o., Polish Limited Liability Company owning rights to develop an approximately 60 MWdc solar

project known as “Azalia” in Wysoka Glowowska, Rzeszów (Poland). We plan to invest approximately PLN 89.4

million (EUR 20.5 million) in the development of this project.

4.A.1.9 Divestment of Car Sharing Mobility Services, S.L. (Zity)

On December 20, 2023, we completed the sale of our 50.0% stake in Car Sharing Mobility Services, S.L. (Zity) to the

Renault Group. The Renault Group, which held a 50.0% stake in the entity prior to the sale, has acquired full

ownership following completion of the transaction.

4.A.1.10 Divestment of Azores toll road asset

On June 5, 2023, we agreed to sell our 89.2% stake in our Portuguese toll road concession Euroscut Azores to

infrastructure funds Horizon Equity Partners and RiverRock for an initial price of EUR 42.6 million. At completion of

the transaction, once the agreed conditions precedent had been satisfied, the sale price was adjusted with the ticking

fees accrued as from the signing of the sale and purchase agreement. The final price amounted to EUR 43.4 million.

The sale was completed, and the transactions funds were received, on December 28, 2023.

4.A.1.11 I-77 toll road stake increase

On December 1, 2022, we acquired an additional 7.1% interest in the I-77 toll road from Aberdeen, which increased

our stake to 72.2% for USD 109 million (EUR 104 million).

4.A.1.12 Divestment of Amey

On October 11, 2022, we agreed to sell Amey (the UK Services subsidiary) to One Equity Partners and Buckthorn

Partners. We finalized the sale on December 30, 2022. The final net consideration amounted to GBP 264.6 million

(EUR 301.3 million). This net consideration was in the form of cash of GBP 112.8 million (EUR 128.5 million, based

on the respective closing date of the sale, and EUR 132 million at December 31, 2022 average exchange rate) and a

vendor loan note of GBP 151.8 million (EUR 172.8 million). We issued the vendor loan note at sale completion,

repayable over the next five years with an interest of 6% per annum, increasing to 8% per annum three years after

issuance. The capital gain from this sale was EUR 58.3 million reflected in the 2022 financial year. On April 5, 2024,

the vendor loan granted in relation to the Amey divestment was terminated. In accordance with the agreement reached

with Buckthorn Partners in December 2023, we received GBP 149.0 million of loan principal, plus GBP 1.9 million

interest accrued in 2024.

4.A.1.13 Dalaman International Airport (Turkey) acquisition

On February 17, 2022, we agreed to acquire a 60% stake in the company that manages the Dalaman airport concession

from Turkish infrastructure company YDA Group. We completed the acquisition in July 2022. The total price for the

stake in Dalaman airport was EUR 144 million consisting of an initial payment of EUR 104 million paid in July 2022,

two deferred payments of EUR 15.2 million each (paid in October 2022 and October 2023) and a final variable earn-

out of EUR 9.9 million paid in December 2023.

4.A.1.14 Investment in New Terminal One (NTO) at JFK International Airport in New York

On February 10, 2022, CGI Phoenix Aggregator, Carlyle CGI AIV, L.P (“Carlyle”), and Ferrovial Airports Holding

US Corp reached an exclusivity agreement to negotiate the transfer by Carlyle to us of a 96% stake in Mars NTO LLC,

the company that indirectly holds 51% in JFK NTO LLC (“NTO”), the entity appointed to design, build and operate

the New Terminal One at JFK International Airport in New York (which includes the former Terminals 1, 2, and 3 of

this airport and potential extensions).

In June 2022, we finalized the agreement to invest in the consortium. As a result, we currently hold a 49% indirect

ownership interest in the project and are the consortium’s lead sponsor (i.e., the largest shareholder). Other

shareholders in this project include Carlyle (indirect holdings of 2%), JLC (direct holdings of 30%), and Ullico (direct

holdings of 19%). Completion of the transfer and financial close for the project occurred on June 10, 2022, when NTO

at JFK entered into (i) a concession agreement with the Port Authority of New York and New Jersey and (ii) certain

financing and construction contracts necessary for the development of the project. An internal analysis of the

shareholder agreements and related contracts determined that the project is subject to joint control because the voting

rules and veto rights set out under these agreements result in key decisions requiring the support of other shareholders.

In connection with this transaction, we agreed with the 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 the Company and depends on the value created 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.

In accordance with the concession agreement and other related contracts, we expect construction of the NTO to

proceed in phases and to complete the first phase (i.e., Phase A) in 2026, at which time the terminal is expected to start

operating. There are two expected subsequent construction phases (Phase B1 and Phase B2) to accommodate the

terminal to traffic needs. The concession agreement for the operation of the terminal will end in 2060 and its revenue

streams will be (i) passengers’ fees charged to the airlines and (ii) commercial revenues.

In connection with the NTO concession agreement and other related contracts, the consortium’s shareholders made an

equity commitment to JFK NTO in an amount equal to USD 2,330 million (USD 1,141.8 million of which represents

our commitment) over a four-year term ending in 2026. In 2024, our affiliate contributed USD 507.4 million (EUR

469.1 million at the 2024 average exchange rate), compared to 2023 during which our affiliate contributed USD 231.5

million (EUR 214.0 million at the 2023 average exchange rate), increasing the amount already invested to USD 801.2

million (EUR 742.3 million, with each year’s contribution valued at its respective year’s average exchange rate) as of

December 31, 2024. Our remaining investment commitments as of December 31, 2024, amounted to USD 340.6

million (EUR 329.1 million at the year-end 2024 exchange rate), which we are required to contribute by 2026 . Aside

from the equity commitments related to the NTO, the remaining source of funding for the project constitutes non-

recourse bank financing of JFK NTO. In June 2022, JFK NTO entered into a loan agreement for a principal amount of

USD 6,630.0 million with a bank syndicate. JFK NTO, as a matter of its ongoing business operations, monitors the

refinancing market for its bank facility and may refinance any outstanding amounts thereunder when market

conditions are deemed appropriate by the lessee. In December 2023, NTO JFK LLC issued USD 2.0 billion in

municipal bonds to partially refinance the bank loan initially arranged for the NTO project. A portion of the bond

issuance amounting to USD 800.0 million was insured by Assured Guaranty Municipal Corp. In June 2024, NTO JFK

LLC issued USD 2.55 billion in municipal bonds to partially refinance the bank loan initially arranged for the NTO

project. A portion of the bond issuance amounting to USD 800.0 million was insured by Assured Guaranty Municipal

Corp.

4.A.1.15 Divestment of Infrastructure Services business in Spain

On Ja nuary 31, 2022, we completed the sale of our Spanish infrastructure services business to Portobello Capital for

approximately EUR 175 million after price adjustment. The reported sale price did not include the earn-outs, which we

may be entitled to after the closing of the transaction if certain requirements are fulfilled. These earn-outs are currently

estimated at EUR 44.6 million. Part of these earn-outs, amounting to EUR 14.2 million, has already been collected in

2023 and 2022, together. The transaction, excluding earn-outs , did not have a relevant impact on our consolidated

accounts, since the book value of the business was similar to the relevant purchase price.

4.A.2 Current Investments

Throughout 2025, we plan to continue investing in current assets in our portfolio and analyze potential new

opportunities that may add value to our business.

Our key future investment commitments in the Airports Business Division include the NTO at JFK, for an expected

amount of USD 267 million (EUR 258 million at the year-end 2024 exchange rate) in 2025.

The main equity investments commitments in our Toll Roads Business Division pertain to our standing equity

commitments in projects developed by Private InvIT, including our purchase of a stake of Private InvIT (see Item 5.

Information on the Company—A. History and Development of the Company —1. Summary of Historical Investments

and Divestments —5. Purchase of a stake of IRB Infrastructure Trust ), and the Anillo Vial Periférico Project: On April

4, 2024, the Private Investment Promotion Agency of Peru (Proinversión), a specialized technical agency attached to

the Peruvian Ministry of Economy and Finance, awarded the Anillo Vial Periférico Project in Lima (Peru) to a

consortium led by our toll roads subsidiary Cintra, which owns 35% of the consortium, together with Acciona and

Sacyr, which own 32.5% each. The Anillo Vial Periférico Project is a 30-year concession contract that covers the

financing, design, construction, operation and maintenance of approximately 35 kilometers of ring road in the

metropolitan area of Lima. The project entails an expected investment of approximately USD 3.4 billion

(approximately EUR 3.13 billion). T his amount consists of the expected equity to be contributed by the consortium,

which at our stake is estimated at approximately EUR 218 million (EUR 205 million of future investment

commitments and EUR 13 million that have been already contributed in 2024), as well as contributions from public

funds by the Peruvian government and other financing sources. The Anillo Vial Periférico Project resulted from an

unsolicited proposal submitted to Proinversión by Cintra in 2013. The concession agreement was signed on

November 12, 2024.

4.B. Business Overview

4.B.1 Overview

We were founded as a construction group focusing on railway infrastructure and later expanded our business into other

activities including, among others, toll roads, airport management, and energy. We have been active internationally for

over 40 years and operate across seven core geographic markets comprising Spain, the United States, the United

Kingdom, Canada, Poland, Chile and India with over 25,501 employees.

Over time, we have developed into one of the world’s leading infrastructure groups in terms of managed investment

with operations in a range of sectors including development, construction, and operation of toll roads and airports.

Since our inception, we have invested in diversifying our business and expanding internationally.

Our experience in, and portfolio of, infrastructure assets have enabled us to develop specialized knowledge in the field

of urban congestion management that we believe differentiates us from our competitors. This differential knowledge in

the realm of urban congestion is particularly advantageous in connection with Managed Lanes projects ( i.e. , the

development of toll roads with dynamic pricing schemes, where users pay variable rates depending on congestion

levels at any given time). We currently undertake our activities through the following four operating divisions, or lines

of business, which also correspond to our reporting segments (the “Business Divisions”):

▪ Toll Roads;

▪ Airports;

▪ Construction; and

▪ En ergy .

We generally use the “other” category to reflect results for companies not assigned to any Business Division, the most

significant being Ferrovial SE, the Group’s parent company, as well as the new business line Ferrovial Digital

Infrastructure (created in 2024 with the aim to identify investment opportunities to develop high-value projects in the

data center market), and some minor subsidiaries, including the mobility business and remaining services businesses,

(i.e. the Chilean mining services and the waste management plants in the United Kingdom).

Segment Change

In January 2024, we conducted a partial reorganization of our Business Divisions pursuant to which the energy

solutions business line, which was part of the Construction Business Division, and the energy infrastructures business

line, which was part of the former Energy Infrastructure and Mobility Business Division, merged. The resulting

Business Division has been named the Energy Business Division. The purpose of this segment reorganization is to

group all energy business activity into a single organizational unit with unified direction to ensure alignment among

activities and maximize any benefits arising from synergies among them. See “Item 5. Operating and Financial

Review and Prospects--A. Operating Results” and Note 1.1.2 (Business Reorganization) and Note 1.5 (Segment

Reporting) to the Audited Financial Statements for additional information about our reporting segments.

4.B.2 Strategy and Objectives

In 2020, we approved a plan setting out the strategy for the 2020-2024 period (the Horizon 24 Strategic Plan) that

placed our primary focus the development and operation of sustainable infrastructure, with main presence in the

transport sector.

In connection with this strategy, we focused our activity in the main countries where we are active: the United States,

Canada, the United Kingdom, Spain, Poland, Chile, and India. We also periodically monitor and identify opportunities

in Australia and selected countries in Latin America and other geographies. We also decided to integrate the United

Nations’ Sustainable Development Goals into our business strategy.

The Horizon 24 Strategic Plan also established several financial targets related to profitability and cash flow

generation. The targets were established at the end of 2019, shortly before COVID-19 started. Hence, from the

beginning, they were severely impacted by the effects of the COVID-19 mobility restrictions on our key infrastructure

assets, with special focus in 407 ETR toll road and Heathrow airport. The accumulated dividends for the period from

2020 to 2024 have been EU R 2,974 million, not achieving the pre-established financial target by 2024 due to the

impact of COVID-19 on our results in the 2020 to 2022 period. On the contrary, the Construction division 3.5%

Adjusted EBIT Margin average long-term target has been achieved in 2024.

The Horizon 24 Strategic Plan also contemplated an expansion of our operations to activities that complement our

existing businesses, such as:

▪ The Toll Roads Business Division continues to focus on the development of our Managed Lanes’ projects in

the United States, with the opening of segment 3C of NTE 35W in June 2023 and the increase of our stake in

the I-66 toll road in Virginia and the I-77 toll road in North Carolina.

▪ The Airports Business Division continues to invest in expanding its portfolio with a focus on geographical

areas in which the overall business currently operates.

▪ The Energy Business Division focus on the development, building and investment of renewable generation,

storage and transmission lines projects and render energy efficiency services in the US, as well as Spain,

Poland, Chile and Australia,

▪ The Construction Business Division continues to seek and execute complex projects, such as the Ontario

Line subway in Toronto, Canada.

The conclusion of the Services Business Division’s divestment after the sale of Amey in the United Kingdom and our

infrastructure services business in Spain further supported our Business Divisions’ progress in line with the Horizon

24 Strategic Plan’s priorities. For further discussion on the conclusion of the Services Business Division’s divestment

process, see “ —3. Group Overview—3. Our Business Divisions—6. Discontinued Operations (Services). ”

Under the Horizon 24 Strategic Plan, we also implemented a new operating model designed to improve transparency,

strengthen our ability to adapt to the new industry cycle, and enhance process rationalization, efficiency, and

digitalization.

As of December 31, 2024 , we completed our fifth year of the Horizon 24 Strategic Plan. Our strategic priorities for the

year focused on: (i) people, (ii) sustainable growth across Business Divisions, (iii) operational excellence, and (iv)

innovation.

People . We intend to promote the highest health and safety standards and implement innovative technologies to

prevent accidents for users and employees. We also contribute to employee wellbeing and promote healthy habits

through the Hábitos Saludables de Vida (“HASAVI”) program, our global health and wellbeing project focused on the

physical, mental, social and financial health of our employees.

Sustainable growth across Business Divisions . We intend to develop and operate sustainable infrastructures with high

concession value.

▪ The Toll Roads Business Division intends to continue developing greenfield projects such as the Managed

Lanes’ project in North America, supporting the growth of its IRB partner in India, and leveraging

digitalization to improve user experience and road safety.

▪ The Airports Business Division intends to continue managing the assets in its portfolio, focusing on

completing the construction and commissioning of NTO.

▪ The Energy Business Division intends to develop, invest in, build, finance and operate renewable energy

generation, storage and transmission infrastructures and render energy efficiency services.

▪ The Construction Business Division intends to continue to support the business, creating value from

construction delivery with excellent capabilities in large design and building of complex projects, while

maintaining its relationships with core third parties to optimize this support.

Operational excellence. We intend to continue to improve efficiency, reinforce our risk management strategies,

strengthen our financial discipline and keep sustainability at the core of our operations. For example, we strive to

mitigate any project-related environmental impacts to the extent possible by introducing eco-design procedures and

optimizing the efficiency of construction processes, including the use of energy and raw materials, as well as by

minimizing waste generation. We also intend to use our transport infrastructure capabilities to help improve living

conditions and communities by enhancing safety, improving user experience, and reducing travel times. From the

financial point of view, we intend to continue to strengthen our capital structure and rotate non-strategic assets and

businesses to realize value and finance our future growth.

Innovation. We intend to support the transformation and digitalization of the Business Divisions with initiatives such

as Nextpass (Cintra’s digital business subsidiary, whose mission is to lead technology innovations that power the

future of mobility and infrastructure) and Connected Sites (the use of artificial intelligence and other technologies to

optimize progress monitoring, resource and machinery oversight, documentation and approval flows in connection

with construction sites) and to promote a culture of innovation and entrepreneurship.

On February 1, 2024, as part of our Capital Markets Day, we reaffirmed the main focus and priorities of the Horizon

24 Strategic Plan, which consist of:

▪ Growth in greenfield projects, with a specific focus on North America, with high concessional value.

▪ Selected Investments opportunities in other geographies.

▪ Asset rotation of mature assets.

▪ Solid cash flow generation combined with financial discipline.

In terms of outlook, we reiterated that the Group aims to maintain as an average long-term target the 3.5% Adjusted

EBIT Margin for the Construction Division. We also provided two financial targets related to our cash flow generation

between 2024 and 2026:

▪ we aim for our dividend collection from infrastructure assets in the existing portfolio to reach approximately

EUR 2.2 billion and

▪ we aim to distribute approximately EUR 2.2 billion in shareholder distributions during such period, which is

EUR 500 million higher than our previously reported target of EUR 1.7 billion, following the announcement

of an additional buyback program of up to EUR 500 million to be distributed in 2025. Of the EUR 2.2 billion

in shareholder distributions that we aim to distribute during the period, we aim to distribute approximately

EUR 1.07 billion in 2025.

4.B.2.1 Horizon 24 Strategic Plan by Business Lin e

Toll Roads

As it pertains to the Toll Roads Business Division, the Horizon 24 Strategic Plan prioritized the development of our

complex assets’ business in the United States and the selective study of opportunities in new geographies. Cintra, our

main Toll Roads’ subsidiary, drives our growth through the management and development of the Managed Lanes’

business.

In addition to the United States, which is a core market for capital allocation, we consider opportunities in the markets

in which we are already active, including countries such as Canada, Spain, the United Kingdom, India, Peru as well as

selected opportunities in other geographies.

Construction

As it pertains to the Construction Business Division, the Horizon 24 Strategic Plan prioritized the development of the

concession business. Ferrovial Construction, our main Construction subsidiary, targets improvements on our key

operational processes of design, procurement, and supervision. Some financial objectives for this Business Division

are: 25% of revenue (including managed capital expenditures, such as NTO) origination from projects developed by

other Business Divisions, which may vary year to year depending on the phasing of each construction project, and a

3.5% Adjusted EBIT Margin average long-term target, which has been achieved in 2024.

Airports

As it pertains to the Airports Business Division, the Horizon 24 Strategic Plan prioritized the improvement of our

competitive position. Ferrovial Airports, our main Airports subsidiary, concentrates on leveraging our operational

expertise in the airports business and dynamically managing our portfolio, which includes the Dalaman airport, and the

NTO project at JFK airport.

Energy

As it pertains to the Energy Business Division, the Horizon 24 Strategic Plan prioritized exploring new opportunities

to invest in and operate sustainable infrastructures, such as renewable energies and other net-zero technology

solutions.

We aim for our energy projects to make us a preferred industrial partner able to add value in the development,

financing, construction and operation, of energy assets. Our goal is to make energy infrastructure activities an active

part of our ESG strategy, which promotes the fight against climate change and decarbonization.

4.B.2.2 Sustainability Strategy 2030

The Sustainability Strategy 2030 was updated in 2023 to integrate new ESG metrics that align with expectations from

our stakeholders, including:

▪ Clearer and simplified reporting of sustainability results to shareholders.

▪ Increased attention to projects supported by “green investment” funds from public entities, such as IRA,

NextGen, or REPowerEU.

▪ Adoption of new regulation on non-financial disclosure and monitoring of latest regulatory developments

pertaining to ESG, such as the EU Taxonomy Regime, CSRD and climate disclosure rules and guidance.

This strategy has a specific focus on decarbonization as one of the main challenges we have to resolve in the years to

come. Sustainable mobility and energy transition are at the core of the solutions we are implementing to reduce our

carbon footprint and to achieve the targets we have set for 2025, 2030, and 2050 (i.e., 100% of electricity consumption

from renewable sources by 2025, reduction of fleet emissions by 2030, and net-zero by 2050).

Furthermore, we believe that long-term initiatives to decarbonize the mobility sector and accelerate energy transition

may also benefit and result in synergies in other areas of our business model, for example: (i) the implementation of

innovative solutions to integrate IT in transport infrastructures as a way to optimize traffic goes hand-in-hand with the

further development of our urban congestion expertise, while offering the potential for reduced carbon emissions

similarly; (ii) the setup of infrastructures for the electrification of transportation and multi-modality solutions should

lead to reduced congestion and pollution in cities; and (iii) comprehensive solutions for the development, construction,

and management of energy infrastructures, electrification, and renewable energies, as well as energy management

services, should provide further access to green energy.

4.B.2.3 Key Milestones under the Horizon 24 Strategic Plan

Some of the key milestones we achieved during the period 2022-2024 in relation to the Horizon 24 Strategic Plan are:

2022

▪ We continued our Toll Roads Business Division’s focus on the Managed Lanes in the United States, with the

opening of the I-66 toll road in Virginia and the increase of our stake in the I-77 toll road.

▪ We continued our Airports Business Division’s investment and expansion plans with the investment in two

news assets, the NTO at JFK in the United States and the Dalaman airport in Turkey.

▪ Our Energy Business Division continued to progress in the construction of its projects in Spain and Chile.

▪ Our Construction Business Division continued the execution of complex projects, including Ontario’s

subway Ontario Line in Canada.

▪ We concluded the divestment of our Services Business Division with the sale of Amey in the United

Kingdom and the infrastructure services business in Spain.

2023

▪ We reduced our carbon footprint by 28.9% compared to 2022 (by 12.8% if not accounting for the Amey

divestment during 2023), as calculated by using the GHG Protocol (WRI&WBCSD), the most accepted

calculation method internationally, which is also ISO 14064-1 compliant.

▪ We completed the Merger resulting in our re-domiciliation from Spain to The Netherlands and gained

admission to listing and trading of our ordinary shares in the Spanish Stock Exchanges and Euronext

Amsterdam.

▪ We announced the planned divestment of our stake in the Heathrow airport.

▪ We repurchased our hybrid bond (nominal value of EUR 500 million) with a bondholder acceptance of

94.3%.

▪ Our Toll Roads’ Business Division increased its managed investment in the U.S. with the opening of

segment 3C of NTE35W in June 2023.

▪ We continued our mature asset rotation strategy, reaching an agreement to sell our 89.2% stake in the Azores

concession to infrastructure funds Horizon and RiverRock.

2024

▪ On May 3, we completed the regulatory review process for Nasdaq Listing. On May 9, we started trading on

Nasdaq.

▪ We acquired a 24% stake in Private InvIT.

▪ We sold our remaining 24.8% stake in Serveo, culminating our divestment of the services business in Spain

as part of our strategy to focus on our core business.

▪ We sold a 5% stake in IRB.

▪ We were awarded to participate in the Anillo Vial Periférico in Lima (Peru) under a concession format with a

total investment of USD 3.4 billion.

▪ We reached an agreement for the sale of our entire stake in AGS. The transaction was closed on January 28,

2025.

▪ Construction Division has reached above 3.5% Adjusted EBIT Margin target.

▪ We finalized the divestment of a 19.75% stake in HA H, retaining a 5.25% stake. On February 26, 2025, we

announced that a binding agreement has been reached for the sale of that 5.25% remaining stake.

▪ Energy Business Division was set up in January 2024, merging all energy business activities present across

the Group into a single organizational unit with unified direction.

▪ CDP (Carbon Disclosure Project) has included Ferrovial, for the fifteenth consecutive year, in the “A List” of

the Climate Change questionnaire and, for the second consecutive year, in the Water questionnaire, has being

recognized among leading environmental companies.

4.B.2.4 Outlook a nd Trend Infor mation

Toll Roads

In 2025, we expect traffic to increase in most of our toll road assets, although NTE could be impacted by the ongoing

construction works to expand the toll road, which are starting earlier than anticipated due to the positive performance

of the asset.

We expect our main toll roads infrastructure assets to continue to distribute dividends in line with their performance.

During the year ended December 31, 2024 , we received EUR 895 million in dividends from our operating toll road

subsidiaries (of which EUR 321 million correspond to 407 ETR, EUR 205 million to I77 first dividend, higher than a

regularly yearly dividend, where free cash flow is distributed, EUR 103 million to NTE, EUR 89 million to I66, EUR

87 million to NTE 35W, EUR 54 million to LBJ, EUR 7 million to IRB and EUR 4 million to Private InvIT),

compared to EUR 704 million in the year ended December 31, 2023, an increase of EUR 190 million.

To further increase our revenues and profitability in the Toll Roads Business Division, Cintra is expected to focus its

efforts on optimizing the Business Division’s revenues and costs under the terms permitted by concession contracts.

Cintra is also expected to continue working on exploring new pipeline opportunities to grow the business, focusing

primarily on complex greenfield projects.

Our expected project evolution by geography as follows:

▪ Canada: The 407 ETR toll road will continue to focus on optimization and cost control measures without

ceasing the development of its user value generation strategy. The toll road is expected to maintain its

investment in the Data Lab to improve its understanding of user behavior and personalize its value

propositions, as well as to enhance its customer management systems, potentially enabling it to offer

individualized attention through loyalty plans and specific offers.

Under the Schedule 22 of the 407 ETR concession agreement, we are subject to payments if traffic is lower

than the traffic thresholds established according to said concession agreement (see Schedule 22 mechanism

explanation in “Item 4. Information on the Company —B. Business overview —3. Group Overview —3. Our

Business Divisions —1. Toll Roads business —Canada —The 407 ETR” and “ Item 3. Key Information—D.

Risk Factors—1. Risks Related to Our Business and Structure—21. Risks Relating to the Toll Roads

Business Division—1. Reduced vehicle use on the toll roads operated by our toll roads concession

companies may adversely impact our business, results of operations, and financial condition) .” Since 2020

due to COVID-19 the force majeure event was set to terminate either when traffic volumes reached pre-

pandemic levels or when there was an increase in toll rates. The concession decided to increase the rates

starting in February 2024 and has already approved an increase for 2025. The concession will be subject to

Schedule 22 if annual traffic level measurements are below the corresponding traffic thresholds. 407 ETR

will have to pay potentially significant amounts calculated under Schedule 22 to the province and a potential

first payment due in early 2026. During 2025 we will accrue expenses for this Schedule 22.

▪ United States: Throughout 2024, all toll roads have shown good traffic growth as well as growth in average

revenue per transaction. The soft cap toll rates are expected to increase in 2025 based on last December CPI

(Consumer Price Index) compared to the previous year. During 2024, and thanks to the success of the North

Tarrant Express project, toll road expansion work started earlier than initially planned in the development

agreement that we have with the Texas Department of Transportation. Works are expected to continue

during 2025, and to be completed in 2027. These works are affecting the traffic level, but thanks to efforts

to optimize construction management, the impact during 2024 was less than expected, and a similar

evolution is expected during 2025.

▪ India: IRB, which currently manages 26 projects, and Private InvIT, which manages 15 projects, are

expected to reach significant milestones within their pipeline of projects under development during 2025.

▪ Australia: We expect that Cintra will continue to manage the Toowoomba toll road and the Western Roads

Upgrade (“OSARs”) project.

▪ Other markets: We expect that Cintra will continue to manage the assets already in operation, including the

D4R7 toll road in Slovakia. It is also expected to start the execution of the construction of Anillo Vial

Periferico, in Peru, and in April 2025, it is expected to open Silvertown Tunnel, in the United Kingdom.

We also plan to continue our bidding activity in its target regions (North America, Europe, Australia, Colombia and

Peru), focusing on complex greenfield projects, due to their high potential for value creation.

We also expect to continue pursuing toll-road technology innovation initiatives. For example, in November 2022, we

launched NextPass, a mobile application for iPhone and Android that allows payment on any toll road, bridge, tunnel,

or express lane across 18 states.

Although our outlook as it pertains to the Toll Roads Business Division is positive, we believe that there is a risk of

traffic growth not materializing due to uncertainty in the evolution of work-from-home trends and a reversal of

economic growth trends in the areas where we currently operate. If materialized, this risk could have an adverse

impact on both results and dividends distributed by our toll Roads’ projects.

Airports

In 2024 , Dalaman airport showed a steady increase in number of passengers, with 5.6 million passengers in 2024, a

7.7% increase compared to the same period in the previous year. Construction at NTO at JFK continues to progress on

schedule.

We plan to grow our airport investment portfolio globally with a specific focus on North America and Europe. We

expect that Ferrovial Airports will continue to rely on its in-depth knowledge of the sector and consistent track record

with partners and stakeholders to manage our Airports Business Division projects and seek new investment

opportunities. We expect to prioritize investment opportunities in high-growth leisure and business markets and in

particular airports in which our unique capital expenditure expertise and stakeholder relationships can add value in

light of the market’s growth potential. We will as part of our plan to grow our airport investment portfolio, we intend

to consider participation in select open-bid opportunities while prioritizing bilaterally negotiated projects in which our

partnership approach may provide origination advantages.

Our expected evolution by project is the following:

▪ NTO at JFK: During 2024, the development progressed within expectations and construction progress

reached 60% at the end of the year. We plan to continue with the execution of Phase A construction and

airline negotiations, among other activities, with a view to the terminal opening in 2026. There are two

expected subsequent construction phases (Phase B1 and Phase B2) to accommodate the terminal to traffic

evolution. During 2025 important works to integrate systems and operations for all the parties will be carried

out. This is the most complex part of Phase A.

▪ Dalaman airport: We expect to continue to manage the airport with our partner YDA Group and continue

implementing improvement plans such as the projects for generation of renewable energy and improvement

of sustainability.

Although our outlook as it pertains to the Airports Business Division is positive, there is a risk that passenger numbers

could decrease by unexpected geopolitical events, or the macroeconomic situation may impact demand. If

materialized, these risks could have an adverse impact on both results and dividends distributed by our Airports’

assets.

Our Airports Business Division projects distributed EUR 8 million in dividends in 2024 (EUR 6 million in 2023). In

2025 and beyond, total dividend payments will largely depend on traffic performance at Dalaman, as well as at NTO,

following the opening of the terminal, which is expected for 2026.

Construction

In 2024, the Construction Business Division has reached a 3.9% Adjusted EBIT Margin, above the 3.5% target

established in the Horizon 24 Strategic Plan. The expected evolution for 2025 is equally positive based on a robust

backlog, with what believe to be adequate exposure to key markets and projects for group companies, in line with our

strategy. We expect this to allow for a selective approach to bidding, with a focus on risk mitigation and long-term

profitability.

The outlook for 2025, by market, is as follows:

▪ In the United States and Canada, sales growth is expected to be supported by the execution of the relevant

awards obtained by Webber in recent years, which include diverse sectors such as transportation

infrastructure, water treatment plants and renewable energy projects both in Texas and on the East Coast of

the United States, as well as the favorable pace of execution of the Ontario Line of the Toronto Metro once

the initial design phase has been completed. In the medium term, the transportation infrastructure

construction industry is expected to continue to absorb the momentum of the United States’ Infrastructure

Investment and Jobs Act , through the progressive disbursement of funds, which is expected to continue

materializing through state investment programs such as the Unified Transportation Program 2025 in Texas,

the Moving Forward in Florida, or the Major Mobility Investment Program in Georgia. The Construction

Business Division plans to continue to support the bidding process for P3 projects of the Group's investment

units, with a particular focus on highway and airport initiatives on the East Coast of the United States.

▪ In Spain, revenues are expected to increase in line with the upward trend of recent years, thanks to the high

level of contracting with both public and private clients. In the future, private initiatives in industrial,

logistics, technology and data center construction are expected to continue, in addition to the stable public

demand for railway, health and water plant projects.

▪ In Poland, an increase in revenues is anticipated and the selective bidding strategy is expected to continue,

with a focus on maintaining profitability and diversification in sectors such as energy, renewables or unique

building of technological and industrial projects. Public tendering of rail and road projects is expected to

maintain good prospects supported by the high level of funding allocation under the EU's 2021-27

multiannual financial framework, which ensures future stability of investment in the country.

▪ In the rest of the markets, the United Kingdom and Australia stand out, where the execution of large metro,

rail and road projects continues, which are entering their respective final phases of execution. We anticipate

a moderate drop in revenues from the United Kingdom and Australia in 2025. In January 2025, we were

awarded the contract to design and build the track infrastructure for the high-speed railway project HS2 from

London to Birmingham in the United Kingdom. This is estimated to be the largest construction contract in

our history in the country ( see “ —4. Information on the company—B. Business Overview—3.Group

Overview—3. Our business divisions—3. Construction Business Division—Customers and type of contracts) .

In 2024, we were also awarded the construction of the Anillo Vial Periférico in Peru, an urban highway

connecting Lima and Callao, again showing the support to the investment divisions of the Group, as this

contract was tendered under a concession scheme.

Although our outlook as it pertains to the Construction Business Division is positive, there is a risk that our project

award volume could decrease due to a corresponding decrease in the level of funds granted by public entities and the

number of private sector projects due to the effects of a potential economic downturn. In addition, failure to meet

contract and budget deadlines as a result of increased costs for materials, machinery, and labor could also have a

negative effect on our business. If materialized, these risks could have an adverse impact on the sales volume and

profitability of our Construction Business Division.

Energy

We believe that the future of energy depends largely on five rapidly evolving trends: (i) increasing electrification of

the economy in the coming decades, driven mainly by the electrification of production processes, the digitalization of

the economy, the development of data centers and the electrification of transportation; (ii) the need and willingness to

have a greater degree of energy autonomy at the national and supernational levels; (iii) national, regional, and local

regulation on economic incentives or disincentives for CO2 production; (iv) policies for the closure and/or dismantling

of electricity generation infrastructures using fossil fuels or nuclear energy; and (v)social changes driven by the

growing awareness of climate change and the green economy

Despite uncertainty on the degree and pace at which these five points will evolve, we believe there is certainty with

regards to the need for greater electrification of the economy and, the incremental interest to transition from

conventional power generation sources to renewable power generation options. In the year ended December 31, 2024 ,

this Business Division’s results continued to grow, as shown by the 30.4% increase in revenues, to EUR 270 million,

from EUR 207 million in the year ended December 31, 2023.

In the field of renewable electricity generation and transmission, we expect to continue with the execution of

greenfield projects in our main markets and seek further acquisitions to accelerate our growth.

Other

The project outlook for the businesses reported as Other is the following:

▪ Ferrovial Digital Infrastructure: The data centers sector is experiencing rapid growth driven by the continued

transition to the cloud, artificial intelligence, the expansion of the Internet of Things (IoT), and increasing

data sovereignty.

It is expected that the increasing demand of data by consumers and businesses will continue to generate

consequent demand of digital infrastructure to cope with it.

The capabilities from Ferrovial building data centres for hyperscalers and collocators over the last decade is

positioning the company as an attractive delivery partner to develop the critical infrastructure required.

▪ Mobility: In December 2024, we maintain minority stakes in Inspiration Mobility Holdings, LLC, and

Maniv Mobility III LP.

▪ Circular economy: We intend to maintain our relationship with our customers in the United Kingdom,

increase plant utilization, maximize the recovery of recycles and the generation of electricity. There is a risk

of underperformance due to variations in the waste flows and the intrinsic operation of the assets in the three

“energy from waste” assets management plants in the United Kingdom which operate energy from waste

assets.

▪ Ancillary services: We provide support services to large-scale copper mining operations in Chile. We expect

to continue to respond effectively to customer needs, ensuring reliability of their facilities and enhancing the

positive impact we make on local communities through employment and training .

4.B.3 Group Overview

4.B.3.1 The Group and its Organizational Structure

The table below provides a summary of the main events affecting the organizational structure of the Group:


Date	Event	Description
2009	Reverse merger	In 2009, Grupo Ferrovial, S.A. underwent a merger with Cintra Concesiones, a subsidiary listed on the Spanish Stock Exchange. The merger was structured as a “reverse” merger (fusión inversa) where the subsidiary, Cintra Concesiones, increased its capital to absorb the parent, Grupo Ferrovial, S.A. Following the merger, Cintra Concesiones remained listed on the Spanish Stock Exchanges and became the parent of the Group, at that moment comprising Ferrovial and its subsidiaries, and changed its corporate name to Ferrovial, S.A. As a consequence of this merger, the minority shareholders of Cintra Concesiones became shareholders of Ferrovial.
2019	Corporate reorganization	In 2019, the Group completed the implementation of a reorganization of its corporate structure. This corporate reorganization was aimed at splitting the Group’s national and international activities to benefit from the cross-capabilities of the different businesses in each country and with respect to each client. Through the reorganization, the Group’s non- Spanish businesses were consolidated into one subgroup of companies, headed by the Company.
2020	Corporate reorganization	In 2020, as a result of the approval and start of the implementation of the Horizon 24 Strategic Plan, the Group embarked on additional projects in mobility and electrification and transmission.
2023	The Merger	On June 16, 2023, we completed: (i) our re-domiciliation from Spain to the Netherlands through the Merger and (ii) the admission to listing and trading of our ordinary shares on Euronext Amsterdam. Our ordinary shares began trading on Euronext Amsterdam and the Spanish Stock Exchanges on June 16, 2023.

4.B.3.2 Segments, Products, and Services

Our operations are segmented into the following Business Divisions: (i) the Toll Roads Business Division, (ii) the

Airports Business Division, (iii) the Construction Business Division, and (iv) the Energy Business Division.

We also had a Services Business Division, and after completing a strategic review we decided to classify it as “held for

sale” in 2018. This decision was part of our strategy to focus on our infrastructure business. In the context of this

strategic decision, we have divested certain parts of our business between 2019 and 2022.

We concluded the divestment of the Services Business Division in 2022, when we closed the sale of Amey to One

Equity Partners and Buckthorn Partners for GBP 264.6 million (EUR 301.3 million). Certain assets that were

previously included under the Services Business Division, such as the waste management plants of Amey in the U.K.,

were retained and reassigned to other Business Divisions. For further discussion on the conclusion of the Services

Business Division’s divestment process, see “ —3. Our Business Divisions—5. Discontinued Operations (Services). ”

In January 2024, we conducted a partial reorganization of our Business Divisions pursuant to which the energy

solutions business line, which was part of the Construction Business Division, and the energy infrastructures business

line, which was part of the former Energy Infrastructure and Mobility Business Division, merged. The resulting

Business Division has been named the Energy Business Division. T he mobility business line and remaining services

businesses, which were until then part of the former Energy Infrastructure and Mobility Business Division, are

separately managed outside of the scope of our Business Divisions and reported as “Other” (see further explanation in

“ —1. Overview”).

The table below sets out the entities that head each Business Division and the main activities of each Business

Division:


Business Division	Group Companies	Description
Toll Roads	Cintra Infraestructuras España, S.L.U., Cintra Infrastructures SE, Cintra Global SE, Cintra Holding US Corp and subsidiaries	Development, financing, and operation of toll road infrastructure.
Airports	Ferrovial Airports International, S.E., Ferrovial Airports Holding US Corp. and subsidiaries.	Development, financing, and operation of airports.
Construction	Ferrovial Construcción, S.A., Ferrovial Construction International S.E., Budimex, S.A., Ferrovial Construction US Corp., Webber, LLC and subsidiaries.	Development, financing, and operation of construction activities, including the design and construction of all types of public and private works and, most notably, the construction of public infrastructures.
Energy	Ferrovial Infraestructuras Energéticas S.A.U., Ferrovial Energia S.A.U., Ferrovial Energy US LLC, ., Ferrovial Transco International B.V., Ferrovial EG SE and subsidiaries.	Development and/or construction of energy transmission and renewable generation energy infrastructure as well as render of services regarding energy efficiency.
Other	Thalia Waste Treatment B.V. and subsidiaries.	Mobility business and the outstanding (non- divested) Services business activities. Digital Infrastructure business

4.B.3.3 Our Business Divisions

4.B.3.3.1 Toll Roads Business Division

Overview

Our activities in the Toll Roads Business Division include the development, financing, and operation of toll road

projects. We conduct our operations in this Business Division through Cintra, one of our wholly owned subsidiaries.

Cintra offers a strong proposition in the industry, with over 50 years of experience, a broad management model, and

in-depth knowledge of new technologies applied to pricing (such as advanced analytics) that aim to improve demand

forecasting and fare optimization. Cintra also offers synergies with our Construction Business Division subsidiary,

Ferrovial Construction, that result in high value creation potential. The partnership of Cintra and Ferrovial

Construction supports the success of complex greenfield projects since Cintra, as licensee, and Ferrovial Construction,

as construction affiliate, can align their risks and reduce the total cost of a project.

In 2024, our Toll Roads Business Division increased its dividends received, mainly due to increases in traffic and

vehicle kilometers traveled in 407 ETR due to greater traffic and toll rates increase in February 2024. All U.S.

Managed Lanes showed similar improvement driven by strong performance and toll rates increases. As a result of this

continuous improvement, our Toll Roads Business received dividends of EUR 895 million from its main toll roads’

assets in 2024 (of which EUR 293 million corresponded to I77 and I66’s first dividend distributions).

Value Creation

Cintra specializes in complex greenfield projects (new construction infrastructure projects) due to their high value

creation potential.

The infrastructure sector depends often on complex projects with high risk exposure. Generally, risk levels increase in

the beginning of a project, with their highest level at the tendering or bidding stage. After production starts, these risks

are either updated or they no longer apply and the level of risk decreases as the project progresses. Therefore, we have

a structured risk management process that focuses especially on the bidding stage of a project and which consists in

evaluating and assuming adequate levels of project risk that allow us to optimize the available rates of return (“IRR”)

and create value by decreasing the discount rates of future cash flows as project risks decrease, whether through traffic

revenues or financial solutions over the life of the concession.

From the equity’s point of view, construction risks generally diminish once construction projects are completed and

the project starts operations; although, the constructor remain liable for construction defects. For example, we opened

the I-66 toll road’s Managed Lanes in two phases in September and November 2022 as the segments became ready to

open to traffic. The opening of these sections helped to reduce the overall construction risks and therefore allowed us

to create value by decreasing the discount rate of future cash flows for the I-66 toll road project. In June 2023, segment

3C of NTE35W commenced operations.

We also materialize value creation in the Toll Roads Business Division through the sale of mature projects, the

proceeds of which are invested in new assets, where we believe there is a greater potential to generate value. Some

examples of this reinvestment strategy include: the sale of a 15.0% stake in Autopista del Sol (“Ausol”) in Malaga,

Spain in December 2022 for EUR 111 million to the infrastructure fund Meridiam pursuant to their exercise of a put

option, which followed the previous sale of an additional 65.0% stake in 2019; the divestment of our stake in two

Portuguese toll roads (49.0% of the Norte Litoral toll road and 48.0% of Vía do Infante (Algarve)) to the DIF Capital

Partners infrastructure fund for which we received EUR 170 million in three instalments (EUR 100 million in 2020,

EUR 47 million in July 2021, and EUR 23 million in August 2022); and the sale of our remaining 89.2% stake in the

Azores highway to Horizon Equity Partners and RiverRock for EUR 42.6 million in June 2023. The total sale price for

that sale was later increased to EUR 43.4 million following the fulfillment of the conditions precedent to the ticking

fee provision in the purchase agreement. The sale was completed, and the transaction funds were received, on

December 28, 2023. On February 29, 2024, we entered into an agreement with Inter Infrastructure Capital S.A., to sell

the 49% of the Class A shares of Umbrella Roads BV (which confer voting rights on its holder) and all the Class B

shares of Umbrella Roads BV (which confer economic rights on its holder). Umbrella Roads BV is the direct

shareholder of Cintra OM&R 407 East Development Group Inc, Cintra 407 East Development Group Inc, Blackbird

Maintenance 407 Cintra GP Inc and Blackbird Infrastructure 407 Cintra GP Inc (the holding companies of the 407

Phase I and Phase II Projects), the indirect shareholder of Serranopark S.A., Scot Roads Partnership Project (M8

Project in the UK), Eurolink Motorway Operations Ltd and Eurolink Motorway Operations (M3) Ltd (M4 and M3

Projects in Ireland), and has the economic rights over Sociedad Concesionaria Autovía de la Plata S.A. (A66 Project in

Spain). The sale of shares was completed on October 8, 2024 for EUR 100 million.

As it pertains to the Managed Lanes’ projects, the main projects in the Toll Roads Business Division, value creation

arises from toll rates being dynamic, allowing for modifications every few minutes according to the degree of

congestion, always guaranteeing a minimum speed for drivers. With free-flow (barrier-free) toll systems, the Managed

Lanes stand out for their long concession terms, their toll rate flexibility, and their optimized long-term financial

structure. We believe these projects position Cintra as a leader in the private development of highly complex road

transport infrastructures. Examples of Managed Lanes include the NTE 1-2, LBJ, NTE 35W, I-77, and I-66 toll roads.

Investments / Main Assets

Cintra has consistently invested in growing and diversifying its portfolio, with a strong focus on the North American

markets. For example, in November 2022 Cintra acquired an additional 7.1% ownership interest in the I-77 toll road

project in North Carolina, United States, increasing our total stake to 72.2%. In September 2021, Cintra acquired an

additional 5.7% ownership interest in the I-66 toll road, increasing our total stake to 55.7%.

Cintra’s investments go beyond the North American market and extend to emerging markets with attractive prospects.

In December 2021, Cintra identified an opportunity in the Indian toll road market and partnered with IRB. We

completed the acquisition of a 24.9% stake in IRB through our subsidiary Cintra INR Investments BV. Our current

stake states at 19.9%, after the sale of a 5.0% stake executed on June 11, 2024. In 2024, Cintra acquired a 23.99%

interest in Private InvIT, an investment vehicle sponsored by the Group’s equity- accounted company IRB, increasing

its presence in the Indian toll roads market.

We continue to pursue ways to increase the value of Cintra’s investment portfolio and optimize the financial structure

of its assets. In December 2021, Cintra completed the issuance of USD 609 million (EUR 535.2 million) in

senior secured notes in the LBJ concession in connection with the partial refinancing of one of its TIFIA loans, which

extended the maturity of the debt (2057, as opposed to 2050 under TIFIA) and lowered the all-in borrowing cost

(3.797% yield to maturity, as opposed to 4.22% coupon under TIFIA). On March 30, 2023, Cintra executed the

financing transaction for NTE 35W’s 5-year bonds to be used for the 2023 and 2024 principal pre-payments of the

TIFIA loan. Out of a total committed USD 221 million, in addition to USD 2.9 million drawn in March 31, 2023 to

cover emission expenses, USD 103.7 million were drawn on June 26, 2023 for a partial prepayment of the TIFIA loan.

Dated in August 1, 2023 Cintra completed the issuance of USD 397 million in Senior Bonds in the NTE concession in

connection with the finance the Mandatory Capacity Improvements that will be performed by the Company in

accordance with the Comprehensive Development Agreement. On April 25, 2024, I77 completed the issuance of USD

371 million of Senior Secured Notes, which proceeds were used mainly to refinance TIFIA increasing the average life

of the outstanding debt.

As of December 31, 2024 , Cintra’s concession portfolio consisted of 18 concessions. Excluding IRB and Private

InvIT, comprising approximately 972 kilometers of motorway, and a total managed investment of approximately EUR

23,882 million. Cintra’s portfolio of concessions is diversified geographically, with interests in toll road concessions

located in Canada, the United States, Australia, Colombia, Spain, Slovakia, India, Peru and the United Kingdom.

Within the Toll Roads Business Division, we carried out a series of acquisitions and divestments from 2022 to 2024,

as set forth under “ —A. History and Development of the Company —1. Summary of Historical Investments and

Divestments ” above. As of the date of this Annual Report, our main toll concession portfolio includes the following

assets:


For the year ended December 31, 2024
Toll Road	Country	Ownership
Fully consolidated assets
NTE 1-2 .............................................................................................................................	U.S.	63.0%
LBJ .....................................................................................................................................	U.S.	54.6%
NTE 35W ...........................................................................................................................	U.S.	53.7%
I-77 .....................................................................................................................................	U.S.	72.2%
I-66 .....................................................................................................................................	U.S.	55.7%
Autema ...............................................................................................................................	Spain	76.3%
Aravia (1) .............................................................................................................................	Spain	100.0%
Via Livre ............................................................................................................................	Portugal	84.0%
Equity-accounted assets
407 ETR .............................................................................................................................	Canada	43.2%
IRB ....................................................................................................................................	India	19.9%
Private InvIT ......................................................................................................................	India	23.99%
EMESA (2) and Calle 30 (3) ..................................................................................................	Spain	50.0% / 20.0%
Toowoomba .......................................................................................................................	Australia	40.0%
OSARs ..............................................................................................................................	Australia	50.0%
Zero ByPass (Bratislava) ...................................................................................................	Slovakia	35.0%

(1) Our interest is divided between Ferrovial Construcción, S.A. (55.0%); Cintra (30.0%); and Ferrovial, SE (15.0%).

(2) Although EMESA is managed by Cintra, our interest in the company is held by Ferrovial Construcción, S.A..

(3) EMESA holds 20.0% of Calle 30.

Other toll road concessions are included within the Toll Roads Business Division: Ruta del Cacao (Colombia),

Silvertown tunnel (U.K.), Anillo Vial Periferico (Peru).

Inception

We began our toll road activities in 1968 with the AP-8 Bilbao—Behobia toll road concession in Spain. Since then, we

have continued to develop and expand our toll roads business. On February 3, 1998, we incorporated Cintra

Concesiones, in which we hold a 100% stake, with the aim of consolidating and optimizing the infrastructure

development business. In 1999, we won the 407 ETR toll road concession award in Canada, which became one of

Cintra Concesiones’ first projects, together with the concession of two stretches of the Pan-American highway in

Chile. We continued to develop our infrastructure business through Cintra Concesiones, which had its initial public

offering in October 2004 following its entrance in the U.S. market through the establishment of its headquarters in

Austin, Texas. In 2009, we merged with Cintra Concesiones (see “ —C. Organizational Structure ”). Since 2015 we

also manage concessions in Australia, Colombia, Slovakia, and the United Kingdom. In 2021 we gained access to the

Indian market through IRB.

Customers and Types of Contracts

We operate our toll roads business through concession agreements. Concession agreements are contracts under which

a public sector entity reaches an understanding with a private company for such company to construct and operate

certain infrastructures for a period of time in consideration for the right to collect tolls (or to be paid either shadow

tolls by the grantor of the concession or availability payments if there is no demand risk). The private company returns

the infrastructure to the public sector entity at the end of the concession period.

Toll road concessions projects are long term, capital-intensive projects that can typically be divided into two distinct

phases: the construction phase and the operation phase. The construction phase involves the design and construction of

the toll road and typically spans between two to five years. This phase is characterized by large capital expenditures,

during which we usually do not receive revenues except for those projects that include toll road sections already in

operation.

The operation phase commences once the construction phase is completed. It involves operating and maintaining the

toll road and tolling equipment associated with the concession, as well as collecting toll receipts and managing prices.

In some cases, the operation phase may commence while certain parts of the toll road are still under construction,

allowing us to collect tolls on the operational sections of the motorway, which reduces the risks inherent to these

projects and leads to value creation. The operation phase is generally characterized by increasing levels of revenue as

tolls are collected, lower levels of capital expenditure and incurring operating expenses and generally increasing cash

flows. Revenues from toll road concessions with demand risk depend on the toll rates charged. Toll rates are typically

set by the relevant governmental authority in the concession agreement. The rates that the concession can charge are

typically agreed as part of the concession agreement with the relevant governmental authority.

The toll rates usually increase in line with inflation, except in certain cases, such as the 407 ETR, I-77, and I-66 toll

roads, in which toll rates increases may exceed the rate of inflation. This is similar for the Managed Lanes in Dallas,

Texas, United States (i.e., the NTE 1-2, LBJ, and NTE 35W), which have soft caps that are updated yearly based on

annual changes to inflation. The revenues from toll rates also depend on the levels of traffic on the road, which can be

affected by general economic conditions, weather, and other factors. Revenues from availability payment roads

concessions (i.e., concessions with no demand risk) are pre-determined in the concession contract and usually linked

to inflation.

Operating expenses during the operation phase are primarily driven by the length and age of the toll road, as well as of

factors such as traffic volumes and weather conditions. In this regard, this Business Division is affected by seasonality

in that there is lower traffic over the winter months, due to deteriorated visibility and driving conditions as a result of

winter storms and other adverse weather events (as compared to the summer and spring months, which have a lower

incidence of adverse weather events and a higher traffic volume).

Our financing expenses in toll roads depend primarily on interest rates. The industry is principally debt-financed, to

the extent that long-term concession agreements generally provide a basis for non-recourse long term debt under

project finance plans, leading to high financing expenses. As the concession matures once the construction phase has

ended, a traffic growth pattern is expected, and its risk profile improves. This, in turn, typically creates more

opportunities to refinance projects and thereby reduce financing costs, subject to market conditions and contractual

regulations. These refinancings create value by further decreasing project risk.

Cintra has a young portfolio of toll roads with a weighted average remaining life of approximately 38 years. Cintra

manages such a portfolio with the objective of maximizing its Adjusted EBITDA by generating strong operating

revenues possible while complying with contractual obligations. To this end, Cintra operates its toll roads following a

“premium operator” approach, which entails (i) using a hands-on approach with a common management strategy, (ii)

building know-how on lessons learned across the portfolio, and (iii) continuously looking for new technologies and

their potential benefits to the business.

Activities

The table below sets forth the traffic volume for each of our operating toll road concessions with traffic risk for the

years ended December 31, 2024, 2023 and 2022 .


Toll Road	Country	For the year ended December 31,
		2024	2023	2022

Fully consolidated assets (in millions of transactions)
NTE 1-2 ..........................................................................................................	U.S.	39	40	36
LBJ ................................................................................................................	U.S.	46	43	40
NTE 35W ......................................................................................................	U.S.	51	42	35
I-77 ...............................................................................................................	U.S.	43	41	35
I-66 ................................................................................................................	U.S.	32	29	2
Equity-accounted assets (in millions of VKT, vehicle kilometers travelled)
407 ETR .........................................................................................................	Canada	2,658	2,535	2,213

A brief description of Cintra’s main concessions, by geographical area, is as follows:

Canada

The 407 ETR

The 407 ETR toll road concession in Canada, in which we hold a 43.2% interest, is the first all-electronic open access

toll road in the world whereby tolls are incurred while vehicles are in motion by means of vehicle identification at

entry and exit points either through transponders or video-based license plate imaging. By removing the need for toll

barriers, this toll collection system enables free flow of traffic along the highway, allowing high traffic volumes

without long queues. It covers 108 kilometers in an east-west direction, traversing Canada’s largest and most affluent

urban center, the Greater Toronto Area.

In May 1999, the 407 ETR was privatized and Cintra (as part of the bidding consortium) won the concession award,

which involved (i) the construction and completion of seven interchanges, (ii) the construction of the east (15

kilometers) and west (24 kilometers) extensions of the highway, both completed in 2001, and (iii) the financing,

maintenance, and operation of the entire stretch of the 407 ETR for a period of 99 years (ending in 2098).

On October 5, 2010, we entered into an agreement with the Canada Pension Plan Investment Board for the sale of

10.0% of the share capital of the 407 ETR for approximately CAD 894.3 million (approximately EUR 640 million as

of 2010). The share transfer took place on November 18, 2010, resulting in Cintra holding its current 43.2% interest in

the 407 ETR.

As traffic grows, the 407 ETR keeps widening the number of lanes to preserve the user experience. Cintra, through its

407 ETR concession company, generally commences construction of these new lanes before it is contractually obliged

to do so. Since we completed the extensions in 2001, we have added 315 kilometers of total new lanes, and the road’s

capacity could still be increased by a further 12.0%. Although impacted by COVID-19, traffic levels on the 407 ETR

have increased in most years since Cintra won the concession award in May 1999.

The 407 ETR has an innovative toll rates’ structure that allows us to raise prices freely without prior authorization

from the Ontario Ministry of Transportation, provided that the traffic is maintained above a certain threshold. This

system makes it possible for us to optimize revenues by adjusting toll fees to the time savings offered to drivers by the

toll highway. The asset’s revenue compound annual growth rate for the 2009 to 2024 period is 7.7%. Certain 407 ETR

annual traffic levels are measured against annual minimum traffic thresholds, which are prescribed by Schedule 22 to

the concession agreement and escalate annually up to a specified lane capacity. On December 29, 2023, the concession

company announced a new toll rates schedule that increases the 407 ETR rates starting in February 2024. If annual

traffic level measurements are below the corresponding traffic thresholds, 407 ETR will have to pay potentially

significant amounts calculated under Schedule 22 to the province. The concession will be subject to Schedule 22 in

2025 and a potential first payment due in early 2026. See “ Item 3. Key Information—D. Risk Factors—1. Risks Related

to Our Business and Structure—21. Risks Relating to the Toll Roads Business Division—1. Reduced vehicle use on the

toll roads operated by our toll roads concession companies may adversely impact our business, results of operations,

and financial condition .”

United States

The Managed Lanes offer a solution to the problem of congestion in urban areas providing choices to users. Under the

Managed Lanes system, toll rates charged are dynamic and may be changed every few minutes to manage traffic

volume and ensure a minimum speed. Cintra has different projects under this model, including the NTE 1-2, LBJ,

NTE 35W , I-77, and I-66.

NTE 1-2

Cintra holds a 63.0% stake in the NTE concession, a 13.2 mile (21.4 kilometer) highway located in the Dallas Fort

Worth area in north Texas. The NTE 1-2 is intended to improve mobility along a series of highways vital to the region,

including IH-820 and SH 121/183. We fully opened the project to the public in October 2014. The concession

agreement ends in 2061. During 2024, due to the success of the NTE project, additional toll road expansion works and

capacity improvements under the agreement with Texas Department of Transportation are planned to be brought

forward, with an expected completion in 2027.

LBJ

Cintra holds a 54.6% stake in the LBJ concession, which provides a solution to congestion problems on interstates

IH-35E and IH-635 in Dallas, Texas. This project increases capacity in the corridor with the creation of six new

express toll lanes.

LBJ is 13.2 miles (21.4 kilometers) in length and located between IH-35E and US-75. The project was the largest

private-public partnership (“PPP”) in the United States at the time and is, to date, the largest PPP in the Southwest of

the United States. The project features a combination of four general purpose lanes and two to three continuous

frontage roads in each direction, along with 13.2 miles (21.4 kilometers) of two-to-three managed lanes in each

direction that use dynamic pricing to keep traffic moving above 50 miles per hour (80 kilometers per hour). The

Managed Lanes feature about 5 miles (8 kilometers) of depressed roadway. A lump sum, fixed-price contract entered

into as a joint venture with LBJ Mobility Partner governs the reconstruction and has a design-build period of 60

months. It is divided into three sections: (i) the I-35 section from Loop 12/IH35 to Crown Road, with a length of 3.6

miles (5.8 kilometers), (ii) the LBJ/I-35E interchange, located on the I635 corridor between I35E and Dallas North

Tollway, with a length of 5.0 miles (8.0 kilometers), and (iii) the LBJ Section, located on the I635 corridor between

the Dallas North Tollway and the east of the US75 corridor, with a length of 4.6 miles (7.4 kilometers). We fully

opened LBJ in September 2015. The concession agreement ends in 2061.

NTE 35W

Cintra holds a 53.7% stake in the NTE 35W project concession, which serves to link downtown Fort Worth, Texas,

with the surrounding residential and business areas while also providing vital congestion relief by using Managed

Lanes to support this major transportation corridor.

The NTE 35W comprises three different segments: (i) segment 3A (7.0 miles (11.0 kilometers) along the I-35W

corridor through downtown Fort Worth, including the total reconstruction of the I-35W link between downtown Fort

Worth and SH-820), (ii) 3B (4.0 miles or 6.4 kilometers, financed, designed, and built by the Texas Department of

Transportation; operated and maintained by the consortium in charge of NTE 35W and led by Cintra), fully opened to

traffic in July 2018, with a total investment of over USD 1.4 billion, and (iii) segment 3C, an amendment to the

original concession agreement awarded in August 2019 that comprises 6.8 miles or 11 kilometers, with an investment

of roughly USD 0.9 billion and a concession term of nearly 50 years. Segment 3C started operating in June 2023. The

concession agreement includes renovation of existing lanes, which are expected to remain toll-free, and the

construction of two managed lanes in each direction. .

I-77

Cintra holds a 72.2% stake in the I-77 express lanes concession in North Carolina, which connect the metropolitan

area in the northern part of Charlotte with the residential area of Lake Norman over a distance of 26 miles (41.8

kilometers). The express lanes are dedicated travel lanes that run adjacent to the existing general purpose lanes. The

express lanes are divided into three sections: two express lanes running on both directions on I-77 between Charlotte

and Exit 28, and one express lane in either direction between Exit 28 and Exit 36, which seeks to minimize

environmental impacts of traffic on neighboring Lake Norman.

The express lanes operate based on a dynamic toll system that facilitates demand management. A minimum speed of

45 miles per hour (approximately 72 kilometers per hour) is ensured. The highway’s 50-year concession term began

once we opened the road to traffic, in December 2019.

I-66

Cintra holds a 55.7% stake in the I-66 project concession, which comprises the construction of three toll free lanes and

two express lanes in each direction between Capital Beltway and Gainesville (Virginia). The project has committed

investments of at least USD 3.7 billion, including (i) USD 2.3 billion in project construction, (ii) USD 579 million in

upfront concession fees to the Commonwealth of Virginia for the funding of additional improvement projects in the

corridor, (iii) USD 800 million to expand transit services in the corridor, and (iv) USD 350 million for other

improvement projects over the course of the 50-year concession period. The 50-year concession began at closing of

the commercial agreement in 2016. The highway opened to traffic in two stages in September and November 2022.

India

IRB Infrastructure Developers Limited (“IRB”)

IRB, in which we hold a 19.86% interest, manages 26 different toll road projects over a total distance of more than

15,000 lane kilometers and includes the Mumbai-Pune toll road. IRB’s assets represent around 14% of the “Golden

Quadrilateral,” the road network that connects India’s main economic development hubs. IRB has its own construction

division that works exclusively for IRB’s own concessions, which allows for similar synergies and complimentary

capabilities as those derived by the relationship between Cintra and Ferrovial Construction, discussed in relevant part

of this section.

IRB Infrastructure Trust (“Private InvIT”)

Cintra, acquired a 23.99% stake in Private InvIT, a subsidiary of IRB.

Private InvIT holds a portfolio of 15 toll road concessions in India (14 concessions in operation and 1 under

construction). Private InvIT operates in 12 Indian states over a total distance of more than 10,000 lane kilometers. The

future growth of Private InvIT will be assessed by us and our partners on a project-by-project basis and is expected to

be mostly funded by assets distributions.

4.B.3.3.2 Airports Business Division

Overview

Our activities in the Airports Business Division include the development, financing, and investing of airports.

Ferrovial Airports integrates all the Group’s airport management activities.

The origins of the Airports Business Division date back to 1998, but it was only in 2006, with the acquisition of HAH,

that it gained its current relevance within our operations.

Investments / Main Assets

In 2022, we increased our airports portfolio after reaching an agreement with Turkish infrastructure company YDA

Group to acquire a 60% stake in the company that manages the Dalaman airport concession. YDA Group was awarded

the concession to operate the airport for the 26 years following 2014, which was extended to 2042. The agreement

included the construction of a new international terminal that came into service in 2018.

Additionally, in 2022, we acquired a 96% interest in Mars NTO LLC, an entity holding a 51% stake in the consortium

that was awarded the concession to design, build and operate the New Terminal One at JFK airport in New York

(which includes the former Terminals 1, 2 and 3 of this airport). We hold a 49% indirect ownership interest in the

project, becoming the consortium’s lead sponsor. Other shareholders are Carlyle (with indirect holdings of 2%), JLC

(direct holdings of 30%) and Ullico (direct holdings of 19%). On 10 June 2022, a concession agreement with the Port

Authority of New York and New Jersey and certain financing and construction contracts came into force. The

concession agreement will end in 2060. This project is now under construction and is expected to start operation

during 2026.

On December 12, 2024, the Group completed the divestment of the Group’s 19.75% stake in Heathrow airport,

retaining a 5.25% stake . On February 26, 2025, we announced that a binding agreement has been reached for the sale

of that 5.25% remaining stake. For further details see “Item 4. Information on the Company —A. History and

Development of the Company —1. Summary of Historical Investments and Divestments —2. Sale of Heathrow Stake.”

Furthermore, on January 28, 2025, we completed the sale of our entire stake in AGS. For further details on this

potential divestment, see “Item 4. Information on the Company—A. History and development of the Company—1.

Summary of Historical Investments and Divestments-- 1.Sale of AGS Airports” .

Customers and Types of Contracts

The main customers in connection with the operations of the Airports Business Division are airlines and passengers

who use the facilities operated by the airports we invest in. The airports are managed through concession agreements

and applicable regulatory regimes, with some airports’ revenues ( i.e. , Dalaman) being regulated by a local regulatory

authority and other airports’ revenues ( i.e. , NTO) not being regulated, meaning that the fees charged to users are

established by the airport.

Activities

The Airports generate two primary types of income: (i) aeronautical income and (ii) non-aeronautical income.

Aeronautical income is generated from airport fees and traffic charges, which in turn are principally levied on the basis

of passenger numbers, maximum total aircraft weight, aircraft noise and emission characteristics, and the length of

time during which an aircraft is parked at the airport. In this regard, the division’s revenues are affected by seasonality,

since there is higher passenger traffic (the total number of incoming and outgoing passengers at the airport in a

particular period) over the spring and summer months.

Non-aeronautical income is generated mainly from retail concession fees, car parking income, advertising revenue,

and other services supplied by the airport’s operators, such as the rental of aircraft hangars, cargo storage facilities,

maintenance facilities, and the provision of facilities such as baggage handling and passenger check-in. This income is

also somewhat affected by seasonality, since items such as car parking income, baggage handling, and passenger

check-in depend on passenger volume.

The Airports Business Division’s assets are divided into economically regulated and economically non-regulated

assets. For example, passenger fees at Dalaman are set by the governing concession contract.

A brief description of Ferrovial Airports’ main assets is as follows:

NTO at John F. Kennedy International Airport in New York

In 2022, we entered a consortium for the development of NTO at JFK airport and as a result hold a 49.0% indirect

interest in the project. On June 10, 2022, the consortium signed the concession contract with the Port Authority of

New York and New Jersey for the construction and later operation of the terminal, which ends in 2060. After

construction, the terminal is expected to come into operation in 2026. The revenue streams from the terminal under the

concession agreement are the passenger fees charged to the airlines, as well as commercial revenues. This investment

is in line with our Horizon 24 Strategic Plan, as (i) JFK is a premium destination as one of the United States’ largest

international getaway in terms of international flights as at December 2023, (ii) there is a strong growth demand of

international traffic, (iii) the project will increase the airport’s capacity to host large aircrafts and (iv) the air charges

are unregulated.

The NTO project will be completed in phases to match traffic demand. The initial phase of development (Phase A),

related to the initial round of financing, will replace the operations of the Terminal 1, Terminal 2 and Terminal 3.

Terminals 2 and 3 have already been demolished and Terminal 1 will be demolished as part of the subsequent phases

of the NTO project once Phase A opens to traffic . Work on Phase A began in June 2022 and is anticipated to continue

until 2026. Our Construction Business Division also participates in this project through Ferrovial Construction, which

acts as the lead on the technical area of the project management office (PMO).

In June 2022, JFK NTO LLC entered into a loan agreement for a principal amount of USD 6,630 million with a bank

syndicate. JFK NTO LLC, as a matter of its ongoing business operations, monitors the refinancing market for its bank

facility and may refinance any outstanding amounts thereunder when market conditions are deemed appropriate by the

lessee. In December 2023, NTO JFK LLC issued USD 2.0 billion in municipal bonds to partially refinance the bank

loan initially arranged for the NTO project. A portion of the bond issuance amounting to USD 800 million was insured

by Assured Guaranty Municipal Corp. In June 2024, NTO JFK LLC issued USD 2.55 billion in municipal green

bonds, representing one of the largest municipal bond issuances to date for an airport project.

As of today, we have agreements with sixteen airlines out of which ten are airline executed agreements (Air France,

LOT, Etihad, KLM, Korean, Eva Air, Air Serbia, SAS, Neos and Philippines Airlines). Five of those new airlines

agreements signed in 2024 (Eva Air, Air Serbia, SAS, Neos and Philippines Airlines). In addition, we have signed six

letters of intention with Air China, Turkish Airlines and other international carriers.

Dalaman Airport

In February 2022, we reached an agreement to acquire a 60.0% interest in the company that manages the concession

for the Dalaman airport in Turkey. We completed the acquisition in July 2022 for EUR 144 million. The concession

started in 2014 and it terminates in 2042. Passenger charges are set and collected in euros, so most of the airport’s

revenues are in that currency.

The airport, which is located on the Turkish Riviera, a vacation destination for both domestic and international

passengers, had 5.6 million passengers in 2024, compared to 5.2 million passengers in 2023, representing a 7.7%

increase.

As a consequence of the conflict in Ukraine, there has been a decline in Russian and Ukrainian passengers, although

the impact is limited and partly offset by increased traffic from other European destinations, especially the United

Kingdom.

In 2024, Dalaman was awarded Level 3 of the Airport Carbon Accreditation (ACA) program of Airports Council

International Europe (ACI Europe) Carbon Emissions Certificate, which recognizes its efforts to manage and reduce

its CO2 emissions. Additionally, in the same year,,the airport completed the installation of a solar power plant on its

terminal roof, featuring 15,000 panels. This initiative aims to generate nearly 55% of the airport’s energy requirements

in its initial phase. With this project, the airport anticipates protecting 200,000 trees annually and avoiding 4,500

tonnes of CO2 emissions.

Heathrow Airport

On December 12, 2024, the Group announced the closing of the planned divestment of the Group’s 19.75% stake in

Heathrow airport, retaining a 5.25% stake. On February 26, 2025, we announced that a binding agreement has been

reached for the sale of that 5.25% remaining stake. For further details on this potential divestment, see “Item 4.

Information on the Company —A. History and development of the Company —1. Summary of Historical Investments

and Divestments —2. Sale of Heathrow Stake.”

AGS Airports

On January 28, 2025, we completed the planned divestment of our stake in AGS. For further details on this potential

divestment, see “Item 4. Information on the Company—A. History and Development of the Company—1. Summary of

Historical Investments and Divestments— 1.Sale of AGS.”

Other Operations

We operate in the airport facility maintenance and management sector through our 49.0% stake in the local company

FMM, responsible for the maintenance and management of the Doha airport in Qatar.

4.B.3.3.3 Construction Business Division

Overview

We conduct our construction activities through our wholly-owned subsidiary Ferrovial Construction as well as through

other companies within the Construction Business Division. With over 90 years of experience in the industry,

Ferrovial Construction is a leading construction company in terms of revenue. Ferrovial Construction is involved in all

areas of civil engineering, residential building, and non-residential building internationally. The company is also

involved in water treatment plant engineering and construction through its wholly-owned subsidiary Cadagua,

recognized internationally for its seawater desalination plants. Our Construction Business Division is also involved in

energy transition projects, maintaining our commitment to the development of sustainable, innovative, and efficient

solutions.

We have established a strong presence in Poland and the U.S., where we function through our local subsidiaries

Budimex and Webber, respectively. We also function through permanent branch offices and subsidiaries in markets

such as the United Kingdom, Canada, Chile, and Australia.

The Construction Business Division’s operations are affected by seasonality due to an increase in activity over the

spring and summer months due to improved weather conditions (as compared to the winter). For further details on the

effect of seasonality on the Construction Business Division’s results, see “ Item 5. Operating and Financial Review and

Prospects—A. Operating Results—2. Material Factors Affecting Results of Operations—5. Seasonality. ”

The principal products we use in our Construction Business Division include concrete, steel reinforcing bars, and

asphalt. The fabrication of these products is subject to raw material (such as cement, aggregates, and crude oil)

availability and pricing fluctuations, which we monitor on a regular basis. We purchase most of these raw materials,

necessary to operate our business, from numerous sources. The availability and cost of these raw materials may vary

significantly from year to year due to various factors, including the logistics market, customer demand, producer

capacity, inflation, market conditions, and specific material shortages.

Investments / Main Assets

During 2024, we won, among other projects, the following:

▪ I-10 White Oak: the contract consists of the reconstruction of 1.328 miles mainlanes and HOV lanes on I-10

along White Oak Bayou in Houston, for USD 408 million (EUR 377 million).

▪ I-27 Randall: the contract consists of the reconstruction of 6.9 miles along Hollywood to Canyon Split in

Amarillo, Texas, for USD 313 million (EUR 290 million).

▪ Design (in the railway traffic control industry) and comprehensive execution of construction works on the

railway line No 104 at section D Limanowa – Klęczany industrial spur as part of the project entitled:

“Modernisation of the railway line No 104 Chabówka – Nowy Sącz, at the sections Chabówka – Rabka

Zaryte – Mszana Dolna and Limanowa – Klęczany – Nowy Sącz” for PLN 838 million (50%) (approximately

EUR 195 million).

▪ Design and construction of the S17 Piaski – Hrebenne Expressway, section Nº. 3: “Krasnystaw Pólnoc”

junction (“Krasnystaw I”) together with the junction – “Izbica” junction (“Tarzymiechy”) for PLN 782

million (approximately EUR 180 million.)

Inception

We have developed and expanded our Construction Business Division nationally and internationally since 1952,

mainly through the award of concession contracts in countries such as the United Kingdom, the United States, and

Canada, and through strategic acquisitions such as Budimex in Poland and Webber in the U.S.

We have a great degree of expertise in large and complex international projects, mainly through construction works

carried out for the benefit of our Companies, such as Cintra or HAH, but also through construction works carried out

for the benefit of third party clients.

In 1985, we expanded our portfolio of national expertise to include know-how in the field of engineering and

construction of water purification and treatment plants, through the acquisition of a 100% holding in the Spanish

company Cadagua.

In 1995, we acquired a 98.3% interest in Agroman Empresa Constructora, a Spanish construction company founded in

1927. On October 5, 1999, we merged with Agroman Empresa Constructora and incorporated Ferrovial Agroman,

which became one of the largest Spanish construction companies in terms of revenue. We then acquired the remaining

interest in Ferrovial Agroman, therefore becoming the sole shareholder of Ferrovial Agroman and completing the

integration process of the construction business. In May 2020, Ferrovial Agroman changed its corporate name to

Ferrovial Construction.

We have continued to expand our international portfolio within the Construction Business Division through the

acquisition of a 59.1% holding in the Polish construction company Budimex in 2000 and the acquisition of a 100%

holding in the U.S. company Webber in 2005.

In 2021, the energy solutions business line was created as part of Construction Business Division. The energy

solutions business line has merged with the Energy Infrastructure portion of our former Energy Infrastructure and

Mobility Business Division in 2024. The resulting Business Division has been named the Energy Business Division.

See “Item 4. Information on the Company—A. History and Development of the Company—1. History of the

Company.” for a description of the partial reorganization.

Customers and Type of Contracts

Ferrovial Construction’s Order Book was EUR 16.8 billion as December 31, 2024 , not including pre-awarded

contracts or contracts pending commercial or financial agreements for an approximate amount of EUR 2,670 million.

Clients in countries outside of Spain accounted for 86% of the Order Book’s accounts. Clients from the public sector

accounted for 86% of the total Order Book, with our Companies representing 3% and private customers representing

11% .

Within the EUR 2,670 million was the contract to design and build the track infrastructure for the high-speed railway

project HS2 in the UK, included in Order Book in January 2025. The project, awarded by the joint venture formed by

Ferrovial and BAM, includes the entire 140-mile route in three sections, from Old Oak Common in London to

Birmingham Curzon Street station. The contract is valued at approximately EUR 1 billion for Ferrovial. It also

includes the Anillo Vial Periferico construction contract, for approximately EUR 800 million, related to the Anillo

Vial Periferico concession contract, in which we, through our subsidiary Cintra, hold a 35% stake (for more

information see “Item 4. Information on the Company—A. History and Development of the Company—2. Current

investments.”

Ferrovial Construction’s Order Book was EUR 15.6 billion as of December 31, 2023 (not including pre-awarded

co ntracts or contracts pending commercial or financial agreements for an amount of EUR 1.9 billion, mainly related to

contracts at Budimex), with clients in countries outside of Spain accounting for 82% of the Order Book’s accounts.

Clients from the public sector accounted for 82% of the total Order Book, with our Companies representing 5% and

private customers representing 13%.

Generally, our Construction Business Division operates through design and construction agreements whereby we

assume obligations to design and construct infrastructure. We generally enter into those agreements by virtue of our

successful participation in public and private procurements.

Activities

A brief description of the Construction Business Divisions’ main companies is as follows:

Ferrovial Construction

Ferrovial Construction is the company that heads the Construction Business Division in the Spanish market and

participates in all areas of construction, including civil works and building and industrial works, both in Spain and

internationally through other companies within the Business Division. Within the context of civil works, the Business

Division’s largest segment, it designs and builds all types of infrastructures, including roads, railways, hydraulic

works, maritime works, hydroelectric works, and industrial projects. Ferrovial Construction’s building activities also

include the construction of non-residential buildings (including airports, sports facilities, health centers, schools and

cultural buildings, shopping and leisure centers, museums, hotels, building refurbishment projects, offices, factories,

and industrial warehouses) and residential construction. Additionally, Ferrovial Construction, through Cadagua,

provides engineering and construction services of water treatment plants, mainly in seawater desalination plants, but

also in sewage treatment, water purification, and waste management plants.

Budimex

Budimex, a company founded in 1968, has been listed on the Warsaw stock exchange since 1995. It is the leading

construction company in Poland in terms of revenue (based on the data from the “Polish Construction Companies

2022” report from Deloitte). Our stake in Budimex as of December 31, 2024 was 50.1 %.

Budimex has been traditionally focused on the construction of civil works (such as roads, highways, railways, airports,

and bridges), industrial construction, residential buildings, and non-residential building, which aligns with the overall

operational split of the Construction Business Division. Over the last few years, Budimex has systematically

diversified its activities, both by seeking and acquiring projects other than roads and by participating in new activities

such as public-private partnerships and infrastructure and facilities management. Budimex is currently a key player in

the infrastructure market (road and rail) and general construction market in Poland. As a general contractor, the

company offers construction services in the following infrastructure sectors: roads, railways, airports, general

construction, energy, industrial and environmental construction. In recent years, the company has increased its

exposure to the prospective hydro and military markets. General construction within the Budimex Group has also

undergone a transformation demonstrated by the reduction of exposure to the real estate market. Instead, the company

has focused on specialized construction and areas of the market that can be characterized by capital inflows related to

local government investments and private investments by foreign companies. Budimex is also involved in the facility

management, specifically real estate and infrastructure facility services, and waste management sectors through

FBSerwis. On November 7, 2024, Budimex informed of its decision to start the process of reviewing strategic options

in relation to FBSerwis, analyzing scenarios covering, among others search for a significant investor or investors for

FBSerwis (both minority and majority), concluding a strategic alliance with another entity, introducing the selected

company to the Warsaw Stock Exchange (IPO). Moreover, Budimex plans to analyze the possibility of FBSerwis

group activity diversification. The above list of scenarios is not exhaustive and other scenarios not listed above can be

also considered if they appear as a result of the review. We expect the completion of this process by the last quarter of

2025. The result of the process may also be a decision to adopt a new strategy for FBSerwis within Budimex.

The company’s strategic plans include expansion of its construction activities into neighboring countries, taking a

decision regarding the new strategy for FB Serwis, as explained above, and participation in Poland’s energy

transformation (investments in renewable energy generation assets through the joint venture BXF Energia).

Webber

Webber specializes in the construction of infrastructure works, such as roads, highways, bridges, and airport runways.

In 2018, it became the leading transport infrastructure company in the State of Texas, United States, according to

Engineering News Record (“ENR”) magazine. In 2016, Webber acquired Pepper Lawson Construction, a specialized

company in water infrastructure, enhancing the capabilities and resources of Webber in this segment. It also provides

operations and maintenance solutions for critical infrastructure assets. Webber is one of the leading transportation-

focused contractors in Texas (based on the 2022 data from ENR Texas & Louisiana report), and in the last few years,

it has expanded operations into other U.S. states, including Virginia, Georgia, North Carolina, and Florida.

4.B.3.3.4 Energy Business Division

The Energy Division is mainly focused in providing innovative solutions for the promotion, development, investment,

construction, financing and operation of renewable energy generation, storage and transmission infrastructures.

In addition, there are multiple entities promoting measures to reduce energy consumption and improve energy

efficiency, leading to have a business line dedicated to supporting public and private clients in meeting their

environmental and economic objectives.

The Division is present mainly in five geographical areas, in line with Ferrovials global positioning: the United States,

Spain, Poland, Chile and Australia.

The Group has two transmission lines already operational in Chile, and another under construction and another in early

stages of development.The Group also has an operational photovoltaic solar plant in Spain with a total capacity of 50

MWp.

Investments / Main Assets

In Chile, the Energy Division has two transmission line assets in operation across the country (Transchile and

Centella ) and currently another transmission line under construction (Tap Mauro). In January 2025, we were officially

awarded with a group of works, which includes a concession contract for the development, construction, and

exploitation of a new transmission line (2x154kV Tinguiririca – Santa Cruz), that should start commercial operation in

2030, and the construction of five expansion works for the grid.

In Spain, the Energy Division has a 50 MWdc photovoltaic plant in operation, located in Seville, as well as a pipeline

of generation projects in their early stages of development.

Additionally, during 2024 we won, among other projects, the following in Spain:

▪ In November 2023 we signed with Red Eléctrica (Redeia) a “Framework Agreement of refurbishment and

Assembly of Substations” starting in March 2024 for a period of three years in the following areas: North,

Northeast, East, Central and Canary Islands.

▪ On January 31, 2024, we were awarded the contract for the construction of two solar photovoltaic plants with

an aggregated capacity of 62 MWp in Soria (Spain). We will execute this project on a turnkey basis and the

scope of the work includes the design and construction of the plants, as well as its operation and maintenance

during the first two years. The plant’s delivery is scheduled for 2025 and expected to have an estimated

annual production of 114 GWh.

▪ In June 2024, we were awarded the contract to upgrade and operate for a period of 15 years the street lighting

infrastructure of the Municipality of Santa Pola, in eastern Spain, through a joint venture with Iberdrola.

▪ In August 28, 2024, we were awarded by Aquila Clean Energy the contract to build on a BOP modality 8

wind farms located in the provinces of Granada and Almería with a total capacity of 265 MW, as well as the

corresponding evacuation infrastructure (consisting of two 220/30 kV substations, one 400/220 kV

substation, two 220 kV evacuation lines and one 400 kV line). The project has an envisaged execution period

of two years and a total estimated cost of EUR 82 million.

▪ On October 28, 2024, we were awarded the construction of a solar photovoltaic plant with a capacity of

18MWp in Valladolid (Spain). We will execute this project on a turnkey basis and the scope of the work

includes the design, the construction, and the commissioning of the plant, as well as its operation and

maintenance during the first two years. The plant delivery is scheduled for 2025 and is expected to have an

estimated production of 37GWh per year.

▪ On December 2024, we were awarded the construction of a solar photovoltaic plant with a capacity of

95MWp in Murcia (Spain). We will execute this project on a turnkey basis and the scope of the work includes

the design, the construction and the commissioning of the plant. The plant delivery is scheduled for 2026.

In the United States, we acquired a project for the construction and operation of a 257 Mwdc photovoltaic plant in

Texas in the first half of 2024 for USD 14.08 million (EUR 13.04 million). The group plans to invest US D 72 million

(approximately EUR 67 million) in t he development of this project. This asset, currently under construction, is

expected to start operations in 2026. For more information, see Item 4. Information on the Company—A. History and

Development of the Company —1. Summary of Historical Investments and Divestments —7. Acquisition of Misae

Solar IV, LLC .

In Poland, through a JV (BxF Energia) together with Budimex, a project was acquired for the construction and

operation of a 60MWdc photovoltaic plant in the first half of 2024 for PLN 89.4 million (EUR 20.5 million) . This

asset, currently under construction, is expected to start operations in 2025. (See “Item 4. Information on the Company

—A. History and Development of the Company —1. Summary of Historical Investments and Divestments —4.

Acquisition of Developres Zielona Energia sp. z o.o.”) .

Inception

The Energy Business Division was set up in January 2024, when Ferrovial announced the reorganization of all energy

business activities present across the Group into a single organizational unit with unified direction, intended to align

strategies and maximize any benefits arising from the synergies among them.

Customers and Type of Contracts

Within the Energy Business Division, our main customers and type of contracts vary depending on the market

dynamics of each business line of the Division and the specific underlying service or asset.

For our electricity generation and storage activity, we acquire or promote and develop our own energy assets. The

energy generated by our assets will be sold through a long term off-take agreement -for example a Power Purchase

Agreement (PPA) at an agreed price with an off-taker requiring large amounts of electricity-, or alternatively selling

the produced energy in the wholesale market in accordance with the applicable electric sector regulations.

Our transmission lines are freehold assets awarded by governmental authorities—for example, the Chilean Ministry of

Energy—following our successful participation in a competitive bidding process. These assets are not subject to

demand risk (i.e., financial risk that we will be unable to sell our services) since they are subject to availability

payment, a means to compensate private parties for designing, constructing, operating and maintaining a facility,

codified pursuant to Chile’s General Law of Electric Services and the Adjudication Decree (administrative act issued

by the Ministry of Chile). Although we enter into underlying agreements with the appropriate governmental

authorities, the direct recipients of the services provided by our transmission lines assets managed under our energy

infrastructure are electricity generation and distribution companies.

Our EPC activity operates through engineering, procurement and construction agreements whereby we assume

obligations to design, procure and construct energy infrastructures. We generally enter into those agreements by virtue

of our successful participation in public and private procurements.

Activities

Our activities include:

▪ The development, acquisition, finance, and operation of renewable generation, storage and transmission line

infrastructures.

▪ The construction of renewable generation, storage and transmission lines infrastructure.

▪ Provision of Energy Efficiency solutions for public and private clients.

In a sector subject to constant change, we intend to use, together with our own resources, our participation in industrial

ecosystems to develop and invest in technologies that enable growth in profitable businesses. The Energy Business

Division’s activity focus on selected preferred geographies: the U.S., Spain, Poland, Chile and Australia.

The Energy Business Division is an active part of our ESG strategy, with the focus on the fight against climate change

and the decarbonization of the economy, in line with the Horizon 24 Strategic Plan. For more information on our ESG

actions, see “ —13. Environmental and ESG / Sustainability / Health and safety.”

4.B.3.3.5 Other

We generally use the “other” category to reflect results for companies not assigned to any Business Division, the most

significant being Ferrovial SE, the Group’s parent company, as well as the new business line Ferrovial Digital

Infrastructure and some minor subsidiaries, including the mobility business and remaining services businesses, (i.e. the

Chilean mining services and the waste management plants in the United Kingdom).

Ferrovial Digital Infrastructure

In 2024, we created a new business line, Ferrovial Digital Infrastructure, with the target of identifying investment

opportunities to develop high-value projects in the data center market.

Services and Mobility Businesses

Between 2017 and 2023, our Mobility subdivision operated Car Sharing Mobility Services, S.L. (“Zity”), an electric

car-sharing company operating, directly or through subsidiaries, in Madrid, Paris, Lyon, and Milan with a fleet of

approximately 1,500 electric vehicles. We had a 50.0% stake in this project, developed jointly with manufacturer the

Renault Group. On December 20, 2023, we completed the sale of our stake in Zity to focus on activities linked to the

development and management of sustainable infrastructures. For further details on this divestment, see “ Item 4.

Information on the Company—A. History and Development of the Company—1. Summary of Historical Investments

and Divestments—7. Divestment of Car Sharing Mobility Services, S.L. (Zity).” Within the Mobility subdivision, we

also have a minority stake in Inspiration Mobility, which is a North American company investing in the electric

vehicle sector, both in cars and associated charging structures.

We also manage circular economy (i.e., a production and consumption model that incentivizes the sharing, leasing,

reutilizing, repairing, renewing, and recycling of already-existing raw materials and products throughout their life

cycle) activities. We have four municipal solid waste management centers in the United Kingdom, located in

Yorkshire, Milton Keynes, Cambridge, and Isle of Wight. Each of them is largely (Cambridge) or exclusively (other

three locations) associated with a concession contract with different local authorities. Together, they have capacity to

treat some 800,000 tons per year.

Finally, in Chile, our activity includes providing services to large-scale copper mining, such as maintenance, hoisting,

or management of the electrical loop.

Inception

As part of our partial reorganization of our Business Divisions mentioned in “ A. History and Development of the

Company—1. History of the Company” resulting in the Energy Business Division, the mobility business line and

remaining services businesses, (i.e. the Chilean mining services and the waste management plants in the United

Kingdom), which were until then part of the former Energy Infrastructure and Mobility Business Division, are

separately managed outside of the scope of our Business Divisions and reported as “Other” (see further explanation in

“ 4. Information on the Company —B.Business overview —1. Overview”) .

Customers and Type of Contracts

In the case of our waste management plants our main customers are local authorities. Our main customers with respect

to the services we provide to the Chilean mining industry are large copper producers including Codelco, BHP Billiton

and Antofagasta Minerals.

Most of our waste management activities in United Kingdom occur under four concession contracts with different

local authorities, which regulate both the plants’ construction and subsequent operations. These concession contracts

are expected to expire between 2026 and 2043. Finally, our services to the Chilean mining industry are governed by

services contracts entered into with the relevant services’ recipient and usually last between 3 and 5 years.

Activities

Our activities include:

▪ The operation of waste management plants in the United Kingdom; and

▪ The management of our outstanding services businesses, mainly providing services to the mining industry in

Chile.

4.B.3.3.6 Discontinued Operations (Services)

In 2018, following completion of a strategic review process, we decided to classify the Services Business Division as

discontinued operations. We concluded the divestment process in 2022.

As discussed in “Item 4. Information on the Company—A. History and Development of the Company—1. History of

the Company” we have retained the United Kingdom waste management business and the services activity in Chile as

part of our former Energy Infrastructure and Mobility Business Division. Since January 2024, these businesses are

reported as “Other”.

On June 28, 2024, we completed the sale of our 24.8% stake in Grupo Serveo to its majority shareholder, Portobello

Capital. See “Item 4. Information on the Company—A. History and Development of the Company—1. Summary of

Historical Investments and Divestments—4. Divestment of 24.8% stake in Serveo.” We had originally acquired this

stake upon completion of the sale our Spanish infrastructure services business to Portobello Capital for approximately

EUR 175 million after price adjustment on January 31, 2022 (see “ Item 4. Information on the Company—A. History

and Development of the Company—1. Summary of Historical Investments and Divestments——15. Divestment of

Infrastructure Services Business in Spain ”), This transaction culminates our divestment of the services business in

Spain as part of our strategy to focus on our core business—the development and operation of sustainable

infrastructure.

4.B.4 Seasonality

For a discussion of seasonality, see “ Item 5. Operating and Financial Review and Prospects—A. Operating Results—

2. Material Factors Affecting Results of Operations—5. Seasonality. ”

4.B.5 Sources and Availability of Raw Materials

For a discussion of sources and availability of raw materials, see “ —3. Group Overview—3. Our Business Divisions—

3. Construction Business Division” and “Item 5. Operating and Financial Review and Prospects—A. Operating

Results—2. Material Factors Affecting Results of Operations—1. Inflationary pressures and energy and commodity

prices. ”

4.B.6 Research and Development

I nnovation is an important element to improving existing business models and exploring new ways of adding value,

and is one of the key priorities for our Horizon 24 Strategic Plan. We expect to continue increasing our digital and

innovation ratios and supporting the transformation of our Business Divisions and physical infrastructures through

Digital Horizon 24, the innovation and digitization program of the Horizon 24 Strategic Plan. Digital Horizon 24

entails the improvement of our risk management, efficiency, customer-focused competitiveness, differentiation, and

diversification processes, as well as growth in new areas.

To ensure sustainable impact, we have established a new innovation strategy (2022-2024) focused on generating

impact in the following areas: (i) competitive advantages, (ii) transformation, and (iii) diversification and growth.

▪ Competitive advantages. We invest to develop new products and processes that generate a higher quality of

service to our customers. For example, in 2022, we launched INFRAVERSE, an initiative for the efficient

use of the technologies that make up the metaverse, to improve construction and operation processes to

better respond to customer needs.

▪ Business transformation. Managed by our centers of excellence, which are focused on three critical areas: (i)

mobility and digital infrast ructure, (ii) asset management, and (iii) energy and sustainability, the latter of

which we launched in 2022 to directly support our energy infrastructure development activities. In paral lel,

we also promote the industrialization of the entire construction process by synchronizing the production and

assembly of components through supply chain and logistics planning.

▪ Diversification and growth. We have launched new adjacent businesses under the venture building process

created in 2022 to develop and launch business ideas. We expect to create new products and services under

this initiative that will increase the value generated for our clients and enable new digital channels and

additional sources of income.

We promote our open innovation ecosystem and alliance network through relationships with universities and research

centers, startups and venture capital funds, public innovation agencies responsible for setting industrial policy, and

with other large corporations. Particularly relevant is the research collaboration with the Massachusetts Institute of

Technology (MIT), through MIT’s energy initiative, renewed in 2021 for a third five-year period, and through the MIT

Mobility Initiative, which we joined in 2021 as a founding member. We have also established a 5-year strategic

partnership agreement with Microsoft to cooperate in developing solutions to reimagine sustainable construction,

infrastructures, and mobility of the future. The Toll Roads Business Division has also historically collaborated with

top academic research centers in the U.S. including Stanford, Cornell, The University of Texas, and Texas A&M. As

an example, we have recently signed two master research agreements with Georgia Tech and the Texas Transportation

Institute to develop research projects.

We also work in the development of tools, applications and initiatives that are useful to us and our Business Divisions:

▪ We developed ATLAS, a new digital tool that centralizes IT and innovation initiatives, in 2022. Digitizing

and unifying management provides considerable benefits, such as the homogeneity of processes, having a

single source of information, transparent collaboration between teams, and integration with other digital

tools. ATLAS also enables the implementation of a governance model that ensures constant communication

and exchange of information between the portfolio department and the business lines, facilitating the

monitoring of initiatives and strategic, operational, and budgetary decision-making related to our investment

in IT and innovation.

▪ The Toll Roads Business Division developed the Nextpass app, which allows payment on toll roads across

several states.

The Energy Business Division launched our Monitoring and Control Center, which encompasses operation and

maintenance activities related to electricity generation assets and transmission lines and enables the monitoring of the

electricity systems (generation facilities and transmission lines) in the markets in which we operate.

4.B.7 Intellectual Property

We implement intellectual property (“IP”) protection policies and procedures. The measures we take to protect our IP

include the registration of trademarks and Internet domain names to protect our interests, as appropriate. In addition,

we protect our IP assets through patents and utility models. We have more than 50 patents and utility models.

However, we believe that none of the referred patents and utility models are key or material elements in our Business

Divisions.

In order to protect our IP, our relevant policies and procedures on this field apply to all subsidiaries, which are

required, among others, to (i) proceed with an early registration of trademarks and Internet domain names whenever it

is expected that we enter a new industry or commence activities in a new country and (ii) properly define the relevant

products and services to ensure an adequate protection of our trademarks.

We developed, and continuously improve, applications and systems that are crucial to efficiently run our Business

Divisions: for example, the InSite System for the Construction Business Division, the Managed Lanes (BOS system)

for the Toll Roads Business Division, and the Asset Management Platform for all Business Divisions.

4.B.8 Market and Competitive Environment

The markets and geographies where we operate are numerous and the competitive environment depends on the activity

and the countries in which we perform each activity. We have numerous competitors. The extent of our competition

varies depending on particular markets and geographic areas and is influenced by the type and scope of a particular

project.

A summary of our main competitors, differentiating between infrastructure and other contracts, is set out below.

4.B.8.1 Concessions in infrastructure projects

For concessions in infrastructure projects, our main competitors are international developers and infrastructure funds.

Such funds typically raise money from different types of investors, such as pension funds or insurance companies

interested in investing in long term projects linked to inflation. In addition, we face competition from listed companies

vying for concessions projects and from big construction groups interested in investing in the equity of our concession

companies and building the projects for the concession company.

The main competitive factors in this industry include: (i) financing capacity in order to inject equity in projects and

being able to close financial agreements with banks or other financial institutions in order to finance the required

investments, (ii) technical skills to design better solutions to cover clients’ needs in terms of, for example, traffic

management and environmental impact, (iii) expected returns on projects, (iv) technical skill in operating the

infrastructure, including, for example, electronic tolling systems or infrastructure maintenance and (v) the use of data

analytics and artificial intelligence to produce self improving pricing algorithms.

4.B.8.2 Construction contracts

For construction contracts our main competitors are big or medium size construction companies; in some cases, these

are global players in terms of geography, but, mainly, they are local or regional players with different types of skills

and, in some cases, specialized by type of work.

The main competitive factors in the industry include: (i) availability of qualified, skilled, and/or licensed personnel, (ii)

reputation for quality and technical expertise as well as design capabilites, (iii) cost structure and the ability to control

project costs, (iv) price, (v) geographic diversity, (vi) experience in specialized markets, and (vii) financial robustness

in terms of solvency and liquidity.

We believe we are well-positioned to compete in our markets because of our reputation, our technical experience in

the design of feasible solutions for our clients, our cost effectiveness, our employee expertise, and our broad range of

services. Furthermore, we believe our size, technical capabilities, and geographic presence places us in a strong market

position.

4.B.9 Regulatory Environment

We must comply with specific regulations in the sector in which we carry out our activities and operations.

Additionally, in the countries where we operate, there are local, regional, national, and EU bodies that regulate our

activities and establish applicable environmental regulations.

4.B.9.1 Tolls roads

United States

The United States follows a PPP approach (long term agreements between the government and a private partner

whereby the private partner delivers and funds public services using a capital asset and sharing the associated risks) to

toll road construction and operations.

Federal, state, and local laws regulate PPP procurement: (i) at a federal level, through (a) environmental obligations

imposed by the National Environmental Policy Act and the Comprehensive Environmental Response, Compensation,

and Liability Act, (b) anti-corruption and anti-money laundering obligations and, among others, (c) foreign investment

regulations dictated by the Committee on Foreign Investment in the United States (“CFIUS”), and (ii) at a state or

local level, by PPP-enabling state and local laws and regulations, which cover the statutory framework under which

states have general or limited authority to procure and to enter into a PPP contract with a private party for the

development of highway transportation infrastructure projects.

United Kingdom

In UK, private investment into government funded projects including the construction of roads has been by way of

Public Private Partnership (PPP). The UK does not have a PPP law or PPP specific procurement regulations. PPP

projects are procured under Public Contracts Regulations 2015, and other regulations such as the Procurement

Regulations 2015 and the Concession Contracts Regulations 2016, which are based on EU procurement regulations.

The Procurement Act 2015 will be soon replaced by the Procurement Act 2023, that is due to become effective on 24

February 2025. National Highways (formerly Highways England) is the government-owned company responsible for

operating, maintaining and improving England’s motorways and major A-roads, the Strategic Road Network (SRN).

Transport for London (TfL) is a local government body responsible for most of the transport network in London,

United Kingdom.

Canada

Case law on procurements generally, as well as public sector statutes, directives, and policies applicable to PPPs apply

to our toll roads projects in Canada.

Each Canadian province also has its own health and safety legislation and applicable environmental impact

assessment. For example, in Ontario, the Occupational Health and Safety Act applies to toll roads. The Ministry of

Labour, Immigration, Training and Skills Development administers the applicable health and safety legislation,

including enforcement of legislative requirements. In that role, Ministry inspectors may inspect workplaces, issue

orders where there is a contravention of the legislation, investigate accidents, and recommend prosecutions.

Environmental Assessments conducted pursuant to the Environmental Assessment Act (EAA) are under the

jurisdiction of the Ministry of Environment Conservation and Parks (MECP).

Australia

In Australia, the following laws and regulations apply to toll roads, among others: (i) the National PPP Policy

Framework, which sets out the processes authorities are to follow in all stages of PPPs, (ii) the Competition and

Consumer Act 2010, (iii) the Foreign Acquisitions and Takeovers Act 1975, (iv) environmental regulations, and (v)

workplace health and safety laws.

The Australian government has a centralized PPP authority associated to the Treasury Department, although it

cooperates with regional and local governments in the procurement of projects.

Spain

The following laws and regulations apply to toll roads projects in Spain: (i) Public Sector Contracts’ Act of 2017

( Ley 9/2017, de 8 de noviembre, de Contratos del Sector Público ), (ii) Motorways Act of 1972 ( Ley 8/1972, de 10 de

mayo, de construcción, conservación y explotación de autopistas en régimen de concesión ), (iii) the Regulation on

General Terms and Conditions for the Construction, Operation and Maintenance of Motorways ( Decreto

215/1973, de 25 de enero, por el que se aprueba el pliego de cláusulas generales para la construcción, conservación y

explotación de autopistas en regimen de concesión ), (iv) Compulsory Acquisition of Land Act of 1954 ( Ley de 16 de

diciembre de 1954 sobre expropiación forzosa ), and (v) the Environmental Assessment Act of 2013 ( Ley 21/2013, de

9 de diciembre, de evaluación medioambiental ).

The Department of Roads of the Ministry of Transport is the responsible entity for projects related to the national

network of roads. The relevant Department of Transport of an autonomous community ( comunidad autonóma ) is the

responsible entity for projects related to the roads of an autonomous community.

Portugal

The following laws and regulations apply to toll roads projects in Portugal: (i) the Public Contracts’ Code ( Código dos

Contratos Públicos ), (ii) the National Road Network Act of 2015 (Estatuto das Estradas da Rede Rodoviária

Nacional ), (iii) the Highway User’s Act of 2007 ( Lei dos Direitos nas Vias Rodoviárias Classificadas como Auto-

estradas Concessionadas, Itinerários Principais e Itinerários Complementares ), (iv) the Compulsory Acquisition of

Land Code of 1999 ( Código das Expropriações ), and (v) the Environmental Assessment Act of 2013 ( Regime Jurídico

de Avaliação de Impacte Ambiental ). Projects related to the roads of an autonomous community may be subject to

specific regional regulation. For example, in Azores, the Regional Road Network Act of 2003 ( Estatuto das Vias de

Comunicação Terrestre na Região Autónoma dos Açores ) applies toll roads projects.

The Secretary of State for Infrastructure and the Secretary of State for Finances are the responsible entities for projects

related to toll roads in Portugal.

Following completion of the sale of our stake in the Euroscut Azores to infrastructure funds Horizon Equity Partners

and RiverRock on December 28, 2023, we no longer hold an interest in any toll road concessions in Portugal, although

we continue to render managerial services to the Norte Litoral , Via do Infante (Algarve) and Euroscut Azores toll

roads through the relevant services’ contracts.

Ireland

The following laws and regulations apply to toll road projects, which are procured as PPPs, in Ireland: (i) the State

Authorities (Public Private Partnership Arrangements) Act of 2002, (ii) the Roads Act of 1993, as amended, and (iii)

the Safety, Health and Welfare at Work Act of 2005.

Transport Infrastructure Ireland is the public entity responsible for managing the procurement process of national road

schemes in Ireland.

Slovakia

The following laws and regulations apply to toll road projects, which are procured as PPPs, in Slovakia:

(i) Public Procurement Act (Act No. 343/2015 Coll.), (ii) Building Act (Act No. 50/1976 Coll., to be shortly replaced

by Act No. 201/2022 Coll.), (iii) the EIA Act (Act No. 24/2006 Coll.), (iv) the Act on Safety and Protection of Health

at Work (Act No. 124/2006 Coll.), (v) the Regulation of Slovak Government on Minimum Safety Requirements (Act

No. 391/2006 Coll.), (vi) the Slovak Constitution, (vii) the Expropriation Act (Act No. 282/2015 Coll.), and (viii) the

Special Acceleration Acts (Act No. 129/1996 Coll. and Act No. 669/2007 Coll.).

The Ministry of Transport and/or the National Highway Company procure for new PPP road projects in collaboration

with (i) the Ministry of Finance, (ii) the Slovak Government, and (iii) the Slovak Public Procurement Office.

Colombia

Colombia also regulates toll road projects as PPPs. The following laws and regulations apply to toll road projects in

Colombia: (i) Law 80 of 1993 on public procurement law ( Ley 80 de 1993 por la cual se expide el Estatuto General de

Contratación de la Administración Pública ), (ii) Law 1508 of 2012 ( Ley 1508 de 2012 por la cual se establece el

regimen jurídico de las Asociaciones Público Privadas ), Decree 1467 of 2012 ( Decreto 1467 de 2012 por el cual se

reglamenta la Ley 1508 de 2012 ), and Decree 0100 of 2013 ( Decreto 0100 de 2013 por el cual se modifica el Decreto

1467 de 2012 ) on PPPs, (iii) Decree 1079 of 2015 on the transport sector ( Decreto 1079 de 2015 por medio del cual se

expide el Decreto Único Reglamentario del Sector Transporte ) and (iv) Decree 1076 of 2015 on environmental

licenses which are to be granted by the National Environmental Licensing Authority ( Decreto 1076 de 2015 por medio

del cual se expide el Decreto Único Reglamentario del Sector Ambiente y Desarrollo Sostenible ).

The public authorities involved in the toll roads’ procurement are the Ministries of Transport and Finance and the

National Infrastructure Agency.

India

The following laws and regulations apply to toll road projects in India: (i) procurement regulations at both at a national

level, such as (a) the National Highways Authority of India Act of 1988 and (b) the National Highways Act of 1956,

and at a state level, such as specific regulations pursuant to which state regulators may develop roads in their region

(for example, the Uttar Pradesh Expressways Industrial Development Authority, set up under the Uttar Pradesh

Industrial Area Development Act of 1976), (ii) labor and environmental laws, including (a) the Code on Social

Security of 2020, (b) the Occupational Safety, Health & Working Conditions Code of 2020, and (c) the Environmental

Protection Act of 1986, as well as (iii) foreign investment regulations, including (a) the Foreign Exchange

Management Act of 1999, (b) the Securities and Exchange Board of India Act of 1992, and (c) the Competition Act of

2002.

The National Highways Authority of India is the responsible entity for national highway projects in India.

4.B.9.2 Airports

United States

Generally applicable civil and commercial laws and regulations, federal, state, and municipal regulations on

transportation, labor matters, construction activities, environmental matters, state contract law, and permitting, among

others, apply to our NTO project. There are also various miscellaneous federal laws that apply to and frame the

activities of NTO at JFK, including those related to civil rights, anti-discrimination, the environment, and other

relevant matters (such as anti-money laundering, corruption, and similar matters).

In addition, since the activities of the project company relate to airport activities, federal agencies such as the FAA,

Transportation Security Administration (“TSA”) and CFIUS have overview powers over the investments we make,

our ongoing operations, and other relevant operational and regulatory matters. Furthermore, due to the anticipated

construction activities of the project company, the project requires federal National Environmental Policy Act

(“NEPA”) (or environmental) approval in order to proceed. NTO must also comply with a number of airport

regulations, which include the Port Authority of New York and New Jersey’s Airport Rules and Regulations (which

regulate operations at the JFK), as well as the Federal Aviation Regulations (“FARs”) prescribed by the FAA, which

govern aviation activities in the United States.

Title 14 of the Code of Federal Regulations (“CFR”) codified The FAA’s FARs and regulates aircraft design and

maintenance, airline flights, pilot training activities, and commercial space operations. The FAA also regulates

certifications and operation of airports, investigation procedures, air and water regulation, soil erosion, programs and

project grants’ applications, noise compatibility planning, and noise and access restrictions.

The NEPA is also relevant for environmental compliance.

In addition, we collaborate with TSA to comply with its regulations to facilitate security screening of passengers, U.S.

Customs & Border Protection, and other security activities at the airport.

In the event that we access the capital markets to raise any debt incurred to finance the project, federal and state

securities laws related to the issuance of securities, including, without limitation, the Securities Act (and jurisprudence

related thereto, including in respect of 10b-5 liability), will apply. Lastly, the operations of any such project/asset

implicate both state and federal tax laws.

Turkey

The main regulations governing the activities of the Dalaman airport include those relating to the concession and

operation of the Dalaman airport terminals, such as (i) the Turkish Civil Aviation Law No. 2920, (ii) the Terminal

Operation Services Instructions of the Turkish Directorate General of Civil Aviation, (iii) the Regulation on Opening

and Operating Permits of Sanitary Enterprises at Civil Airport Terminals, (iv) the Airport Terminal Operation

Instruction of the Turkish Directorate General of Civil Aviation, (v) the tariffs announced by General Directorate of

State Airports Authority of Turkey on airport charges, (vi) the Terminal Operation Services Directive, and (vii) the

Regulation on Building, Operation and Certification of Airports.

Other relevant regulations and certifications include (i) the Safety Management Regulation and related International

Civil Aviation Organization publications, such as the International Civil Aviation Organization Annex 19 on Safety

Management Systems, International Civil Aviation Organization Document 9859 (Safety Management Guide) and

Safety Management Systems Operation Instruction (safety and security requirements), (ii) the Occupational Health

and Safety Law No. 6331 and OHSAS 18001:2007 certificate (health and safety requirements), (iii) the Turkish

Environmental Law No. 2872, ISO 14001:2015 certificate, Regulation on Environmental Permit and License, as well

as sector-connected regulations on air quality, water quality and waste management (environmental requirements), and

(iv) the Security Services Administration and Organization Instruction of the Turkish Directorate General of Civil

Aviation (SHT-17.3), on Homeland security, (v) the general protocol dated October 26, 2017 between the Ministry of

Transportation and the General Staff of Republic of Turkey, regarding civil aviation operators’ use of military bases,

and (vi) the protocol dated October 25, 2017 between the general Directorate of State Airports Authority of Turkey

Dalaman airport General Directorate and the Dalaman Air Base Command and the Dalaman Naval Air Base

Command regarding the joint use of the Dalaman airport (homeland security requirements in connection with military

use of the airport).

The main public authorities/entities with regulatory and supervisory powers on airport activities in Turkey are (i) the

Ministry of Transportation and Infrastructure of Turkey, (ii) the General Directorate of State Airports Authority of

Turkey, and (iii) the Turkish Directorate General of Civil Aviation.

Qatar

The laws and regulations applicable to companies operating in the aeronautical sector in Qatar apply to FMM. Apart

from generally applicable civil and commercial laws and regulations, the following rules and protocols apply to FMM

operations: (i) Labor Law no. 14 of 2004 with all its applicable and related regulations, including but not limited to

health, welfare, safety, accommodation regulations, sponsorship law and related regulations, (ii) Income Tax Law no.

24 of 2018, (iii) Privacy and Data Protection of Personal Data Law no. 13 of 2016, (iv) Ministerial Resolution No. (16)

of 2018 Concerning waste transportation controls and the means to be followed in the process of disposal, (v) Minister

of Municipality Decision No. (143) of 2022 Regulations for the use of plastic bags, (vi) Doha airport Operating Rules,

Safety and Security Procedures, and (viii) Cleaning and Sanitation Standards QTR-CNT-STD-010.

The main public authorities/entities with regulatory and supervisory powers on airport activities in Qatar are (i) the

Ministry of Commerce and Industry, (ii) the Ministry of Labor, (iii) the Ministry of Finance, and (iv) the Ministry of

Environment and Climate Change.

4.B.9.3 Construction

United States

The Federal Acquisition Regulations serve as the primary regulatory code with respect to U.S. federal agencies

acquiring services and supplies. Construction projects must also comply with (i) federal safety and health legislation,

such as the Occupational Safety and Health Act of 1970 (“OSHA”), enforced by the Occupational Health and Safety

Administration, (ii) other federal requirements regarding human health and environment enforced by the U.S.

Environmental Protection Agency (“EPA”), and (iii) other federal and state labor regulations, including regulations in

the fields of health and safety, employee wages and benefits, anti- discrimination and subcontracting. In addition to the

aforementioned OSHA, EPA, and labor regulations, most states also enact safety regulations, and there are further

regulations at the regional and local levels. Some states also require a variety of construction licenses in connection

with the carrying out of certain projects.

United Kingdom

The main regulations governing construction services in the United Kingdom include: (i) health and safety regulations,

such as (a) the Health and Safety at Work etc. Act 1974 (“HSWA”) and its subordinate regulations and (b) the

Construction (Design and Management) Regulations 2015, (ii) environment regulations, including (a) the Clean Air

Act 1993 and (b) the Climate Change Act 2008, (iii) water quality regulations, including the Water Resources Act

1991 and related acts and regulations, (iv) waste management regulations, with a wide range of legislation controlling

the generation, transportation, and disposal of waste, and (v) labor legislation, which governs labor rights, including,

among others, (a) the Employment Right Act 1996 (“ERA”), (b) the Equality Act 2010, (c) the Employment Relations

Act 1999, and (d) the Working Time Regulations 1998 (“WTR”) and National Minimum Wage Act 1998 (“NWM”).

The Health and Safety Executive (“HSE”), an agency with extensive enforcement powers, oversees compliance with

the HSWA. There are several licenses and consents that a contractor may be required to obtain to carry out

construction work. For example, work that involves asbestos requires a license from the HSE. In addition, the HSE

also receives pre-work commencement notifications in connection with certain construction projects as set forth in the

Construction (Design and Management) Regulations 2015.

The Environment Agency is responsible for enforcing laws that protect the environment and issuing environmental

permits and exemptions.

Canada

Canada is a federal state, with law-making authority divided among the federal government and the governments of

each Canadian province. Laws at both levels govern Ferrovial Construction’s projects. The laws and regulations

applicable to our construction projects in Canada include: (i) health and safety regulations, as regulated by the

provinces and territories, (ii) environmental regulations, such as (a) the Environmental Assessment Act, applicable in

each province and territory, (b) the Canadian Environmental Assessment Act, (c) the Canadian Environmental

Protection Act, (d) the Fisheries Act, (e) the Species at Risk Act, and (f) the Ontario Environmental Protection Act

(with respect to the latter, similar legislation exists in the other Canadian provinces), and (iii) water regulations, mainly

as regulated by the Canada Water Act, as well as a number of other federal and provincial or territorial statutes and

regulations, and (iv) labor regulations.

In the province of Ontario, where Ferrovial Construction’s activities are mostly located, the Occupational Health and

Safety Act establishes requirements aimed at preventing workplace injuries, occupational diseases and harassment in

the work place (similar laws exist in other provinces). Specific requirements, in addition to provincial laws, apply to

projects, or industries, regulated by the federal government. Other relevant labor legislation includes: at the federal

level, (i) the Canada Labour Code, (ii) the Employment Equity Act, and (iii) the Employment Standards Act. Workers’

compensation is regulated at the provincial and territorial level.

The permitting process is the main source of construction oversight. Professional and other licensing and permit

requirements vary widely in each province and territory in Canada. Provincial and municipal jurisdictions, and a

governmental agency in charge of a project could require additional qualifications in a request for proposal. This is a

highly detailed and regulated area of law that not only depends on the jurisdiction, but also on the nature of the project

being undertaken and the type of work being performed. Examples of licenses and permits that an engineer or

contractor may be required to obtain to carry out construction work include: (i) Engineering and Architect License, (ii)

General Contractor License, or (iii) Trade Contractor License. Most provinces, territories, and municipalities als o

require a variety of construction permits, such as building permits or plumbing permits.

Australia

The main regulations applicable to construction projects in Australia are (i) health and safety regulations, with regards

to which the Federal Government has effected regulations specific to each state and territory’s jurisdiction, (ii) water

regulations, including the State Acts and Regulations, (iii) waste regulations, with a wide range of legislation

controlling the generation, transportation, and disposal of waste, (iv) labor regulations, including (a) the Fair Work Act

2009, (b) Superannuation Guarantee law and (c) the Work Health and Safety Act 2011, (v) anti-harassment, bullying

and discrimination regulations, and (v) other specific regulations, such as the Security of Payment Legislation. The

permitting process is the main avenue for construction oversight in Australia. In general, non-residential construction

in each state or territory requires registration or licensing as a builder before construction work can be carried out.

Many governmental subdivisions in Australia have statutory bodies which monitor compliance with these licensing

and registration regimes. Other construction activities must also comply with specific regulations and licensing across

Australia: working at heights, working with asbestos, welding, conducting demolitions, conducting excavations, using

cranes, and using scaffolding. Furthermore, businesses operating in Australia are also required to have systems in

place certified to international standards and, for projects with federal funding, accredited by the Office of the Federal

Safety commissioner.

Poland

In Poland, the following regulations apply to construction services: each construction contract must comply with (i)

construction regulations, including (a) the Polish Civil Code, (b) the Building Act, and (c) the Zoning and

Development Act, (ii) health and safety regulations, (iii) labor regulations, including the Labor Law (Act of June 26,

1974) and its developing and implementing regulations, and (iii) environmental regulations, including (a) the

Environment Protection Act, (b) the Water Act, (c) the Waste Act, and (d) the Revitalization Act.

The main public authorities/entities with regulatory and supervisory powers on construction activities in Poland are,

with respect to environmental matters, the General Directorate for Environmental Protection and, with respect to

construction generally, the Ministry of Infrastructure.

Spain

The following laws and regulations govern a variety of aspects of the construction industry in Spain: (i) public

construction contracts, such as (a) the Spanish Civil Code (Código Civil), (b) the Spanish Building Act (Ley 38/1999,

de 5 de noviembre, de Ordenación de la Edificación), (c) for construction contracts entered into with public

authorities, the Spanish Public Sector Contracts Act (Ley 9/2017, de 8 de noviembre, de Contratos del Sector Público)

and the Law on the Administrative Procedure for Public Authorities (Ley 39/2015, de 1 de octubre, del Procedimiento

Administrativo Común de las Administraciones Públicas), (d) Law on the Prevention of Risks at Work, (Ley 31/1995,

de 8 de noviembre, de Prevención de Riesgos Laborales), (e) Law on Subcontracting within the Construction Sector

(Ley 32/2006, de 18 de octubre, reguladora de la subcontratación en el Sector de la Construcción), and (f) various

statutory regulations setting out other specific obligations, as well as (ii) health and safety, including (a) Decree Law

providing for minimum health and safety requirements applicable to construction works (Real Decreto 1627/1997, de

24 de octubre, por el que se establecen disposiciones mínimas de seguridad y de salud en las obras de construcción),

(b) Law governing outsourcing within the construction industry (Ley 32/2006, de 18 de octubre, reguladora de la

subcontratación en el Sector de la Construcción), and (c) Decree Law developing Article 24 of the on the Prevention

of Risks at Work (Real Decreto 171/2004, de 30 de enero, por el que se desarrolla el artículo 24 de la Ley 31/1995, de

8 de noviembre, de Prevención de Riesgos Laborales, en materia de coordinación de actividades empresariales), (iii)

land pollution, as governed by the Land Pollution Law (Ley 7/2022, de 8 de abril, de residuos y suelos contaminados

para una economía circular), (iv) air quality, as governed by the Air Quality Law (Ley 34/2007, de 15 de noviembre,

de calidad del aire y protección de la atmósfera), (v) water, as regulated by a variety of acts and regulations, (vi) waste

management, as regulated by a wide range of legislation imposing a “duty of care” in operators, (vi) labor, including

(a) Decree Law approving the Workers’ Statute Act (Real Decreto Legislativo 2/2015, de 23 de octubre, por el que se

aprueba el texto refundido de la Ley del Estatuto de los Trabajadores), (b) the Equal Treatment and Non-

Discrimination Act (Ley 15/2022, de 12 de julio, integral para la igualdad de trato y la no discriminación), (c) Decree

Law fixing the minimum interprofessional wage (Real Decreto 99/2023, de 14 de febrero, por el que se fija el salario

mínimo interprofessional para 2023) (updated annually), and (d) Law on Subcontracting in the Construction Sector.

The permitting process is the main avenue of construction oversight in Spain. There are four main licenses granted by

local authorities and required to carry out construction works: (1) municipal works license (licencia de obras). The

purpose of this license is to verify that the projected works comply with the applicable urban planning regulations.

Any type of construction, including the refurbishment or fitting-out of existing buildings, and for demolition of works,

requires this license; (2) municipal activity license (licencia de instalación de actividades). The purpose of this license

is to confirm that the project complies with the health and safety standards part of the urban planning regulations. The

permitted use for the building and the activities to be carried out there will depend on the uses permitted by the

applicable urban planning regulations. If the activity is disruptive, unhealthy, harmful, or dangerous, the municipal

activity license will lay down some requirements that must be fulfilled by the holder of the license; (3) municipal first

occupancy license (licencia de primera ocupación). This license confirms that the construction follows the technical

specifications contained in the relevant municipal works license. The authority will grant it following an inspection of

the building by the relevant local authority’s technical experts; (4) municipal opening license (licencia de

funcionamiento). This license confirms that the technical specifications part of the municipal activity license have

been properly complied with and, as a result, that the building can be used for the purpose described in that license.

Chile

The following laws and regulations govern our construction activities in Chile: (i) health and safety, by legislation

such as (a) Supreme Decree regarding basic sanitary and environmental conditions in the worksite ( Decreto 594/1999,

Reglamento sobre Condiciones Sanitarias y Ambientales Básicas en los Lugares de Trabajo ) and (b) Supreme Decree

approving the regulation for the adoption of Article No. 66 bis of Law No. 16.744, regarding safety and health

management at the worksite ( Decreto 76/2006, Reglamento para la Aplicación del Artículo 66 bis de la Ley No 16.744

sobre la Gestión de la Seguridad y Salud en el Trabajo en Obras, Faenas o Servicios que Indica ), (ii) environment and

air, including legislation such as (a) Supreme Decree on Rules of Particulate Matter Emissions for Artifacts that Burn

or May Burn Firewood and Wood Pellet ( Decreto 39/ 2012, Norma de Emisión de Material Particulado, para los

Artefactos que Combustionen o Puedan Combustionar Leña y Pellet ) and (b) Regulation on the Establishment of

Prevention and Decontamination Plans, (iii) water, governed by regulation such as Decree on the Water Code ( Decreto

1,112/1981, Código de Aguas ), and (iv) labor, including (a) the Labor Code ( DFL 1, Texto Refundido, Coordinado y

Sistematizado del Código del Trabajo ), (b) the Subcontracting in the Construction Industry Act ( Ley 20.123, de

Subcontratación en la Industria de la Construcción ), (c) the Workplace Accidents and Illnesses Act ( Ley 16.744, que

establece normas sobre Accidentes del Trabajo y Enfermedades Profesionales ). and (d) the Social Security Law ( Ley

16.395, Ley de Organización y Atribuciones de la Superintendencia de Seguridad Social ).

The permitting process is the main avenue for construction oversight in Chile. Prior to work execution, construction

projects generally require a construction permit from the respective municipal works director. Some projects require

obtaining an environmental permit through the Chilean Environmental Assessment Service. Other specific permits

may be required, based on the project’s nature.

During construction, projects must comply with and maintain the permits obtained before the execution of work, and

obtain additional permits, such as crane, zoning, environmental, etc. Projects will also be subject to inspections from

the relevant authority. On completion, certain construction works will need a municipal reception certificate, obtained

after a final inspection of the relevant authority, certifying that the project meets the design and technical requirements

in the construction permit.

4.B.9.4 Energy

United States

The following laws and regulations apply to energy generation and energy storage infrastructure in the United States at

a federal level: (i) the Energy Policy Act (EPA) (42 USC §13201) that addresses energy production in the United

States, including energy efficiency and renewable energy; (ii) Energy Independence and Security Act (Public Law

110-140 (2007)), which reinforces the energy reduction goals for federal agencies; and (iii) the Federal Renewable

Electricity Requirement (42 U.S.C. § 15852), which requires the federal government to consume at least 7.5% of its

total electricity from renewable sources each fiscal year.

For Texas, the following laws and regulations apply to energy generation and energy storage infrastructure: (i) The

Renewable Portfolio Standard (RPS) (Texas Administrative Code, Title 16, Chapter 25, Subchapter H, Division 1,

Section 25.173), which is a rule that requires electricity retailers to support renewable energy generation; (ii) HB 1500,

the "PUC Sunset" bill, a bill that requires renewable energy projects to pay higher transmission fees and requires

renewable energy projects to secure backup capacity through "firming" requirements starting in 2027; and (iii) Chapter

25 of the Public Utilities Code, which deals with the Renewable Energy Credit Program (Section §25.173) and sets out

renewable energy resource requirements. Projects located within the Electric Reliability Council of Texas (ERCOT)

are largely exempt from FERC’s regulations addressing interconnection, transmission, or power sales.

The relevant regulatory bodies that govern energy generation and energy storage infrastructure in the United States at a

federal level include: (i) the Federal Energy Regulatory Commission (FERC), which regulates interstate transmission

of electricity, natural gas and oil, and also regulates hydropower projects and natural gas terminals pursuant to the

Federal Power Act; (ii) the US Department of Energy, which manages the US nuclear infrastructure, administers

energy policy, and funds scientific research in the energy field; (iii) the Office of Energy Efficiency and Renewable

Energy, a department of the US Department of Energy, which is responsible for research, development and utilization

of energy technologies and processes; (iv) the US Environmental Protection Agency (EPA), which sets annual volume

requirements for biofuels and other alternative vehicle fuels, and manages state renewable energy resources; (v) the

US Department of the Interior, which works with a variety of stakeholders to identify strategies and goals for a clean

energy future; and (vi) the Federal Trade Commission, which regulates advertising and telemarketing, including how

solar developers advertise their systems.

In addition to the federal regulatory bodies that govern energy generation and energy storage at a federal level, Texas

has the following regulatory bodies that also govern energy storage and energy storage infrastructure: (i) the Public

Utility Commission of Texas (PUCT), who is responsible for the regulation and operation of the state's electric,

telecommunication, and water and sewer utilities; (ii) the State Energy Conservation Office (SECO), which helps the

state maximize energy efficiency through a variety of energy efficiency and renewable energy programs that

significantly reduce energy cost and consumption in the institutional, industrial, transportation and residential sectors

of the Texas economy; (iii) the South-central Partnership for Energy Efficiency as a Resource (SPEER), which is a

regional energy efficiency organization (REEO) which devoted to accelerating the adoption of energy efficient

products, technologies, and services in Texas and Oklahoma; (iv) Texas Renewable Energy Industries Alliance

(TREIA), which is aimed to increase renewable energy across Texas as well as grow the state economy; and (v) the

Electric Reliability Council of Texas (ERCOT), which is the independent system operator in the region, which

manages 90 percent of the state's electric load and schedule power on an electric grid and also the administrator of the

Renewable Energy Credit (REC) trading program in Texas.

Spain

The following laws and regulations apply to our energy generation, transmission and storage infrastructure business

line in Spain: (i) the Spanish Energy Act 24/2013 (Ley 24/2013 de 26 de diciembre, del Sector Eléctrico) and its

developing regulations, either at a national or regional level and (ii) EU energy regulations, such as Directive (EU)

2024/1711 of the European Parliament and of the Council of 13 June 2024 amending Directives (EU) 2018/2001 and

(EU) 2019/944 as regards improving the Union’s electricity market design (Text with EEA relevance); Regulation

(EU) 2024/1747 of the European Parliament and of the Council of 13 June 2024 amending Regulations (EU) 2019/942

and (EU) 2019/943 as regards improving the Union’s electricity market design (Text with EEA relevance);

Regulation (EU) 2019/943 of the European Parliament and of the Council of 5 June 2019 on the internal market for

electricity, Directive (EU) 2019/944 of the European Parliament and of the Council of 5 June 2019 on common rules

for the internal market for electricity, and amending Directive 2012/27/EU and Directive (EU) 2018/2001 on the

promotion of the use of energy from renewable sources.

The relevant regulatory authorities and other relevant actors with respect to the Spanish energy ecosystem are the

Ministry for Green Transition and Demographic Challenge (Ministerio para la Transición Ecológica y el Reto

Demográfico), the National Commission for Markets and Competition (Comisión Nacional de los Mercados y la

Competencia), and Red Eléctrica de España, S.A.U., as well th ose departments of each autonomous community in

Spain bestowed with authority over electricity and environmental matters. A draft law for the re-establishment of the

National Energy Commission is currently in process, subject to the final decision of the Parliament, and is intended to

grant the National Energy Commission with the regulatory powers already allocated to the National Commission for

Markets and Competition. Supranational bodies also perform overview roles such as the European Commission

(Directorate-General Energy) and European Union Agency for the Cooperation of Energy Regulators (ACER).

As it pertains to environmental protection, the Spanish Act 21/2013 ( Ley 21/2013, de 9 de diciembre, de Evaluación

Ambiental ), as well as its developing regulations, whether national or regional, are relevant for the planning,

permitting, building, and operation of energy infrastructures. In addition, because energy infrastructure extends over

large areas, primarily regional or local zone planning and plotting regulations are also relevant to some extent.

In addition to the laws and regulations referred to in relation to our energy generation, transmission and energy storage

infrastructure business line, the most relevant regulations that apply to our energy solutions business line are those

discussed above in ““ Item 4. Information on the Company—B. Business Overview—9. Regulatory Environment—3.

Construction, Spain ”.

In order to get the different permits and authorizations required for the energy business, we must also comply with

general (non-industrial) regulations on public authorization and proceedings such as the Law on Common

Administrative Procedure of the Public Administrations ( Ley 39/2015, de 1 de octubre, del Procedimiento

Administrativo Común de las Administraciones Públicas ) and the Law on the Legal Regime of the Public Sector ( Ley

40/2015, de 1 de octubre, de Régimen Jurídico del Sector Público ).

Chile

Chile also highly regulates energy transmission. Its main regulations stem from the General Law of Electric Services

( DFL N°4/20018, Texto Refundido, Coordinado y Sistematizado del Decreto con fuerza de Ley nº 1, de Minería, de

1982, Ley General de Servicios Eléctricos, en Materia de Energía Eléctrica ) and its development regulation ( Decreto

N°327 que Fija el Reglamento de la Ley General de Servicios Eléctricos ), the Transmission Systems and Transmission

Planning Regulations ( Decreto n° 37 que Aprueba el Reglamento de los Sistemas de Transmisión y de la Planificación

de la Transmisión ), issued by the Ministry of Energy, and the Regulation on the Qualification, Valorization,

Tariffication and Remuneration of Transmission Installations ( Decreto n° 10 que Aprueba el Reglamento de

Calificación, Valorización, Tarificación y Remuneración de las Instalaciones de Transmisión ), issued by the Ministry

of Energy.

The General Basis for the Environment Act ( Ley n° 19300 que Aprueba la Ley sobre Bases Generales del Medio

Ambient e), is a key piece of environmental protection legislation. Other key environmental protection standards in

Chile are (i) the Organic Law of the Superintendence of the Environment ( Ley n° 20417 que Crea el Ministerio, el

Servicio de Evaluación Ambiental y la Superintendencia del Medio Ambiente ), which provides the regulatory

framework for environmental compliance and enforcement, (ii) Law which creates the environmental courts and a

special environmental jurisdiction (Ley n° 20600 que Crea los Tribunales Ambientales ), and (iii) the Regulations

Implementing the Environmental Impact Assessment System.

Other general (non-industrial) regulations on public authorization and proceedings, such as Law of General Bases of

Administrative Procedures, governing the acts of the organs of the State Administration, ( Ley n° 19.880 que Establece

las Bases de los Procedimientos Administrativos que Rigen los Actos de los Órganos de la Administración del Estado )

and the Constitutional Organic Law of General Bases of the State Administration ( Ley n° 18.575, Ley Orgánica

Constitucional de Bases Generales de la Administración del Estado ), also apply to the energy business. In addition to

the laws and regulations referred to in relation to our transmission infrastructure business, the most relevant

regulations that apply to our energy infrastructure construction business are essentially those listed in ” Item 4.B.9.3

Constructio n— Chile ” of this document.

The main regulatory or supervisory authorities of the energy ecosystem in Chile are the Ministry of Energy ( Ministerio

de Energía ), the National Energy Commission ( Comisión Nacional de Energía ), the Superintendency of Electricity

and Fuels ( Superintendencia de Electricidad y Combustible s), and the National Electrical Coordinator ( Coordinador

Eléctrico Nacional ).

Poland

In Poland we do follow the regulations established by the European Union, as well as the Polish laws established

largely to ensure compliance with the EU’s regulations.

The primary Polish legal act regulating the development of onshore renewable energy is the Act of 20 February 2015

on Renewable Energy Sources (Ustawa o odnawialnych źródłach energii). It implements among others Directive

2018/2001 of the European Parliament and of the Council of 11 December 2018 into the Polish legal order. The

Directive governs the promotion of the use of energy from renewable sources,. We also cannot ignore the Polish Act

of 20 May 2016 on wind power investments (Ustawa o inwestycjach w zakresie elektrowni wiatrowych) what sets out

the conditions and procedures for the location and construction of wind power plants. Moreover, in May 2020, Poland

adopted the Electricity Market Reform Implementation Plan developed on the basis of the provisions of Regulation

(EU) 2019/943 of the European Parliament and of the Council of 5 June 2019 on the internal market for electricity.

However, connection-related issues, i.e., regulations relating to the connection of energy systems (including RES) to

the power grid, are the domain of the Act of 10 April 1997. – Energy Law (Ustawa – Prawo energetyczne).

The main European legal acts concerning the issues of the environment and the energy sector are: the Renewable

Energy Directive (RED III; the Renewable Energy Directive EU/2018/2001 and the amending Directive

EU/2024/1788 of the European Parliament and of the Council), the European Wind Power Action Plan stemming from

the Wind Power Package unveiled by the Commission on 24 October 2023 and so-called Net Zero Industry Act – a

proposal of the European Parliament and of the Council for strengthening Europe’s net-zero technology products

manufacturing ecosystem. These regulations involve increasing the total share of RES energy in the generation mix of

EU member states from 32% to 42.5% (with a possible increase to 45%) by 2030, the development of renewable

energy sector and the growth of the production of carbon-neutral technology products in Europe. These concepts are

the reflection of the European Green Deal in which the European Commission has adopted a set of proposals to make

the EU's climate, energy, transport and taxation policies fit for reducing net greenhouse gas emissions by at least 55%

by 2030 (the, so called, Fit for 55 package).

Another EU energy regulations applicable also in Poland include, among others, the Directive (EU) 2019/944 of the

European Parliament and of the Council of 5 June 2019 on common rules for the internal market for electricity or the

amending Directive 2012/27/EU and Directive (EU) 2018/2001 on the promotion of the use of energy from renewable

sources.

As it pertains to environmental protection in Poland, the Act of 3 October 2008 on providing information about the

environment and its protection, public participation in environmental protection and environmental impact

assessments, as well as its developing regulations, are relevant for obtaining the decisions on environmental conditions

for the energy projects (including RES).

General regulations on location of the onshore energy projects are contained in the Act of 27 March 2003 on Area

Planning and Development. Local zoning plans and regulations are also relevant location of the onshore energy

projects.

In order to get the different permits and authorizations required for the energy business, we must also comply with

general (non-industrial) public regulations and proceedings, such as, among others, the Act of 7 July 1994 –

Construction Law, the Code of the Administrative Proceedings, Act of 9 June 2011 – Geological and Mining Law, and

many others.

The main regulatory and supervisory authorities in Poland are the Energy Regulatory Office (Urząd Regulacji

Energetyki) and the Ministry of Climate and Environment (Minister Klimatu i Środowiska). The role of the President

of the Energy Regulatory Office is the most crucial. Its responsibilities include, among others, issuing the licenses for

energy generation, transmission, distribution and trade, as well as monitoring compliance with energy laws and

regulations. On the other hand, the Ministry of Climate and Environment promulgates legal acts, such as, for example,

the Regulation of the Ministry of Climate and Environment dated on March 22, 2023 on detailed conditions for the

operation of the electric power system. Transnational entities also perform overview roles such as the European

Commission (Directorate-General Energy) and European Union Agency for the Cooperation of Energy Regulators

(ACER).

4.B.9.5 Waste

United Kingdom

We, as an entity involved in the collection, storage, treatment, disposal, and generation of electricity from waste in

England, must comply with a variety of legislative and regulatory requirements, including the Companies Act 2006,

the primary source of corporate law that applies to all companies and directors. The Environment Act 2021 and

Environmental Protection Act 1990 provide the framework for environmental protection, with the Environmental

Permitting (England and Wales) Regulations 2016 and associated permits applying to installations, mobile plant, and

waste activities. The Environment Agency is responsible for enforcing laws that protect the environment and issuing

environmental permits and exemptions. There are additional general legislative provisions that apply to our activities

in the United Kingdom, including the (i) Data Protection Act 2018 and General Data Protection Regulation, which

detail personal data protection principles, rights, and obligations (ii)the Finance Act, which contains provisions

relating to changes in taxes, duties, exemptions, and reliefs , and (iii) labor legislation, which governs labor rights,

including, among others, (a) the Employment Right Act 1996, (b) the Equality Act 2010, (c) the Employment

Relations Act 1999, and (d) the Working Time Regulations 1998 and National Minimum Wage Act 1998 also apply to

us.

The Department for Environment, Food and Rural Affairs, the Secretary of State, the Environment Agency, the Health

and Safety Executive, and local authorities are responsible for regulating waste activities locally, regionally, and

nationally.

The Health and Safety Executive and local authorities are responsible for regulating occupational health and safety by

reference to the Health and Safety at Work Act 1974 and its subordinated regulations, providing the framework

regarding general duties employers have towards employees and members of the public.In addition, it also receives

pre-work commencement notifications in connection with certain construction projects as set forth in the Construction

(Design and Management) Regulations 2015.

The Secretary of State and individual local authorities are responsible for development management under the Town

and Country Planning Act 1990, local development plans, and Building Regulations 2010, which regulate land use and

new building.

The Department for Business, Energy and Industrial Strategy, the Gas and Electricity Markets Authority, the Office of

Gas and Electricity Markets and the Competition and Markets Authority are responsible for regulating the electricity

sector and ensure compliance with the main legislation in this matter, including the Electricity Act 1989, the

Competition Act 1998, the UK Utilities Act 2000, the Enterprise Act 2002, the Energy Acts, and the Gas Act 1986.

We also enter into waste management agreements with local authorities, which can oversee our operations thereunder.

4.B.9.6 Support services to the mining industry

Chile

We provide services to the mining sector in Chile. Mining is a highly-regulated activity due to its inherent risks to

health and safety. One of the most relevant fields in the context of this activity is labor law, including mainly the

Labor Code (Código del Trabajo (D.F.L 1, 31-07-2002), Ley 20.123), which deals with subcontracting work, and Ley

16.774, which deals with work accidents and occupational diseases.In this field, it is important to mention the recent

entry into force of Law 21643, called "Ley Karin", which modified the labor code, establishing a legal framework for

the prevention and punishment of harassment and violence in the work environment, which implies new obligations

that we must comply with as employers, especially reports to the labor authority, regarding investigation processes for

complaints of sexual and workplace harassment, or violence at work.

Furthermore, in relation to health and safety requirements, there are numerous other applicable regulations, such as the

Mining Safety Regulation ( Decreto 132/2002, Reglamento de Seguridad Minera ), the Health Code ( D.F.L. 725/1967,

Código Sanitario ), the Health and Environmental Conditions Regulation ( Decreto 594/1999, Reglamento sobre

Condiciones Sanitarias y Ambientales Básicas en los Lugares de Trabajo ), and the Occupational Hazards’ Prevention

Regulation ( Decreto 40/1969, Reglamento sobre Prevención de Riesgos Profesionales ), among others.

In addition, with respect to environmental protection, to the following laws and regulations apply: the General Basis

for the Environment Act ( Ley 19300, sobre Bases Generales del Medio Ambiente ), and Regulation of the

Environmental Impact Assessment ( Decree 40/2012, Reglamento del Sistema de Evaluación de Impacto Ambiental ),

as well as its development regulations, either at a national or regional level, which are relevant for obtaining industry

permits.

General (non-industrial) regulations in civil and commercial law are also relevant to the mining business in Chile, such

as the Chilean Civil Code ( D.F.L. 1/2000, Código Civil ), the Capital Markets Law ( Ley 18045, del Mercado de

Valores ), and the Public Limited Companies Law ( Ley 18046, sobre Sociedades Anónimas ).

The main regulatory and supervisory authorities of the Chilean mining sector are the Ministry of Labor and Social

Security ( Ministerio del Trabajo y Previsión Social ), the Labor Directorate ( Dirección del Trabajo ), the Ministry of

Health ( Ministerio de Salud ), the Ministry of Mining ( Ministerio de Minería ), and the National Service of Geology

and Mining ( Servicio Nacional de Geología y Minería de Chile ).

4.B.10 Insurance

Under our risk management policy, we maintain insurance policies that we believe are customary for our business and

our risk profile and which provide cover against various risks, such as third-party damage (aviation, environmental,

and civil liability, in general), construction defects, management’s and employees’ liability. Our insurance policies

also cover risks to our property, plant, and equipment, as well as claims that might arise against us for performing our

business activities. Additionally, we have a cyber-insurance policy that covers possible disruptive events and cyber

incidents that may occur in the context of our business activities.

Our risk management policy also includes the assessment of tools for risk transfer alternatives to insurance cover.

We believe that we are insured to a commercially reasonable standard and that we pay appropriate premiums for this

coverage. Our insurance coverage is regularly evaluated and adjusted as necessary. It could be the case, however, that

the Company or one of our Companies could suffer damages that are not covered by the existing insurance policies or

that exceed the coverage limits set in these policies. See “ Item 3. Key Information—D. Risk Factors—1. Risks Related

to Our Business and Structure—13. Our insurance cover may not be adequate or sufficient, which could have a

material adverse effect on our business, financial condition, and results of operations. ”

4.B.11 Property, Plan ts, and Equipm ent

Our property, plants, and equipment amounted to EUR 772 million as of December 31, 2024 and EUR 594 million as

of December 31, 2023. Our investment balance in property, plant, and equipment amounted to EUR 1,377 million as

of December 31, 2024 (EUR 1,124 million as of December 31, 2023), and consisted mainly of fixtures, fittings,

tooling and furniture (EUR 436 million), plants and machinery (EUR 755 million), and land and buildings (EUR 186

million).

Additions in property, plants, and equipment totaled EUR 318 million as of December 31, 2024 (EUR 215 million

as of December 31, 2023), the most significant relating to the Construction Business Division (EUR 117 million) , and

the Energy Business Division (EUR 107 million), arising primarily from Misae Solar project, the construction of the

Centella electricity transmission infrastructure and Azalia project. Other additions in other businesses as of

December 31, 2024 (EUR 94 million,) include mainly the acquisition of a land in Spain for data center development s .

Disposals due to sales or retirement amounted to EUR 77 million as of December 31, 2024 (EUR 63 million as of

December 31, 2023), of which approximately EUR 64 million related to construction, mainly plant, machinery and

other equipment.

Leases are not part of the plant and equipment line item. We primarily have lease agreements for buildings, vehicles,

plants, and machinery (although we also have lease agreements in place for land and office equipment, among other

ca tegories), amounting to EUR 238 million as of December 31, 2024 (EUR 196 million as of December 31, 2023 ).

Buildings are the most valuable right-of-use assets, relating mainly to long-term office leases. Additions to the lease

category as of December 31, 2024 totaled EUR 143 million, of which EUR 109 million is associated with

Construction Division leases .

For information on environmental matters related to our Property, Plant, and Equipment, see “ — 12.

Environment and ESG / Sustainability / Health and Safety. ”

4.B.12 Environment and ESG / Sustainability / Health and Safety

Our Sustainability Policy provides the framework for all existing policies and strategies that are linked to diverse ESG

items (i.e., Environment, Human Resources, Human Rights, Compliance and Ethics, and Health and Safety, among

others) and which the Board has approved. We deploy our Sustainability Policy through our Sustainability Strategy

2030, which outlines our ESG and sustainability strategies. Such strategies incorporate ESG criteria to decarbonize our

activities in airports, roads and construction, while developing new green lines in energy, mobility, and water.

Therefore, the Sustainability Strategy 2030 complements the Sustainability Policy and suite of our underlying ESG

policies by providing the framework for developing innovative, efficient, and sustainable infrastructures, always

accounting for the three fundamental ESG dimensions: (i) environmental, (ii) social, and (iii) governance issues.

4.B.12.1 Relevant environmental issues that may affect the issuer’s utilization of the tangible fixed assets

We may be subject to physical and transition risks in our activities as a consequence of climate change. For more

information, please refer to “ Item 3. Key Information—D. Risk Factors—1. Risks Relating to our Business and

Structure—12. We may face increased risks due to climate change, which could have a material adverse effect on our

business, financial condition, and results of operations. ”

To mitigate those risks, we identify, assess, and quantify both climate transition risks (i.e., scenarios recommended by

the International Energy Agency in its World Energy Outlook report, in particular its Stated Policies Scenario

(STEPS), Announced Pledges Scenario (APS), and the Net Zero Emissions by 2050 Scenario (NZE)), and physical

impacts linked to climate change (according to the scenarios included in the Intergovernmental Panel on Climate

Change (IPCC)’s Fifth Assessment Report’s (AR5) Representative Concentration Pathways (RPCs) 4.5 and 8.5, the

intermediate and very-high GHG emissions scenarios).

We measure and update transition risks at least yearly, while we have a platform developed in-house (“Adaptare”) that

supports our physical risks assessments and integrates climate modeling and engineering of our infrastructures to

provide technical and economic efficiency measures to increase the resilience of the assets.

4.B.12.2 Environment and ESG

The Sustainability Strategy 2030 outlines our main and leading ESG strategy and was updated in 2023 to integrate

new ESG targets. This strategy is aligned with the United Nations’ Sustainable Development Goals and the objectives

of the Paris Agreement.

The “Deep Decarbonization Path”, which is our roadmap to decarbonize our portfolio of activities, forms an integral

part of the Sustainability Strategy 2030. This roadmap includes a year-by-year description of our internally calculated

GHG emissions’ estimates, the emissions reduction targets (by 2030 and 2050), the low-carbon measures that are

being implemented, and the abatement cost of carbon. We believe that our commitment to the environment (as one of

the pillars of the Sustainability Strategy 2030) is leading us to reduce our carbon footprint and support sustainable

approaches across our operations.

Based on our data and the information published by the Science Based Targets Initiative (SBTi), we were the first

construction and engineering company worldwide to establish and have our emissions reduction targets endorsed by

SBTi. We have set the following targets: (i) to reduce scope 1and 2 emissions in absolute terms by 35.3 % in 2030

(base year 2009) and (ii) to reduce scope 3 emissions in absolute terms (excluding capital goods and purchased goods

and services categories) by 20% in 2030 (base year 2012).

In 2024, we embarked on obtaining new 1.5°C aligned SBTi-validated targets. We wanted to increase the level of

ambition of the short-term goals and set a Net Zero target of 2050 or sooner. Significant progress has been made in

achieving this validation, with final SBTi confirmation expected in early 2025.

The objectives to be validated are:

◦ Reduce Scope 1 and 2 emissions by 42% in 2030 (base year 2020) in absolute terms.

◦ Reduce Scope 3 emissions by 25% in 2030 (base year 2020) in absolute terms. Including purchased goods &

services, upstream transportation, waste generated in operations and fuel and energy categories.

The new targets were presented to the Board of Directors. The 2024 Climate Strategy Report, which includes these

new targets, will be brought for advisory vote at the Annual General Meeting.

The Deep Decarbonization Path (DDP), which establishes the mitigation lines on which to work in order to achieve

the 2030 emission reduction targets, is based on:

◦ An electric and more efficient vehicle fleet.

◦ Reduction of emissions associated with construction machinery through the implementation of energy

efficiency measures by 2030.

◦ Reduction of asphalt plant emissions through energy efficiency by 2030.

◦ Exploration of technology alternatives for low carbon heavy machinery.

◦ Use of less polluting fuels and promotion of biofuels.

◦ Consumption of 100% of electricity from renewable sources: Self-generation & renewable energy

procurement (target of 100% of electricity coming from renewable sources for 2025).

The Scope 3 emissions decarbonization strategy focuses on:

◦ Proactively managing the procurement process with a focus on reducing the embedded carbon across the

supply chain, particularly in construction activities.

◦ Fostering low-carbon products particularly cement and concrete – we work in partnership with our most

relevant suppliers to integrate progressively low carbon cement at an industrial scale. We have launched a

Supplier Collaboration Program to work with suppliers to understand their emissions performance.

◦ Developing new raw materials with less carbon embedded, using new technologies and innovative

approaches (e.g., reducing the carbon in modified asphaltic bitumen by introducing recycled materials).

◦ Use Green Purchasing Catalog to promote the purchase of sustainable products.

◦ Using engineering design to reduce the use of the most carbon-intensive raw materials, which is also good in

the construction process.

◦ The Group fosters local procurement, when products are available, to minimize emissions from transportation

and distribution of goods, and prioritizing low-carbon modes of transport, when possible, by encouraging the

most relevant suppliers to accelerate their adoption of low-carbon transport.

◦ Implementing our “Circular Economy Plan” aimed at increasing recycling and reusing opportunities,

particularly in construction activities. The Plan includes actions such as the reuse of excavation in civil works

(mostly transport infrastructure projects) and onsite recycling of concrete and asphalt from demolition work.

The penetration of these decarbonization lines is not linear over time and will depend on their technological feasibility

and economic efficiency.

Regarding our carbon footprint, we have calculated and reported our carbon footprint for 100% of our activities since

2009. The calculation methodology is mainly based on the GHG Protocol, while maintaining compliance with ISO

14064-1. The emissions reported are: (i) scope 1—those from sources owned or controlled by us, which come mainly

from (1) the combustion of fuels in stationary equipment (boilers, furnaces, turbines, etc.) to produce electricity, heat,

or steam, (2) fuel consumption in fleet vehicles owned or controlled by us, (3) diffuse emissions (i.e., those emissions

not associated with a specific source, such as biogas emissions from landfills and channeled emissions), and (4) GHG

emissions generated through a source, excluding those from fuel combustion; (ii) scope 2—those generated as a result

of the consumption of electricity purchased from other companies that produce or control it; and (iii) scope 3—indirect

emissions occurring in the value chain.

In the last fiscal year the company has set the goal of being “Net Zero” by 2050 or earlier through the SBTi for direct

emissions by reducing emissions and voluntary compensation for those that are residual. Offsetting is done through

neutralization and mitigation beyond the value chain, relying on nature-based solutions. Since 2019, the Spanish

Ministry for Ecological Transition and the Demographic Challenge has awarded us the highest available recognition in

connection with our work on “Calculate,” “Reduce,” and “Compensate.”

We also incorporate the recommendations of the Task Force on Climate-Related Financial Disclosures in our process

of identifying, analyzing, and managing risks and opportunities related to climate change, and we have implemented

certain climate change mitigation actions such as the development and implementation of the Deep Decarbonization

Path (an internal emissions reduction plan) and Shadow Carbon Pricing (which is an internal methodology to

economically quantify the potential climate risk of our most relevant investments with the aim of reorienting our

activity to more decarbonized business models), the consideration of raw material and energy price increases in

contract negotiations, the search for innovative technological solutions to reduce energy consumption and emissions,

and the study and collaboration with key stakeholders for the development of projects that favor the transition to a

low-carbon economy.

Regarding biodiversity, we recognize the key role played by biodiversity in the provision of services that support the

economy and social well-being. For this reason, we have a biodiversity policy, which is integrated into the

management system that governs the organizational and operational processes of all our contracts. We are also

aligning our practices to the Taskforce on Nature-related Financial Disclosures (TNFD), a global initiative that seeks

to address the biodiversity loss and ecosystem deterioration crisis. We have committed to adopting the TNFD by

registering our intention to publish our first disclosure document aligned with this standard, the 2025 annual report, in

2026. In 2024, we progressed on this objective and, in particular, one of the TNFD pillars, through the analysis of our

biodiversity dependencies, impacts risks and opportunities.

We have a water policy, which recognizes water as a limited and irreplaceable natural resource and its access as a

fundamental human right. In order to manage the resource positively, the focus of the policy is on the availability,

quality and impact of water on ecosystems.

In addition, we have launched a circular economy plan that recognizes that the circular economy aims to keep the

value of products, materials, and resources in the economy for as long as possible, optimizing the consumption of

materials and minimizing waste generation, and is a solution to a problem that directly impacts the deterioration of the

environment and allows us to identify new business opportunities.

4.B.12.3 Other Sustainability Matters

We also implement many initiatives towards the promotion of environmentally positive and sustainable management

of the supply chain. We share information with our key suppliers through the environmental management system

implemented in our activities in order to promote the better management and performance of our supply chain. In this

regard, work has been carried out along two lines: (i) the development of an internal purchasing guide containing

environmental guidelines on material procurement specifications, and (ii) launching of a collaboration program with

suppliers to learn about and improve their environmental management. As of the date of this Annual Report, we have

completed item (i), including the implementation of our Supplier Code of Ethics, and we continue to progress item (ii),

including through the assessment of our suppliers in connection with their environmental practices. In addition, we

promote sustainable procurement and the incorporation of ESG criteria in the supply chain, as well as digitalization,

the incorporation of tools, application of procedures, and development of projects aimed at promoting the

sustainability of our supply chain through a deeper understanding of the type of suppliers that offer us their products

and services.

We have a Supplier Code of Ethics, which is part of the Supplier Ethical Integrity Due Diligence Procedure and is

applicable to all suppliers in fulfilling our orders and upholding our contracts. The Code includes the basic principles

that should govern the behavior of all suppliers in their business relationship with us. In addition, the model orders and

contracts include environmental, social and labor, and health and safety considerations, compliance with the United

Nations Global Compact guidelines, as well as ethics and anti-corruption clauses, thus ensuring compliance with

overarching ESG requirements. ESG issues are considered in the supplier analysis and the evaluation and monitoring

of supplier performance also takes ESG criteria into account.

The application of new technologies and the development of innovation projects is key to achieve an agile, efficient,

and transparent supply chain that incorporates sustainability principles. Some of our most noteworthy initiatives are:

▪ The Low Carbon Concrete Project. This project aims to identify the most innovative projects worldwide for

the development of sustainable concretes (with low levels of CO2 emissions).

▪ The Guide to Procurement Aligned with EU Taxonomy. The Guide brings together the necessary

information on and establishes the principles to advise contract purchasers on procurement to comply with

taxonomy requirements.

▪ The purchase of electricity from renewable sources. This item entails our promotion of the purchase of

electricity with a guarantee of origin and our progressive movement towards the 100% target set out in the

Climate Strategy for 2025.

▪ The acquisition of an efficient vehicle fleet. This item relates to our goal of reaching a reduction in the

emissions of our vehicle fleet by 2030 as part of the Climate Strategy. Hybrid and plug-in hybrid vehicles

continue to be added to the fleet, resulting in a substantial and continuous reduction in emissions levels.

▪ The Green Purchasing Catalog. This item consists in the update and increase of the information available in

the catalog in order to promote the purchase of sustainable products.

▪ Green products. In our Construction Business Division, we work on alternatives for the supply of green

products. For that purpose, we have incorporated Environmental Product Declarations and Ecolabel

products.

▪ Supplier 360. Supplier 360 is an IT tool that monitors suppliers using advanced data analytics techniques,

language processing, and internet searches, making it possible to detect potential risks.

We also incorporate other sustainability initiatives in our Business Divisions.

Our Toll Roads Business Division, has designed its Sustainability Strategy bearing in mind that developing lasting

connections to communities, nature, and transformation is key to our success. The relationships formed with the

people and the world around us support our ability to tackle complex problems, create value, improve outcomes, and

expand our impact.

Through its new Sustainability Strategy, our Construction Business Division, aims to contribute to society by

designing and building sustainable and efficient infrastructures, leading responsibly, helping communities to progress

and protecting the environment and following strict guidelines that minimize the environmental impact in our

operations. As well as improving water quality and water supply through water treatment plants. A practical example

of implementing our environmental impact guidelines can be seen in our project to build a section of Paris Metro line

18 where, along with our partner, we have reached an agreement with the electricity supplier to ensure that the

electricity supply required during construction work under our responsibility will come exclusively from renewable

sources. This measure is expected to save around 7,400 tons CO2e emissions. Moreover, the extracted soil is reused

for the manufacture of mortar and concrete in external plants.

With our Energy Business Division, we promote the transition towards a sustainable, clean, cutting-edge economy in

energy. We provide innovative solutions for the promotion, construction, and operation of energy generation and

transmission infrastructures and implement decarbonization and energy efficiency actions, thus contributing to a more

sustainable and environmentally friendly future. As examples Ferrovial Energy signed an agreement which includes

the construction and operation of a solar photovoltaic (PV) plant Texas, capable of serving over 36,000 homes and

once fully operational, it will be able to produce approximately 475 GWh a year while avoiding the emission of over

195,000 tons of CO2e annually. In Spain we are to build two photovoltaic plants, on a turnkey basis, with the capacity

to supply 30,000 homes. The two facilities will have a combined capacity of 62 MWp (megawatt peak) — 31 MWp

each — and will produce a total of 114 GWh/year, they will avoid 29,700 tons of CO2e emissions per year.

In our Airports Business Division, Dalaman airport, one of the busiest airports in Turkey, has underway a major

project in the field of renewable energy generation and sustainability strategies: a solar power plant consisting of

15,000 panels installed (in the first phase) on the roof of the terminal. This structure of 45,000 m², has an annual

generation capacity of 10,230 MWh. More than 55% of the airport's annual energy needs will be covered by solar

energy

4.B.12.4 Human rights and health and safety

We consider human rights to be a fundamental part of our global sustainability strategy. In 2022, our Human Rights

Policy, which is aligned with the main international human rights standards, (including the United Nations Guiding

Principles on Business and Human Rights and Regulations of the International Labor Organization), was renewed.

One of the pillars of our strategy is the embracing of diversity and inclusion. The policy hence clearly defines the

rejection of any type of unlawful discrimination in all of our activities. To support this, we have a Diversity and

Inclusion Strategy, and goals that are periodically monitored and renewed.

The preservation of labor rights is of special relevance among our commitments. We reject any type of child or forced

labor in any form, promote equal opportunities and non-discrimination, protect against harassment of our workers,

preserve the right to strike, freedom of association, and the right to collective bargaining in all countries in which we

operate, and promote the reconciliation of professional and family life. We have implemented a set of tools that

promote the protection of and respect for human rights.

As part of these mechanisms, we periodically evaluate potential human rights risks as part of the risk identification and

assessment process known as Ferrovial Risk Management. For each risk, the responsible person identifies the controls

implemented to mitigate or eliminate the risk, either by reference to its impact or its probability of occurrence.

Similarly, we have a procedure for approving capital allocation operations, so that the analysis of all corporate

operations carried out takes into account whether they may undermine our ethical principles, with special attention to

human rights, social, good governance, and environmental aspects.

Additionally, Health, Safety and Wellbeing (HSW) is a fundamental value for Ferrovial and is supervised by the

Board of Directors at each of the meetings held during the year. The Health and Safety Policy, which was approved by

the Board in 2015, establishes the principles and values that guide the behavior of employees and collaborators. In this

matter, the Health and Safety policy has been implemented through our HSW strategy which was approved in

December 2019, and its validity until 2026. The HSW strategy determines the path to follow to achieve operational

excellence with special emphasis on four pillars based on leadership, competency, resilience and engagement to

improve the business for Serious Injury and Fatality (SIF) Prevention.

The extension of the strategy’s validity has been accompanied by a series of adjustments to adapt it to the changes that

have arisen in the organization since its approval, defining a more operational approach based on three layers of

protection: planning and preparation, control and verification, and competence and awareness.

4.B.13 Disclosure Pursuant to Section 219 of the Iran Department Threat Reduction and Syria Human Rights

Act of 2012 and Section 13(r) of the Exchange Act.

Section 13(r) of the Exchange Act requires each issuer registered with the SEC to disclose in its annual or quarterly

reports whether it or any of its affiliates have knowingly engaged in specified activities or transactions with persons or

entities targeted by certain U.S. sanctions programs relating to Iran, terrorism, or the proliferation of weapons of mass

destruction, even if those activities are not prohibited by U.S. law and are conducted outside the U.S. by non-U.S.

affiliates in compliance with local laws and regulations.

We are providing the following disclosure pursuant to Section 13(r) of the Exchange Act:

During the year ended December 31, 2024, we conducted limited Iran-related activities and transactions that could be

qualified as dealings with the Government of Iran / persons or entities designated under an executive order identified

in Section 13(r) of the Exchange Act. These activities all relate to operations at the Dalaman airport in Turkey by YDA

Havalimani Yatirim ve Isletme A.S. (“YDA Turkey”), our majority-owned Turkish subsidiary, and in particular in

connection with certain international flights operated by Meraj Airlines, an airline based in Tehran, Iran, that operates

international flights between Turkey and Iran. In 2014, pursuant to Executive Order No. 13224, the U.S. Treasury

Department’s Office of Foreign Assets Control designated Meraj Airlines as a Specially Designated National

YDA Turkey operates the Dalaman airport terminals under a concession agreement with the Turkish government.

Under the concession agreement, YDA Turkey acts under the supervision of the Turkish General Directorate of State

Airports Authority (“DHMI”), and must comply with the rules, regulations and instructions of DHMI, as well as the

decisions and regulations of the Dalaman airport’s Local Administration. In other words, YDA Turkey operates the

Dalaman airport terminals on behalf of the Turkish government and does not have any authority to allow or deny

entrance into Turkey of passengers or aircraft which, under Turkish law, would otherwise be permitted or prohibited,

as applicable, to enter. As a result, YDA Turkey must enter into agreements with any airline (or its representative) that

is willing to fly to or from Turkey and is legally permitted to do so under Turkish laws.

In accordance with these requirements, YDA Turkey collected aeronautical fees (including fees for passenger and

aircraft-related services) from Meraj Airlines as required under the Turkish concession agreement during the year

ended December 31, 2024. During this period, the total revenue that YDA Turkey derived from aeronautical fees

charged to Meraj Airlines amounted to EUR 0.17 million (resulting in approximately EUR 0.003 million of net profit

after factoring in operational and concession expenses applicable to Meraj Airlines’ operations), which represents less

than 0.002% of our total revenue for the year ended December 31, 2024). Therefore, we believe that our activities

involving Meraj Airlines for the year ended December 31, 2024 were negligible and immaterial to our overall

business.

YDA Turkey is required under the concession agreement with the Turkish government to enter into agreements with

any airline that is willing to fly to or from Turkey and is legally permitted to do so under Turkish laws (which

currently includes Meraj Airlines). Therefore, and as long as the current legal and regulatory framework does not

change and Meraj Airlines continues to operate international flights between Turkey and Iran, we do not anticipate any

significant changes to our activities involving Meraj Airlines.

4.C. O rganizational Structure

Ferrovial SE is the ultimate holding company for our subsidiaries. A s of December 31, 2024 , we had 263 ( direct or

indirect) subsidiaries and 26 equity-accounted companies. Refer to Appendix I (Subsidiaries and Associate

Companies) to the Audited Financial Statements for a complete listing of our subsidiaries, including legal name,

country of registration, and proportion of ownership interest. The following table sets out the subsidiaries and equity-

accounted companies we consider principally significant as of December 31, 2024 .


Company	Country of Registration	Percentage Ownership and Voting Interest	Main Activities
Ferrovial Construcción, S.A. (through Spanish branch)	Spain	100.00%	One of the two head entities of the Construction Business Division

Ferrovial Construction International SE (direct)	The Netherlands	100.00%	One of the three head entities of the Construction Business Division (excluding Spain and the U.S. construction business, for which Ferrovial Construction US Holding Corp is the parent company)

Ferrovial Airports International SE (direct)	The Netherlands	100.00%	One of the two head entities of the Airports Business Division (excluding the U.S. airports business for which Ferrovial Airports Holding US Corp is the parent company)

Cintra Infraestructuras España, S.L.U. (through Spanish branch)	Spain	100.00%	One of the three head entities of the Toll Roads Business Division

Cintra Global SE (direct)	The Netherlands	100.00%	One of the three head entities of the Toll Roads Business Division (excluding Spain and the U.S. business for which Cintra Holding US Corp is the parent company)

Cintra Infrastructures SE (direct)	The Netherlands	100.00%	One of the three head entities of the Toll Roads Business Division (excluding Spain and other international Toll Roads businesses). It indirectly holds the various subsidiaries and affiliates responsible for the U.S. businesses across all Business Divisions

Ferrovial Infraestructuras Energéticas S.A.U. (through Spanish branch)	Spain	100.00%	Parent Company of the Energy Division for the Spanish businesses

407 International Inc (equity- accounted)	Canada	43.23%	Management of 407 ETR concession

IRB Infrastructure Developers Limited (equity-accounted)	India	19.86%	Management of network of toll roads in India

Group Structure

The Company is a holding company without material d irect business operations. The principal asset s of th e Company

are the equity interests that it directly or indirectly holds in our Companies.

The following summary corporate chart shows the major companies and the head companies of our Business

Divisions .

__________________________________________

(1) Ferrovial SE is our parent company.

(2) Ferrovial Construcción, S.A. is the head entity of the Spanish Construction Business Division. Ferrovial Construction International SE is the head

entity of the global Construction Business Division, except for the U.S. construction business (see footnote 4), for which Ferrovial Construction US

Holding Corp is the parent company.

(3) Ferrovial Airports International SE is the head entity of the global Airports Business Division, except for the U.S. airports business (see footnote

4), of which Ferrovial Airports Holding US Corp is the parent company.

(4) Cintra Infraestructuras España, S.L.U. is the head entity of the Spanish Toll Roads Business Division. Cintra Global SE and Cintra Infrastructures

SE are the head entities of the global Toll Roads Business Division. Additionally, Cintra Infrastructures SE indirectly holds the various subsidiaries

and affiliates that develop businesses in the U.S. pertaining to all of our Business Divisions, including Cintra Holding US Corp, Ferrovial

Construction US Holding Corp and Ferrovial Airports Holding US Corp.

(5) Ferrovial Emisiones, S.A.U. and Ferrovial Netherlands B.V. are financing companies created for the purpose of raising financing for other Group

Companies.

(6) Ferrovial Infraestructuras Energéticas S.A.U., Ferrovial EG SE and Ferrovial Transco International B.V. are part of the Energy Business Division.

4.D. Property, Plants, and Equipment

See “ —.B. Business Overview—12. Property, Plants, and Equipment. ”

ITEM 4A. UNRESOLVED STAFF COMMENTS

None .

ITEM 5. OPERATING AND FINANCIAL REVI EW AND PROSPECTS

The following discussion of our financial condition and results of operations should be read in conjunction with the

Financial Statements, including the related notes thereto, included elsewhere in this Annual Report. The following

discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ

materially from those discussed in the forward-looking statements as a result of various factors, including those set

forth in “ Cautionary Statement Regarding Forward-Looking Statements ” and “ Item 3. Key Information—D. Risk

Factors. ”

5.A Operating Results

5.A.1 Overview

We are one of the world’s leading infrastructure groups in terms of construction revenue, focusing our operations

across toll roads, airports, construction and energy. For an overview of our activities, see “ Item 4. Information on the

Company—B. Business Overview. ”

5.A.1.1 Description of segments

We undertake our activities through the following four operating divisions, or lines of business, which also correspond

to our reporting segments (the Business Divisions) under IFRS 8:

▪ Toll Roads: Our activities in the Toll Roads Business Division include the development, financing and

operation of toll road projects. We conduct our operations in this Business Division through Cintra, a wholly

owned subsidiary of the Company, and mainly operate in Canada through 407 ETR, in the United

States through the Texas Managed Lanes, Virginia’s I-66 and North Carolina’s I-77, as well as in India,

through IRB and Private InvIT.

▪ Airports: Our activities in the Airports Business Division include the development and financing of airports.

We participate in the airport industry principally through the NTO consortium, established to design, build

and operate the NTO at JFK Airport in New York and our indirect holding in YDA Turkey.

▪ Construction: Our activities in the Construction Business Division include the design and execution of

various public and private works, with an emphasis on public infrastructures. We conduct our construction

activities through Ferrovial Construcción, S.A., a wholly owned subsidiary of the Company and a leading

Spanish construction company in terms of revenue with over 90 years of experience in the industry.

▪ Energy: The Energy Division was first reported as a stand-alone Business Division starting in 2024: Our

activities in this Business Division mainly consist of the development, financing and operation of power

transmission lines and renewable energy generation plants and the construction of energy infrastructures

focused on three areas: renewable generation and storage, energy transmission, and energy efficiency

proje cts.

We generally use the “other” category to reflect results for companies not assigned to any Business Division,

the most significant being Ferrovial SE, the Group’s parent company, the new business line Ferrovial Digital

Infrastructure, which was created in 2024, and some minor subsidiaries, including our mobility business,

waste management plants and services to the mining industry in Chile.

In December 2022, we concluded the divestment of the Services Business Division. The process, which began in

December 2018, was driven by our strategy to focus on the development of our infrastructure business. Certain assets

that were previously included under the Services Business Division, such as the waste management plants of Amey in

the U.K., were retained and reassigned to other Business Divisions. For further discussion on the conclusion of the

Services Business Division’s divestment process, see “ Item 4. Information on the Company—B. Business Overview—

3. Group Overview—3. Our Business Divisions—5. Discontinued Operations (Services) .”

5.A.1.2 Segment Change

In January 2024, we conducted a partial reorganization of our Business Divisions pursuant to which the energy

solutions business line, which was part of the Construction Business Division, and the energy infrastructures business

line, which was part of the former Energy Infrastructure and Mobility Business Division, merged. The resulting

Business Division has been named the Energy Business Division. The mobility business line and remaining services

businesses, which were until then part of the former Energy Infrastructure and Mobility Business Division, are

separately managed outside of the scope of our Business Divisions and reported as “Other” ( see “Note 1.5 (Segment

Reporting)” to the Audited Financial Statements for additional information about our reporting segments ) . Information

presented in this Annual Report for historical periods prior to this segment change has been revised to reflect the

partial reorganization.

5.A.2 Material Factors A ffecting Results of Op erations

Our results of operations and financial condition are affected by a variety of factors, a number of which are outside of

our control. Set out below is a discussion of the most significant factors that have affected our financial results during

the periods under review and which we currently expect to affect our financial results in the future. Factors other than

those set forth below could also have a significant impact on our results of operations and financial condition in the

future (see “ Item 3. Key Information—D. Risk Factors ”).

5.A.2.1 Inflationary pressures and energy and commodity prices

We are exposed to inflationary pressures as well as the impact of energy and commodity prices, which have in the

past, and may in future have, varying effects on our Business Divisions. In the Construction Business Division,

inflationary pressures typically have a negative effect on our costs base through increases in costs of materials

consumed, particularly cement, concrete, steel rebars and bitumen (or asphalt), energy costs and an increase in

personnel expenses.

In the Construction Business Division , we have two key mechanisms in place in an effort to mitigate the effects of

inflationary pressures: through direct claims to our customers or, where possible, through the use of price adjustment

mechanisms, which are included in some of our agreements. Such pass-through mechanisms may be more common in

some jurisdictions, such as, for example, Spain, Canada and Poland, than others, such as the United States, where they

are not frequently used. However, due to particular contractual provisions or otherwise, we may not always be able to

effectively pass through the costs to our customers. Thus, we may remain subject to market risk with respect to

inflationary pressures and increases in commodity prices.

In the Toll Roads Business Division, our asset toll rates are either linked to the inflation index, allowing us to regularly

update the toll rates based on the latest economic situation, or can be freely set. Thus, inflationary increases typically

have a strong positive impact on the Toll Roads Business Division’s revenues. The rising fuel prices, on the other

hand, tend to adversely impact traffic levels, particularly if home working arrangements are more common. This, in

turn, may have a negative effect on the Toll Roads Business Division’s traffic and consequently revenues.

Additionally, in the Airports Business Division, the airlines may pass any increases in fuel prices on to their customers

through increases in the prices of flights, which could lead to decline demand for air travel.

5.A.2.2 Foreign exchange rates

Our functional currency is the euro. However, we operate internationally and hold assets, incur liabilities, generate

revenues and pay expenses in a variety of currencies other than the euro. As a result, our results of operations are

affected by exchange rate fluctuations between the euro and other currencies in which we conduct and plan to continue

conducting transactions. We are particularly exposed to the U.S. dollar, Canadian dollar, Polish zloty, Indian rupee,

pound sterling and the Australian dollar . For example, in 2024, such currencies led to translation differences of EUR

(83) million, net of the effect of foreign currency hedging instruments, with appreciation of the Canadian dollar and

U.S. dollar against the euro.

Overall, our foreign exchange rate risk arises from: (i) our international presence, through our investments and

businesses, in countries that use currencies other than the euro, (ii) debt denominated in currencies other than that of

the country where the business is conducted or the home country of the company incurring such debt, and (iii) trade

receivables or payables in a foreign currency to the currency of the company with which the transaction was

registered.

In order to reduce foreign currency translation exposure, we seek to denominate borrowings in the currencies of our

principal assets and cash flows. We also manage foreign currency transactional exposure by selectively hedging our

exposure. We also adopt a natural hedging strategy and, to the extent reasonably possible, seek to align the currency of

inflows and outflows to minimize foreign exchange exposure.

5.A.2.3 Traffic performance

The table below presents the toll roads traffic volume in the period under review.


Toll Road	Country	For the year ended December 31,
		2024	2023	2022
Fully consolidated assets (in millions of transactions)
NTE 1-2 ............................................................................................................	U.S.	39	40	36
LBJ ....................................................................................................................	U.S.	46	43	40
NTE 35W ..........................................................................................................	U.S.	51	42	35
I-77 ....................................................................................................................	U.S.	43	41	35
I-66 ....................................................................................................................	U.S.	32	29	2
Equity-accounted assets (in millions of VKT, vehicle kilometers travelled)
407 ETR ............................................................................................................	Canada	2,658	2,535	2,213

In 2024, the Toll Roads Business Division experienced significant growth, primarily attributed to a general increase in

mobility across the areas where we operate our main concessions, with the traffic on 407 ETR and the U.S Managed

Lanes showing consistent growth. Regarding NTE, traffic decrease affected by the capacity improvement construction

works.

The tables below set out the toll roads traffic volume trends by quarter and for the year ended December 31, 2024 ,

compared to the similar periods in 2023:


Traffic trends	Q1-24	Q2-24	Q3-24	Q4-24	2024
407 ETR ......................................	7%	5%	3%	5%	5%
NTE .............................................	2%	(5)%	(3)%	(2)%	(2)%
LBJ ...............................................	7%	7%	6%	9%	7%
NTE 35W .....................................	45%	34%	11%	9%	22%
I-66 ..............................................	18%	16%	4%	9%	11%
I-77 ...............................................	9%	2%	(3)%	12%	5%

During 2024, airport traffic showed a positive evolution with increases in capacity boosted by the recovery of

international traffic.

The table below presents the passenger traffic, or the total number of incoming and outgoing passengers at the airport

in a particular period, for the Dalaman airport in the period under review.


	For the year ended December 31,
	2024	2023	2022
	(in millions of passengers)
Dalaman ......................................................................................	5.6	5.2	4.5

The table below sets out the airport passenger traffic by quarter and for the year ended December 31, 2024 , compared

to the same periods in the previous year:


Passenger trends	Q1-24	Q2-24	Q3-24	Q4-24	2024
Dalaman .......................................	0%	12%	5%	9%	8%

5.A.2.4 Impact of macroeconomic factors and conflicts in Ukraine and Middle East

Given the international scope of our operations, our business performance and results are impacted by a number of

drivers, including macroeconomic and geopolitical events affecting tax policies, the regulatory environment, and the

risk and return of assets. For example, Russia’s invasion of Ukraine in February 2022 has had an adverse effect on the

global geopolitical and economic environment. Although we believe that its direct exposure to the conflict in Ukraine

is limited, as we primarily operate across the United States, Spain, Poland, the United Kingdom and Canada, the

macroeconomic scenario resulting from this situation translates into generalized price increases, mainly in energy and

raw materials, labor costs, supply problems and difficulties in the distribution chain of certain materials, especially in

the construction sector. The above factors also impact interest rates, which affect the banking and financing market

and hence our financing options.

While the conflict in Ukraine is still ongoing, we developed an action plan to mitigate its potential negative effects,

particularly as it relates to our Construction Business Division. Such action plan includes continuous reporting to

directors, managers and projects on the situation of the purchase prices of basic materials, their possible evolution and

risks in order to make the best purchasing decisions; weekly monitoring of the situation in the different countries with

activity and main projects to identify issues and provide assistance to the Group’s procurement department;

communication with our bidding department to provide information on prices and their possible evolution; as well as

analysis of financial hedging for certain basic materials, and support to Budimex due to the special impact of the

ongoing conflict in Ukraine on Poland.

Our Construction Business Division has been the most affected by the Ukraine conflict due to its effects on the

increase in the costs of certain materials, such as cement, concrete, steel rebars and bitumen (asphalt), energy costs and

employee salaries. All of the above-mentioned factors put pressure on our profit margins, which varied depending on

the geography. The conflict in Ukraine also exacerbated the global inflation levels and caused problems in the supply

and distribution chain of certain materials, causing delays and reducing supply. For further details, see “ —1.

Inflationary pressures and energy and commodity prices. ”

Furthermore, the U.S. government has recently announced proposals for, or imposed, tariffs on certain foreign goods

including a 25% import tax on all steel and aluminum entering the U.S., and 10% tariffs on products from certain

countries, including China. The tariffs, or potential risk of their imposition, have introduced significant uncertainty

into the market, leading to volatility in material prices and potential delays in project timelines. These tariffs, whether

imposed or proposed and at the rates or levels announced or at other rates or levels, and related uncertainty, could lead

to increased costs and affect our strategic planning and financial forecasting, particularly in our Construction Business

Division. Management continues to evaluate the potential impact of these evolving developments.

5.A.2.5 Seasonality

Revenue and cash flow in the Toll Roads, Construction and Airports Business Divisions is also partially impacted by

seasonal factors, including weather conditions and holiday seasons, which drive demand for transport infrastructure.

The Toll Roads Business Division revenue is affected by seasonal changes in traffic volumes, with typically lower

traffic in the winter months due to adverse climate conditions. We believe that this trend has recently been exacerbated

in the Toll Roads Business Division as a result of the increase in hybrid work models and work flexibility.

The Construction Business Division is also affected by weather conditions, typically experiencing lower revenues in

the first quarter of the year. For example, in the first quarter of the year ended December 31, 2024 , Construction

Business Division revenues amounted to EUR 1,476 million, compared to EUR 1,895 million, EUR 1,866 million and

EUR 1,998 million in the second, third and fourth quarters of 2024, respectively.

The Airports Business Division is also affected by seasonal trends, including holiday seasons. For example, in the

third quarter of the year ended December 31, 2024 , Dalaman airport’s revenues amounted to EUR 42 million, in

contrast with EUR 3 million and EUR 15 million in the first and fourth quarters, respectively, as the airport is much

busier during the summer holidays.

5.A.2.6 Liquidity management and investments

Our infrastructure assets must be able to secure significant levels of financing to be able to carry out their operations.

Certain of the industries in which we operate, such as airports and toll roads, are by nature capital-intensive

businesses. Therefore, the development and operation of infrastructure concession assets require a high level of

financing. As a result, our business is sensitive to the availability, cost and other terms of financing. We have

established mechanisms to preserve the necessary levels of liquidity with periodic procedures that include cash

generation forecasts and cash requirements, both for the different short-term collections and payments as well as long-

term obligations. See “ Item 3. Key Information—D. Risk Factors—3. Risks Relating to Our Structure and Financial

Risks—6. We may not be able to effectively manage the exposure of our liquidity risk, which could have a material

adverse effect on our business, financial condition, and results of operations. ” For further details on our liquidity

position, see “ —B. Liquidity and Capital Resources. ”

5.A.2.7 Regulatory matters

Our activities are subject to various regulations by governments and other regulatory bodies across the jurisdictions

where we operate, including specific aviation, toll road, energy, waste management and treatment, as well as public

procurement and construction sector regulations. For further details, see “ Item 4. Information on the Company—B.

Business Overview—10. Regulatory Environment. ”

We spend significant resources, mainly accounted for as part of personnel expenses and other operating expenses, to

support compliance with a broad and varied range of regulatory requirements. Failure to comply with regulations

could lead to supply interruptions, product recalls, and/or regulatory enforcement action and fines from regulators. For

additional information on the impact of the regulated environment on our business, see “ Item 3. Key Information—D.

Risk Factors—2. Risks Related to Legal, Regulatory, and Industry Matters—1. We operate in highly regulated

environments that are subject to changes in regulations and are subject to risks related to contracts with government

authorities, which could have a material adverse effect on our business, financial condition, and results of operation s”

and “ —2. We operate in highly regulated environments and are subject to risks related to the granting of permits and

rights-of-way and securing land rights, which could have a material adverse effect on our business, financial

condition, and results of operations. ”

5.A.2.8 Acquisitions and disposals

In the course of our business, we periodically engage in acquisitions and disposals of businesses or stakes therein and

our results of operations may be affected by significant acquisitions and divestments. For example, on December 12,

2024, we completed the divestment of the Group’s 19.75% stake in Heathrow airport, retaining a 5.25% stake. This

divestment resulted in a profit of EUR 2,552 million in 2024, of which EUR 2,023 million corresponds to our ordinary

shares sold and EUR 547 million to the fair value revaluation of the 5.25% stake retained. This divestment generated a

profit in our impairment and disposal of fixed assets line item in 2024 by EUR 2,023 million. Our net financial

income/(expense) from ex-infrastructure projects also increased by EUR 547 million due to revaluation of the

remaining 5.25% HAH stake. On February 26, 2025, we announced that a binding agreement has been reached for the

sale of that 5.25% remaining stake.

Additionally, in 2024, we executed other significant divestments, including a 5.0% stake in IRB and a 24.78% stake

in Grupo Serveo, resulting in capital gains before taxes of EUR 132 million and EUR 33 million, respectively.

For further details on these divestments, see "Item 4. Information on the Company —A. History and development of

the Company —1. Summary of Historical Investments and Divestments.”

5.A.3 Factors Affecting Comparability of Our Results of Operations

5.A.3.1 Changes in the scope of consolidation and business combinations.

Cha nges in 2024

On February 29, 2024, the Group, through its subsidiary Cintra, entered into an agreement with Inter Infrastructure

Capital S.A., to sell the 49% of the Class A shares of Umbrella Roads BV (which confer voting rights on its holder)

and all the Class B shares of Umbrella Roads BV (which confer economic rights on its holder). Umbrella Roads BV is

the direct shareholder of Cintra OM&R 407 East Development Group Inc, Cintra 407 East Development Group Inc,

Blackbird Maintenance 407 Cintra GP Inc and Blackbird Infrastructure 407 Cintra GP Inc (the holding companies of

the 407 Phase I and Phase II Projects), the indirect shareholder of Serranopark S.A., Scot Roads Partnership Project

(M8 Project in the UK), Eurolink Motorway Operations Ltd and Eurolink Motorway Operations (M3) Ltd (M4 and

M3 Projects in Ireland), and has the economic rights over Sociedad Concesionaria Autovía de la Plata S.A. (A66

Project in Spain). The sale of shares was completed on October 8, 2024 for EUR 100 million.

On May 17, 2024, we acquired a 100% stake in Misae Solar IV, LLC, a solar PV project in Leon County, Texas, for

an acquisition price of USD 14.08 million (EUR 13.04 million), which is part of the committed investment related to

the development of this project, that amounts to US D 72 million (approximately EUR 67 million) . See “Item 4.

Information on the Company—A. History and Development of the Company —1. Summary of Historical Investments

and Divestments —7. Acquisition of Misae Solar IV, LLC.”.

On June 11, 2024, we completed the sale of a 5% stake in the Indian company IRB for EUR 215 million excluding

transaction costs (assuming a EUR/INR exchange rate of 89.3). Our ordinary shares in IRB were sold at an average

price of 63.60 rupees, resulting in a capital gain before taxes of EUR 132 million.

On June 13,2024, we acquired a 23.99% stake in Private InvIT, a subsidiary of IRB, in which Ferrovial holds a

19.86% ownership interest as before mentioned. The total investment reached EUR 652 million (considering an

exchange rate of 90.21 EUR/INR).Within the equity commitments in projects being developed by Private InvIT, on

December 20, 2024, Cintra made an additional contribution of EUR 57.6 million for the acquisition of the Ganga

Expressway Project. This investment will increase by EUR 18 million due to outstanding equity commitments in

projects being developed by Private InvIT (considering an exchange rate of 89.2 EUR/INR). Ferrovial acquired this

stake from affiliates of GIC Private Limited, which prior to this transaction owned a 49% stake in the company.

On June 28, 2024, we completed the sale of our 24.78% stake in Grupo Serveo to the main shareholder, Portobello

Capital. In connection with this disposal, we recorded a capital gain before taxes of EUR 33 million.

On November 13, 2024, the Group announced an agreement with Avialliance UK Limited for the sale of Ferrovial’s

entire stake (50.0%) in AGS. As part of the agreement, Macquarie (the Group’s joint venture partner in AGS) will also

sell its entire stake (50.0%) in AGS. The agreement values 100% of the stake at £900 million, representing the equity

value for a 100% interest in AGS and is subject to certain closing adjustments and transaction costs. This price

represents an Enterprise Value (EV) estimated at £1.535 billion. Following satisfaction of applicable regulatory

conditions, the sale was completed on January 28, 2025.

On December 12, 2024, the Group completed the divestment of the Group’s 19.75% stake in Heathrow airport,

retaining a 5.25% stake. On February 26, 2025, we announced that a binding agreement has been reached for the sale

of that 5.25% remaining stake.

Changes in 2023

On June 5, 2023, we agreed to sell our 89.2% stake in our Portuguese toll road concessi on Euroscut Azores to

infrastructure funds Horizon Equity Partners and RiverRock for EUR 42.6 million. The total sale price later increased

to EUR 43.4 million following the fulfillment of the conditions precedent to the ticking fee provision in the purchase

agreement. The sale was completed, and the transaction funds were received, on December 28, 2023.

On December 20, 2023, we completed the sale of our 50.0% stake in Car Sharing Mobility Services, S.L. (Zity) to the

Renault Group. The Renault Group, which held a 50.0% stake in the entity prior to the sale, has acquired full

ownership following completion of the transaction.

Changes in 2022

On June 10, 2022, we entered into a joint venture agreement to acquire 49.0% share in NTO at JFK , which is

responsible for the remodeling, construction, financing, operation and maintenance of the NTO facilities at New

York’s JFK Airport. Also on June 10, 2022, the concession agreement between NTO at JFK and the Port Authority of

New York and New Jersey, as well as the financing and construction contracts between the concession operator, the

financing banks and the design and build contract came into force. The ownership interest in the project is

consolidated using the equity method.

On July 19, 2022, we acquired a 60.0% stake in Dalaman airport from YDA Group for EUR 144.0 million, of which

EUR 119.2 million were paid as of December 31, 2022, EUR 15.2 million corresponds to a deferred payment made in

October 2023, and the remaining EUR 9.9 million corresponds to an estimated variable payment dependent on the

Dalaman airport’s international passenger volume. YDA Turkey holds the concession agreement for the Dalaman

International Airport and other ancillary buildings’ terminal management until 2042. The ownership interest in the

project is fully consolidated.

In November 2022, through our toll road subsidiary Cintra, we increased our interest in the I-77 toll road in North

Carolina, U.S., by 7.1% (for a total of 72.2%) for USD 109 million (EUR 104 million).

In December 2022, we sold our Amey business in the United Kingdom for GBP 264.6 million (EUR 301.3 million),

with no further price adjustments. The transaction generated a net capital gain of EUR 58.3 million. Amey’s sale

concluded the divestment of our Services Business Division, with the exception of certain assets that were kept and

reclassified within the Group. For further discussion on the conclusion of the Services Business Division’s divestment

process, see “Item 4. Information on the Company—B. Business Overview—3. Group Overview—3. Our Business

Divisions—5. Discontinued Operations (Services).”

On January 31, 2022, we completed the sale of the Spanish infrastructure services business to Portobello for

approximately EUR 175 million after price adjustments. For further details, see “ Item 4—A. History and Development

of the Company—1. Summary of Historical Investments and Divestments—7. Divestment of Infrastructure Services

business in Spain .”

5.A.3.2 Financial Risk Management

Our business is affected by changes to the financial variables that have an impact on our accounts, these being mainly

foreign exchange risk, liquidity management risk, interest rate risk, inflation, credit, variable income and capital

management. The main financial risks and how we manage them is summarized below.

5.A.3.2.1 Exposure to interest rate fluctuations

We and our businesses are subject to interest rate fluctuations that may affect our net financial expense due to the

variable interest on financial assets and liabilities, as well as the measurement of financial instruments arranged at

fixed interest rates. We manage interest rate risk with the goal of optimizing the financial expense we bear and achieve

suitable proportions of fixed and variable rate debt based on the market conditions.

5.A.3.2.2 Exposure to foreign exchange fluctuations

We regularly monitor our expected net exposure with regard to each currency by assessing the expected cash flows

over coming years (both for dividends receivable and for potential investments or divestments), balance sheet

valuations and free cash flow generation. We establish our hedging strategy by analyzing past changes in foreign

exchange rates, and have monitoring mechanisms such, as future projections and comparing currency levels to its

fundamental valuation or long-term equilibrium rates.

5.A.3.2.3 Exposure to credit and counterparty risk

Some of our main financial assets, such as investments in financial assets, non-current financial assets, net financial

derivatives and trade and other receivables, are exposed to credit our counterparty risk. We actively monitor these

risks with each bank, territory and customer by analyzing the performance of risk through internal credit quality

studies. Also, the internal regulations, we establish maximum investment limits for each of our counterparties.

5.A.3.2.4 Exposure to liquidity risk

We have established mechanisms to preserve the level of liquidity that reflect the cash generation and needed

projections, in relation to both short-term collections and payments and obligations to be met at long-term.

5.A.3.2.5 Exposure to equities risk

We are exposed to risks relating to the fluctuation of our share price. This exposure arises specifically from the risk of

appreciation of share-based remuneration schemes. These plans are hedged through equity swaps. Since these equity

swaps are not classified as hedging derivatives, their market value has an impact on profit or loss.

5.A.3.2.6 Exposure to inflation risk

Our revenue from infrastructure projects is associated with prices tied to inflation (for example, toll road concession

contracts). Therefore, an increase in inflation would increase the cash flow derived from assets of this nature.

However, a rise in inflation rates may have an adverse effect on operating margins under construction contracts. This

risk is partially mitigated in certain jurisdictions (e.g., Spain, Canada and Poland) by inflation-related price

adjustments in contractual clauses. We also make our best efforts to hedge inflation risk by closing the main direct

costs when the tender is accepted.

5.A.3.2.7 Capital management

We aim to achieve a debt-equity ratio that makes it possible to optimize costs while safeguarding our capacity to

continue managing our recurring activities and to grow through new projects that create shareholder value. Our

objective is to maintain a level of indebtedness, excluding infrastructure project companies, to retain our current

investment grade rating. In order to achieve this goal, we have established a financial policy consisting of the

maintenance of a ratio of net debt (gross debt less cash) to Adjusted EBITDA plus dividends from projects of no more

than two times, excluding infrastructure project companies.

5.A.4 Recent Developments

See “ Item 4. Information on the Company—A. History and Development on the Company. ”

5.A.5 Description of Key Line Items

Set forth below is a brief description of the composition of certain line items of the consolidated income statement.

This description must be read in conjunction with the significant accounting policies elsewhere in this section and in

the Audited Financial Statements.

5.A.5.1 Revenues

Most of our revenues come from: (i) contracts with customers, which include public, private or internal entities, for

services in the Construction Business Division; (ii) fees from users of toll roads in the Toll Roads Business Division,

(iii) concession contracts from clients in the Airports Business Division and (iv) other activities. Revenues also include

the financial income for the services provided by the concession operators that apply the financial asset model.

5.A.5.2 Other operating income

Other operating income includes mainly income from the impact of the certain public grants related to our operations.

5.A.5.3 Materials consumed

Materials consumed include expenses related to energy and materials’ consumption, primarily in relation to our

Construction Business Division.

5.A.5.4 Other operating expenses

Other operating expenses include work carried out by other companies and changes in provisions for each year

including subcontracted works, leases, repairs and maintenance, independent professional services, changes in

provisions for liabilities and other operating expenses.

5.A.5.5 Personnel expenses

Personnel expenses consist of expenses related to wages and salaries, social security, pension plan contributions,

share-based payments and other welfare expenses of our employees.

5.A.5.6 Fixed asset depreciation

Fixed asset depreciation consists mainly of depreciation related to our fixed assets such as property, plant and

equipment.

5.A.5.7 Impairment and disposal of fixed assets

Impairment and disposal of fixed assets refers to gains or losses related to the sale of our fixed assets such as property,

plant and equipment.

5.A.5.8 Net financial income/(expense) from infrastructure projects and ex-infrastructure projects

Part of our activities, primarily in the Toll Roads and Airports Business Divisions but also, to some extent, in the

Construction and Energy Business Divisions, consist of the development of infrastructure projects through long-term

arrangements with public authorities, under which a concession operator, in which we have an ownership interest

together with other shareholders, finances the construction or upgrade of public infrastructure, mainly with borrowings

secured by the project cash flows and capital contributed by shareholders, and subsequently operates and maintains the

infrastructure. Key examples of such infrastructure projects include the Texas Managed Lanes and I-66 Managed

Lanes.

In some cases, the construction and subsequent maintenance of the infrastructure projects are subcontracted by the

concession operators to the Group’s Construction Business Division.

In order to aid in understanding our financial performance, we disclose our net financial income/(expense) separately

for (i) infrastructure projects and (ii) excluding infrastructure projects:

▪ Net financial income/(expense) from infrastructure projects consists of financial income from financing

of our infrastructure projects minus the accrued financial expenses and expenses capitalized during the

construction period.

▪ Net financial income/(expense) from ex-infrastructure projects consists of income from external

borrowing costs and from financial investments and includes the impact of derivatives and other fair value

adjustments.

For a further description of our infrastructure project companies, see “—B. Liquidity and Capital Resources— 6. Non-

IFRS Measures: Liquidity and Capital Resources—1. Consolidated Net Debt. ”

5.A.5.9 Share of profits of equity-accounted companies

Share of profits of equity-accounted companies reflects the effect in our consolidated income statement relating to our

companies consolidated by means of equity accounting.

5.A.5.10 Profit/(loss) before tax from continuing operations

Profit/(loss) before tax from continuing operations represents our operating profit/(loss) after net financial income/

(expense) and including share of profits of equity-accounted companies.

5.A.5.11 Income tax / (expense)

Income tax / (expense) consists of our current tax payable on the taxable profit for the period after applying allowable

deductions, changes in deferred tax assets and liabilities, and tax credits.

5.A.5.12 Profit/(loss) net of tax from discontinued operations

Profit / (loss) net of tax from discontinued operations refers to income from discontinued operations and includes all

income and costs generated from our Services and Construction Business Divisions, including divestments of

businesses. It also includes an impairment loss equal to the difference between the estimated fair value of the assets

and their carrying amount.

5.A.5.13 Net profit/(loss)

Net profit / (loss) accounted for using the equity method reflecting the effect in our consolidated income statement

relating to companies consolidated by means of equity accounting.

5.A.5.14 Net Profit/(loss) attributed to non-controlling interests

Net Profit / (loss) attributed to non-controlling interests refers to the profits we obtain that may be allocated to other

partners with a stake in the said companies.

5.A.6 Results of Operations

The following tables set out our consolidated results of operations for the periods indicated. In January 2024, we

conducted a partial reorganization of our Business Divisions (for further information, see “ Item 4. Information on the

Company —B.Business Overview —1. Overview ” and Note 1.5 (Segment Reporting) to the Audited Financial

Statements). Information presented in this Annual Report for historical periods prior to the segment change has been

revised to reflect the partial reorganization.

5.A.6.1 Comparison of the Years Ended December 31, 2024 and December 31, 2023

Unless stated otherwise, numbers in this section have been derived from the Audited Financial Statements. For a

discussion of the presentation of our historical financial information included in this Annual Report, see “ Presentation

of Financial and Other Information. ”

Our consolidated results of operations for the year ended December 31, 2024 compared with the year ended

December 31, 2023 , are discussed below.


	For the year ended December 31,
	2024	2023	% Variation
	(in millions of euros)
Revenues .............................................................................................................	9,147	8,514	7.4%
Other operating income ......................................................................................	1	1	0%
Revenues and other operating income ...........................................................	9,148	8,515	7.4%
Materials consumed ............................................................................................	1,115	1,047	6.5%
Other operating expenses ...................................................................................	4,931	4,878	1.1%
Personnel expenses .............................................................................................	1,760	1,599	10.1%
Total operating expenses ..................................................................................	7,806	7,524	3.7%
Fixed asset depreciation ......................................................................................	441	401	10.0%
Impairment and disposal of fixed assets .............................................................	2,208	35	n.a
Operating profit/(loss) ......................................................................................	3,109	625	n.a
Net financial income/(expense) from financing .................................................	(339)	(328)	3.4%
Profit/(loss) on derivatives and other net financial income/(expense) ..............	(72)	(44)	(63.6)%
Net financial income/(expense) from infrastructure projects ......................	(411)	(372)	10.5%
Net financial income/(expense) from financing ................................................	74	111	(33.3)%
Profit/(loss) on derivatives and other net financial income/(expense) ...............	611	31	n.a
Net financial income/(expense) from ex-infrastructure projects .....................	685	142	n.a
Net financial income/(expense) .......................................................................	274	(230)	219.1%
Share of profits of equity-accounted companies ................................................	238	215	10.7%
Profit/(loss) before tax from continuing operations .....................................	3,621	610	n.a
Income tax / (expense) ........................................................................................	(145)	(115)	26.1%
Profit/(loss) net of tax from continuing operations ......................................	3,476	495	n.a
Profit/(loss) net of tax from discontinued operations .........................................	14	16	(12.5)%
Net profit/(loss) .................................................................................................	3,490	511	n.a
Net profit/(loss) for the year attributed to non-controlling interests ..................	(251)	(170)	47.6%
Net profit/(loss) for the year attributed to the parent company ..................	3,239	341	n.a

Revenues

Revenues increased by 7.4% to EUR 9,147 million in 2024 from EUR 8,514 in 2023 , primarily due to the

improvement in results across the Business Divisions and particularly in the Toll Roads and Construction Business

Divisions.

The table below sets out our revenues by Business Division for the years ended December 31, 2024 and 2023 :


	For the year ended December 31,
	2024	2023	%Variation
		(in millions of euros)
Toll Roads ..............................................................................................	1,256	1,085	15.8%
Airports ...................................................................................................	91	80	13.8%
Construction ...........................................................................................	7,234	6,869	5.3%
Energy ....................................................................................................	270	207	30.4%
Others (1) .................................................................................................	520	506	2.8%
Adjustments (2) ........................................................................................	(224)	(233)	(3.9)%
Total ......................................................................................................	9,147	8,514	7.4%

(1) Others include revenues from: Ferrovial SE (mainly management fees charged to our business divisions) and ii) the different businesses

that are not included as part of our business divisions (see "Item 4 Information on the Company,—B. Business Overview, —1 Overview" ).

(2) Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.

Our Toll Roads Business Division revenue increased by 15.8% to EUR 1,256 million in 2024 from EUR 1,085 million

in 2023 . This increase was primarily attributed to higher traffic volumes and increased toll rates. All Managed Lanes

revenue-per-transaction, grew compared to 2023. Particularly, within this Business Division:

▪ NTE 1-2 revenues increased by 3.5% to USD 299 million (EUR 276 million), which was mainly driven by

higher toll rates, despite traffic being impacted by construction capacity improvements works along the NTE 1-2

corridor, which started on 2024.

▪ NTE 35W revenues increased by 36.8% to USD 320 million (EUR 296 million), which was mainly driven

by an increase in traffic following the opening of segment 3C in June 2023, as well as by higher toll rates.

▪ LBJ revenues increased by 16.6% to USD 225 million (EUR 208 million), which was primarily driven by a

stable increase in traffic and higher toll rates.

▪ I-77 revenues increased by 17.6% to USD 107 million (EUR 98 million), which was primarily driven by an

increase in traffic and higher toll rates.

▪ I-66 revenues amounted to USD 247 million (EUR 228 million), which was driven by a gradually increase

in traffic, following the opening of the project in November 2022, coupled with higher toll rates.

Our Airports Business Division revenue increased by 13.8% to EUR 91 million in 2024 from EUR 80 million in 2023 .

This increase was primarily driven by Dalaman airport’s revenues, which were boosted by positive passenger growth.

Our Construction Business Division revenue increased by 5.3% to EUR 7,234 million in 2024 from EUR 6,869

million in 2023 . This increase was primarily driven mainly by the performance of Webber . Particularly, within the

Business Divisi on:

▪ Budimex revenues decreased by 1.9% , w hich was mainly driven by the lower civil works activities due to

the termination of contracts not compensated by the new contracts awarded, since new bidding processes

have suffered delays after the change in Polish government.

▪ Webber revenues increased by 22.2% , which was driven mainly by higher civil works activities on the back of

the numerous awards in 2023.

▪ Ferrovial Construction increased by 2.8% , which was mainly driven by the growth in the UK and Canada

markets , together with the Spanish market, and was partially offset by lower activity in the United States due

to the completion of several large projects.

Our Energy Business Division revenue increased by 30.4% to EUR 270 million in 2024 from EUR 207 million in

2023 , which was primarily driven by activities related to the energy solutions business line.

O ther operating income

Other operating income remaining unchanged at EUR 1 million in 2024 compared to EUR 1 million in 2023.

Revenues and other operating income

Revenues and other operating income increased by 7.4% to EUR 9,148 million in 2024 from EUR 8,515 million in

2023 due to the corresponding increase in revenues.

Materials consumed

Materials consumed increased by 6.5% to EUR 1,115 million in 2024 from EUR 1,047 million in 2023 , primarily due

an increase in activity in the Construction Business Division.

Other operating expenses

Other operating expenses increased by 1.1% to EUR 4,931 million in 2024 from EUR 4,878 million in 2023 , primarily

due to higher costs in the Toll Roads Business Division in line with the US Managed Lanes increase on traffi c and

higher revenue share in toll roads NTE 35W and I-77. This was partially offset by the Construction Business Division,

which in 2023 was affected by losses in the U.S as a result of an increase of the expected costs to complete the works.

Personnel expenses

Personnel expenses increased by 10.1% to EU R 1,760 million in 2024 from EUR 1,599 million in 2023 . This was

primarily driven by an increase of approximately 4% in our workforce, which grew by 887 employees, and an average

generalized increase of approximately 3.5% with respect to the prior year, which was mainly driven by the

Construction Business Division.

Fixed asset depreciation

Fixed asset depreciati on increased by 10.0% to EUR 441 million in 2024 from EUR 401 million in 2023 , primarily

due to traffic increase in the Toll Roads Business Division mainly driven by I-66 and increased activity in the

Construction Business Division driven by Webber.

Impairme nt and disposal of fixed assets

Impairment and disposal of fixed assets increased to income of EUR 2,208 million in 2024 from an income of EUR 35

million in 2023 , which was primarily driven by the sale of our 19.75% stake in HAH, our 5.0% stake in IRB and the

sale of our 24.78% stake in Grupo Serveo, which resulted in capital gains before taxes of EUR 2,023 million and EUR

132 million and EUR 33 million, respectively.

Net financial income/(expense) from infrastructure projects

Net financial expense from infrastructure projects increased by 10.5% to a loss of EUR 411 million in 2024 from a

loss of EUR 372 million in 2023 , w hich was primarily driven by:

▪ an increase of 3.4% in net financial expense financing, which amounted to EUR 339 million in 2024 , as

compared to EUR 328 million in 2023 , w hich was primarily driven by the borrowing costs of infrastr ucture

project companies , mainly within the Toll Roads Business division, and the decrease in capitalized expenses

related to segment 3C of NTE 35W toll road as it entered into operation in June 2023; and

▪ an increase of 63.6% in loss on derivatives and other net financial (expense) to a loss of EUR 72 million in

2024 , as compared to a loss of EUR 44 million in 2023 , which was primarily related to the financial

provision update related to the future payments to be made to the U.S Department of Transportation

according to the contract terms in the I-66 concession .

Net financial inco me/(expense) from ex-infrastructure projects

Net financial income from ex-infrastructure projects increased to EUR 685 million in 2024 from an income of EUR

142 milli on in 2023 , which was primarily due to:

▪ a decrease in n et financial income from financing, which amounted to EUR 74 million in 2024 from EUR

111 million in 2023, driven by lower cash levels, leading to the reduction in returns on our cash resources in

all geographies; and

▪ an increase in profit on derivatives and other net financial income, which was EUR 611 million in 2024 as

compared to a profit EUR 31 million in 2023 , this was driven by the revaluation of the remaining 5.25%

HAH stake.

100

Net financial income/(expense)

Net financial expense increased by 219.1% to an income of EUR 274 million in 2024 from an expense of EUR 230

million in 2023 , primarily due to the revaluation of the remaining 5.25% stake in HAH, which was partially offset by the

receipt of higher financial expenses from infrastructure project companies, mainly from the Toll Roads Business

Division.

Share of profits of equity-accounted companies

Share of profits of equity-accounted companies increased by 10.7% to EUR 238 million in 2024 from EUR 215

million in 2023 , primarily due to the contribution to results from 407 ETR (EUR 188 million), IRB (EUR 13 million),

Serveo Group (EUR 3 million), JFK NTO (EUR 3 million) and other equity-accounted entities (E UR 31 million).

Under the share of profits of equity-accounted companies, i n 2024 , we recorded results of EUR 0 million contributed

by HAH and AGS, respectively, as compared to a result of EUR 0 million contributed by HAH and AGS,

respectively, in 2023 . This resulted from application of IAS 28, according to which if the shareholder’s share in losses

of the associate equals or exceeds the amount of its share in the associate, the shareholder shall cease to recognize its

share in the additional losses, unless there are legal or constructive obligations justifying the recognition of a liability

for additional losses once the investment value is reduced to zero. The considerable losses posted in 2019 and 2020 in

HAH and AGS reduced our investments in HAH and AGS to zero, as prior-year losses exceeded the amount of

investment, and there was no commitment to inject additional funds per IAS 28.

In terms of the overall operational performance, 407 ETR’s revenues increased by 14.0% to CAD 1,705 million in

2024 , which was driven largely by the increase in toll rates on February 1, 2024 coupled with higher traffic supported by

an increase in mobility and rush-hour commuting as workplaces experienced a higher percentage of on-site employees

combined with an increase in rehabilitation construction activities on Highway 401 . The 407 ETR’s net result

increased to 22.0% to CAD 692 million, with our share thereof being CAD 278 million (EUR 188 million) in 2024 ,

from CAD 567 million, with our share thereof being CAD 225 million (EUR 154 million) in 2023 .

Income tax / (expense)

Our income tax expense increased to EUR 145 million in 2024 from EUR 115 million in 2023 . The 2024 expense is

mainly related to the tax expense booked in Poland (EUR 50 million), the deferred tax expense in US due to the

accelerated tax depreciation, partially offset by the recognition of net operating losses arisen in the year (EUR 50

million), the corporate income tax expense in Australia (EUR 16 million) and the withholding tax expense in the

Netherlands related to dividends from Canada and capital gains in India (EUR 32 million). Additionally, there is a

positive impact (income) on the tax expense which arises from registering previous years’ net deferred tax assets

(EUR 6 million, mainly in Turkey and Spain), and from the effects of the Spanish Constitutional Court ruling related

to RD 3/2016 (EUR 31 million).

Profit/(loss) net of tax from discontinued operations

Profit/(loss) net of tax from discontinued operations decreased by 12.5% to a profit EUR 14 million in 2024 from a

profit of EUR 16 million in 2023 , which was primarily driven by earn-outs from the divested Services Business

Division’s business in accordance with the sale agreements (mainly pertaining to the Spanish infrastructure services

businesses). The profit of EUR 16 million generated in 2023 was primarily driven by the same factors.

Net profit/(loss)

Net profit/(loss) for the year increased to EUR 3,490 million in 2024 from EUR 511 million in 2023 , which was

primarily driven by the sale of the 19.75% stake in HAH.

Net profit/(loss) for the year attributed to non-controlling interests

Net profit/(loss) for the year attributed to non-controlling interests increased by 47.6% to a loss of EUR 251

million in 2024 from a loss of EUR 170 million in 2023 , which was primarily due t o the Toll Roads Business

Division’s non-controlling interests in the U.S.

5.A.6.2 C omparison of the Years Ended December 31, 2023 and December 31, 2022

101

Unless stated otherwise, numbers in this section have been derived from the Audited Financial Statements. For a

discussion of the presentation of our historical financial information included in this Annual Report, see “ Presentation

of Financial and Other Information ”.

Our consolidated results of operations for the year ended December 31, 2023 compared with the year ended

December 31, 2022 , are discussed below.


	For the year ended December 31,
	2023	2022	% Variation
	(in millions of euros)
Revenues ...................................................................................................................	8,514	7,551	12.8%
Other operating income .............................................................................................	1	2	(50.0)%
Revenues and other operating income .................................................................	8,515	7,553	12.7%
Materials consumed ...................................................................................................	1,047	1,197	(12.5)%
Other operating expenses .........................................................................................	4,878	4,182	16.6%
Personnel expenses ....................................................................................................	1,599	1,446	10.6%
Total operating expenses ........................................................................................	7,524	6,825	10.2%
Fixed asset depreciation ............................................................................................	401	299	34.1%
Impairment and disposal of fixed assets ...................................................................	35	(6)	n.a
Operating profit/(loss) .............................................................................................	625	423	47.8%
Net financial income/(expense) from financing ........................................................	(328)	(243)	35.0%
Profit/(loss) on derivatives and other net financial income/(expense) .....................	(44)	(122)	(63.9)%
Net financial income/(expense) from infrastructure projects ............................	(372)	(365)	(1.9)%
Net financial income/(expense) from financing .......................................................	111	1	n.a
Profit/(loss) on derivatives and other net financial income/(expense) ......................	31	47	(34.0)%
Net financial income/(expense) from ex-infrastructure projects ...........................	142	48	195.8%
Net financial income/(expense) ..............................................................................	(230)	(317)	27.4%
Share of profits of equity-accounted companies .......................................................	215	165	30.3%
Profit/(loss) before tax from continuing operations ............................................	610	271	125.1%
Income tax / (expense) ..............................................................................................	(115)	(30)	(283.3)%
Profit/(loss) net of tax from continuing operations ............................................	495	241	105.4%
Profit/(loss) net of tax from discontinued operations ................................................	16	64	(75.0)%
Net profit/(loss) ........................................................................................................	511	305	67.5%
Net profit/(loss) for the year attributed to non-controlling interests .........................	(170)	(117)	(45.3)%
Net profit/(loss) for the year attributed to the parent company ........................	341	188	81.4%

Revenues

Revenues increased by 12.8% to EUR 8,514 million in 2023 from EUR 7,551 million in 2022 , primarily due to the

improvement in results across the Business Divisions and particularly in the Toll Roads and Construction Business

Divisions.

The table below sets out our revenues by Business Division for the years ended December 31, 2023 and 2022 :


	For the year ended December 31,
	2023	2022	%Variation
		(in millions of euros)
Toll Roads ..............................................................................................	1,085	780	39.1%
Airports ...................................................................................................	80	54	48.1%
Construction ...........................................................................................	6,869	6,280	9.4%
Energy ....................................................................................................	207	191	8.4%
Others (1) .................................................................................................	506	466	8.6%
Adjustments (2) ........................................................................................	(233)	(220)	5.9%
Total .......................................................................................................	8,514	7,551	12.8%

(1) Others include management revenues of headquarters and certain other immaterial non-operating entities.

(2) Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements.

102

Our Toll Roads Business Division revenue increased by 39.1% to EUR 1,085 million in 2023 from EUR 780

million in 2022 . This increase was mainly due to the traffic increase and toll rates increases, together with the opening

of I-66 in November 2022. All Managed Lanes revenue-per-transaction, grew compared to 2022. Particularly, within

this Business Division:

▪ NTE 1-2 revenues increased by 19.0% to USD 289 million (EUR 267 million), which was mainly driven by

the post-pandemic increase in traffic and higher toll rates.

▪ NTE 35W revenues increased by 39.4% to USD 234 million (EUR 217 million), which was mainly driven

by the opening of segment 3C in June 2023.

▪ LBJ revenues increased by 20.9% to USD 193 million (EUR 178 million), which was primarily driven by

the post-pandemic increase in traffic and higher toll rates.

▪ I-77 revenues increased by 50.5% to USD 91 million (EUR 84 million), which was primarily driven by the

post-pandemic increase in traffic and higher toll rates.

▪ I-66 revenues amounted to USD 167 million (EUR 155 million), which was driven by the opening of the

project in November 2022

Our Airports Business Division revenue increased by 48.1% to EUR 80 million in 2023 from EUR 54 million in 2022 .

This increase was primarily impacted by the Dalaman airport’s revenues following the consolidation of the entity into

the Group in July 2022.

Our Construction Business Division revenue increased by 9.4% to EUR 6,869 million in 2023 from EUR 6,280

million in 2022 . This increase was primarily driven by the performance of Budimex. Particularly, within the Business

Division:

▪ Budimex revenues increased by 17.3%, which was mainly driven by its building and civil works activities

due to its portfolio of contracts in progress and exceeding forecasts supported by good weather, as well as

new projects awarded in 2022.

▪ Webber revenues increased by 8.9%, which was driven mainly by higher sales in its water and heavy civil

works activities as a result of recent project awards.

▪ Ferrovial Construction increased by 5.3%, which was mainly driven by growth in the Spanish market (both

civil works and non-residential buildings) and the Australian market, in connection with the execution of the

Sydney Metro and Coffs Harbour Bypass projects, partially offset by lower activity in North America due to

the completion of several large projects at the same time several other projects commenced.

Our Energy Infrastructure and Mobility Business Division revenue increased by 8.4% to EUR 207 million in 2023

from EUR 191 million in 2022 , which was primarily driven by activities related to waste management in the UK and

the Group’s services activities in Chile.

Other operating income

Other operating income decreased by 50.0% to EUR 1 million in 2023 from EUR 2 million in 2022 , which was driven

by a decrease in construction operating subsidies received.

Revenues and other operating income

Revenues and other operating income increased by 12.7% to EUR 8,515 million in 2023 from EUR 7,553

million in 2022 due to the corresponding increase in revenues.

Materials consumed

Materials consumed decreased by 12.5% to EUR 1,047 million in 2023 from EUR 1,197 million in 2022 , primarily

due to the stabilization of raw materials’ prices, which had significantly increased in 2022 due to the conflict in

Ukraine.

Other operating expenses

103

Other operating expenses increased by 16.6% to EUR 4,878 million in 2023 from EUR 4,182 million in 2022 ,

primarily due to a Construction Business Division project in the U.S., where losses were recognized as a result of an

increase of the expected costs to complete the works that was caused by unexpected events occurring throughout the

year and partially offset by the expected recovery of related claims.

Personnel expenses

Personnel expenses increased by 10.6% to EUR 1,599 million in 2023 from EUR 1,446 million 2022 . This was

primarily driven by an increase in our workforce, which grew by 608 employees, an increase of 2.5% with respect to

the prior year and mainly driven by the Construction Business Division as well as a generalized increased in the

average wage.

Fixed asset depreciation

Fixed asset depreciation increased by 34.1% to EUR 401 million in 2023 from EUR 299 million in 2022 , primarily

due to the opening of toll road I-66 in November 2022 .

Impairment and disposal of fixed assets

Impairment and disposal of fixed assets increased to income of EUR 35 million in 2023 from a loss of EUR (6)

million in 2022 , which was primarily driven by the sale of our 89.2% stake in the toll road Euroscut Azores, which

resulted in a capital gain of EUR 41 million.

Net financial income/(expense) from infrastructure projects

Net financial expense from infrastructure projects increased by 1.9% to a loss of EUR 372 million in 2023 from a loss

of EUR 365 million in 2022 , which was primarily driven by:

▪ an increase of 35.0% in net financial expense financing, which amounted to EUR 328 million in 2023 , as

compared to EUR 243 million in 2022 , which was primarily driven by the borrowing costs of infrastructure

project companies and the decrease in capitalized expenses in the I-66 toll road as it entered into operation in

November 2022; and

▪ a decrease of 63.9% in loss on derivatives and other net financial (expense) to a loss of EUR 44 million in

2023 , as compared to a loss of EUR 122 million in 2022 , which was primarily related to the positive

variation in the performance of Autema’s insurance-linked security (ILS) derivative.

Net financial income/(expense) from ex-infrastructure projects

Net financial income from ex-infrastructure projects increased to EUR 142 million in 2023 from EUR 48 million in

2022 , which was primarily due to:

▪ an increase in net financial income from financing, which amounted to EUR 111 million in 2023 from EUR

1 million in 2022, driven by the increase in returns on our cash resources in Poland and the U.S., which was

partially offset by our cash hedging strategy in Canada, where cash flows are hedged in euro due to no

expected liabilities in Canadian dollars, as well as by an increase in external borrowing costs (in particular,

higher interest rates on our ECP and corporate credit lines); and

▪ a decrease of 34% in profit on derivatives and other net financial income, which was EUR 31 million in

2023 as compared to a profit of EUR 47 million in 2022 , which was primarily driven by the positive impact

in 2022 of the termination of our hedging arrangement contracted in connection with the expected issuance

of a corporate bond, which was ultimately not issued.

Net financial income/(expense)

Net financial expense decreased by 27.4% to an expense of EUR 230 million in 2023from an expense of EUR 317

million in 2022, primarily due to the receipt of higher financial income from ex-infrastructure project companies.

Share of profits of equity-accounted companies

Share of profits of equity-accounted companies increased by 30.3% to EUR 215 million in 2023 from EUR 165

million in 2022 , primarily due to the contribution to results of 407 ETR (EUR 154 million), IRB (EUR 14 million),

Serveo Group (EUR 11 million), NTO at JFK (EUR 4 million) and other equity accounted entities (EUR 32 million).

104

Under share of profits of equity-accounted companies, in 2023, we recorded results of EUR 0 million and EUR 0

million contributed by HAH and AGS, respectively, as compared to results of EUR 0 million and EUR 0 million,

respectively, in 2022. This resulted from application of IAS 28, according to which if the shareholder’s share in losses

of the associate equals or exceeds the amount of its share in the associate, the shareholder shall cease to recognize its

share in the additional losses, unless there are legal or constructive obligations justifying the recognition of a liability

for additional losses once the investment value is reduced to zero. The considerable losses posted in 2019 and 2020 in

HAH and AGS reduced our investments in HAH and AGS to zero, as prior-year losses exceeded the amount of

investment, and there was no commitment to inject additional funds per IAS 28.

In terms of the overall operational performance, Heathrow airport revenue increased by 26.6% to GBP 3,687 million

in 2023, which was driven by an increase in airport traffic throughout the year. AGS airports revenue increased by

18.9% to GBP 198 million in 2023, which was also driven by an increase in airport traffic.

407 ETR’s revenues increased by 12.7% to CAD 1,495 million in 2023, which was driven largely by the lifting of the

COVID-19 restrictions by the province of Ontario and the resulting increases in traffic, with return-to-work policies in

place, supported by rehabilitation construction works in competing Highway 301 and favorable weather conditions.

407 ETR’s net result increased by 30.3% to CAD 567 million, with our share thereof being CAD 225 million (EUR

154 million) in 2023, from CAD 435 million, with our share thereof being CAD 169 million (EUR 124 million) in

2022.

Income tax / (expense)

Our income tax expense increased to EUR 115 million in 2023 from an expense of EUR 30 million in 2022 . The 2023

expense was primarily driven by an increase in our Polish corporate income tax expense and lower corporate tax

income in the Netherlands due to the lack of recognition of the tax losses and credits for the year. Expense of EUR 91

million in the Netherlands due to deferred tax liability for withholding tax of future Canadian dividends and

derecognition of previous years’ net operating losses, which was partially offset by income of EUR 62 million in

Spain in connection with the regularization and corresponding recognition of net operating losses and tax credits for

previous years.

Profit/(loss) net of tax from discontinued operations

Profit/(loss) net of tax from discontinued operations decreased by 75.0% to a profit EUR 16 million in 2023 from a

profit of EUR 64 million in 2022 , which was primarily driven by earn-outs from the divested Services Business

Division’s business in accordance with sale agreements mainly pertaining to the Spanish infrastructure services

businesses. The profit of EUR 64 million generated in 2022 was primarily driven by the divestment of Amey

following its sale, which was completed in December 2022 and generated a capital gain of EUR 58.3 million.

Net profit/(loss)

Net profit/(loss) for the year increased by 67.5% to EUR 511 million in 2023 from EUR 305 million in 2022 , which

was primarily driven by increased income from continued operations.

Net profit/(loss) for the year attributed to non-controlling interests

Net profit/(loss) for the year attributed to non-controlling interests increased by 45.3% to a loss of EUR 170 million in

2023 from a loss of EUR 117 million in 2022 , which was primarily due to the Toll Roads Business Division’s non-

controlling interests in the U.S., partially offset by Dalaman airport’s profits, as the entity was not consolidated until

the second half of 2022.

5.A.7 Segment Reporting

The tables below show our income statement for the years ended December 31, 2024 , 2023 and 2022 , by reporting

segments and total sales by geographic market.

5.A.7.1 Segment reporting

105

In January 2024, we conducted a partial reorganization of our Business Divisions pursuant to which the energy

solutions business line, which was part of the Construction Business Division, and the energy infrastructures business

line, which was part of the former Energy Infrastructure and Mobility Business Division, merged. The resulting

Business Division has been named the Energy Business Division. The mobility business line and remaining services

businesses, which were until then part of the former Energy Infrastructure and Mobility Business Division, are

separately managed outside of the scope of our Business Divisions and reported as “Other” (see further explanation in

“4. Information on the Company —B._Business overview —1. Overview” and “Note 1.5 (Segment Reporting)” to the

Audited Financial Statements for additional information about our reporting segments) . Information presented in this

Annual Report for historical periods prior to this segment change has been revised to reflect the partial reorganization.

The tables below show our income statement for the years ended December 31, 2024 , 2023 and 2022 , by reporting

segments.


	For the year ended December 31, 2024
	Construction	Toll Roads	Airports	Energy	Other (1)	Adjustments (2)	Total
	(in millions of euros)
Revenue ....................................	7,234	1,256	91	270	520	(224)	9,147
Total operating expenses ..........	6,806	338	65	268	551	(222)	7,806
Fixed asset depreciation ............	146	232	22	13	28	0	441
Impairment and disposal of fixed assets ................................	0	151	2,025	0	32	0	2,208
Operating profit/(loss) ............	284	837	2,029	(11)	(28)	(2)	3,109
Profit/(loss) on derivatives and other net financial income/ (expense) ...................................	(34)	(75)	627	0	24	(3)	539
Net financial income/(expense) from financing ..........................	150	(215)	(2)	(8)	(193)	3	(265)
Net financial income/ (expense) ..................................	116	(290)	625	(8)	(169)	0	274
Share of profits of equity- accounted companies ................	0	226	8	0	4	0	238
Profit/(loss) before tax from continuing operations .............	400	773	2,662	(19)	(193)	(2)	3,621
Income/(expense) tax ................	(142)	(110)	3	5	99	0	(145)
Profit/(loss) net of tax from continuing operations ...............	258	663	2,665	(14)	(94)	(2)	3,476
Profit/(loss) net of tax from discontinued operations ............	0	0	0	0	14	0	14
Net profit/(loss) .......................	258	663	2,665	(14)	(80)	(2)	3,490
Net profit/(loss) for the year attributed to non-controlling interests .....................................	(68)	(160)	(23)	0	0	0	(251)
Net profit/(loss) for the year attributed to the parent company ...................................	190	503	2,642	(14)	(80)	(2)	3,239

(1) We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial

SE, the Group’s parent company, and some minor subsidiaries, including our mobility business, waste management plants and services to the

mining industry in Chile.

(2) Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated finan cial statem ents.

106


	For the year ended December 31, 2023
	Construction	Toll Roads	Airports	Energy	Other (1)	Adjustments (2)	Total
	(in millions of euros)
Revenue ....................................	6,869	1,085	80	207	506	(233)	8,514
Total operating expenses ..........	6,659	286	58	206	548	(233)	7,524
Fixed asset depreciation ............	134	213	20	9	26	(1)	401
Impairment and disposal of fixed assets ................................	0	38	0	0	(2)	(1)	35
Operating profit/(loss) ............	77	624	2	(8)	(70)	0	625
Profit/(loss) on derivatives and other net financial income/ (expense) ...................................	(31)	5	(12)	(1)	28	(2)	(13)
Net financial income/(expense) from financing ..........................	117	(224)	3	0	(114)	1	(217)
Net financial income/ (expense) ..................................	86	(219)	(9)	(1)	(86)	(1)	(230)
Share of profits of equity- accounted companies ................	0	198	11	(1)	6	1	215
Profit/(loss) before tax from continuing operations ...............	163	603	4	(10)	(150)	0	610
Income/(expense) tax ................	(65)	(55)	(20)	2	22	1	(115)
Profit/(loss) net of tax from continuing operations ...............	98	548	(16)	(8)	(128)	1	495
Profit/(loss) net of tax from discontinued operations ............	0	0	0	0	17	(1)	16
Net profit/(loss) .......................	98	548	(16)	(8)	(111)	0	511
Net profit/(loss) for the year attributed to non-controlling interests .....................................	(51)	(126)	7	0	0	0	(170)
Net profit/(loss) for the year attributed to the parent company ...................................	47	422	(9)	(8)	(111)	0	341

(1) We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial

SE, the Group’s parent company, and some minor subsidiaries, including our mobility business, waste management plants and services to the

mining industry in Chile.

(2) Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements

107


	For the year ended December 31, 2022
	Construction	Toll Roads	Airports	Energy	Other (1)	Adjustments (2)	Total
	(in millions of euros)
Revenue ....................................	6,280	780	54	191	466	(220)	7,551
Total operating expenses ..........	6,106	230	56	196	458	(221)	6,825
Fixed asset depreciation ............	107	159	7	8	18	0	299
Impairment and disposal of fixed assets ................................	0	(3)	0	0	(3)	0	(6)
Operating profit/(loss) ............	69	388	(9)	(13)	(12)	0	423
Profit/(loss) on derivatives and other net financial income/ (expense) ...................................	(34)	(109)	19	0	50	(1)	(75)
Net financial income/(expense) from financing ..........................	36	(240)	0	(4)	(35)	1	(242)
Net financial income/ (expense) ..................................	2	(349)	19	(4)	15	0	(317)
Share of profits of equity- accounted companies ................	0	157	7	0	0	1	165
Profit/(loss) before tax from continuing operations .............	71	196	17	(17)	3	1	271
Income/(expense) tax ................	(6)	(39)	2	(2)	15	0	(30)
Profit/(loss) net of tax from continuing operations ...............	65	157	19	(19)	18	1	241
Profit/(loss) net of tax from discontinued operations ............	0	0	0	0	64	0	64
Net profit/(loss) .......................	65	157	19	(19)	82	1	305
Net profit/(loss) for the year attributed to non-controlling interests .....................................	(42)	(66)	(9)	0	0	0	(117)
Net profit/(loss) for the year attributed to the parent company ...................................	23	91	10	(19)	82	1	188

(1) We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant

being Ferrovial SE, the Group’s parent company, and some minor subsidiaries, including our mobility business, waste management

plants and services to the mining industry in Chile.

(2) Adjustments consist of inter-segment sales that are eliminated in the Group’s consolidated financial statements

5.A .7.2 Geog raphic information

We report our revenues based on the following geographic breakdowns: United States, Poland, Spain, United

Kingdom, Canada and Other.


	For the year ended December 31,
	2024	2023	2022

USA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3,271	2,879	2,906
Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2,119	2,160	1,842
Spain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,582	1,475	1,154
UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	809	771	708
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	246	161	100
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1,120	1,068	841
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9,147	8,514	7,551

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5.A.8 Non-IFRS Measures: Operating Results

In evaluating our operating performance, we analyze certain measures of operating results not defined by, or

calculated in accordance with, IFRS: Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Comparable or

“Like-for-like” (“LfL”) Growth, and Order Book. Those measures are not audited and are not a substitute for, or

superior to, reported results presented in accordance with IFRS-IASB.

These non-IFRS measures should not be considered as alternatives to consolidated result for the period, operating

result, revenue, cash generated from operating activities or any other performance measures derived in accordance

with IFRS as measures of operating performance or operating cash flows or liquidity.

We believe that these non-IFRS measures are metrics commonly used by investors and analysts to evaluate our

performance. We further believe that the disclosure of these non-IFRS measures is useful to investors and analysts

because these metrics assist investors and analysts in comparing our operating performance across reporting periods

on a consistent basis by excluding items that our management believes are not indicative of our core operating

performance. Furthermore, these non-IFRS measures form the basis of how our executive team and the Board evaluate

our performance.

By disclosing these non-IFRS measures, we believe that we create for investors and analysts a greater understanding

of, and an enhanced level of transparency into, some of the means by which our management team operates and

evaluates us and facilitates comparisons of the current period’s results with prior periods. While similar measures are

widely used in the industry in which we operate, the financial measures we use may not be comparable to similarly

titled measures used by other companies, nor are they intended to be substitutes for measures of financial performance

or financial position as prepared in accordance with IFRS-IASB.

Our management uses Adjusted EBIT, Adjusted EBIT Margin, Adjusted EBITDA, Comparable or “Like- for-

like” (“LfL”) Growth, and Order Book as measures of operating performance and in communications with the Board

concerning our financial performance.

For non-IFRS measures relating to our liquidity and capital resources, see “ —B. Liquidity and Capital Resources—6.

Non-IFRS Measures: Liquidity and Capital Resources. ”

In January 2024, we conducted a partial reorganization of our Business Divisions (for further information, see “ 4.

Information on the Company —B.Business Overview —1. Overview ” and Note 1.5 (Segment Reporting) to the Audited

Financial Statements). Information presented in this Annual Report for historical periods prior to the segment change

has been revised to reflect the partial reorganization.

5.A.8.1 Adjusted EBIT and Adjusted EBIT Margin

Adjusted EBIT is 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) and

impairment and disposal of fixed assets.

Adjusted EBIT is a non-IFRS financial measure and should not be considered as an alternative to net profit or loss or

any other measure of our financial performance calculated in accordance with IFRS. Adjusted EBIT does not have a

standardized meaning and, therefore, cannot be compared to Adjusted EBIT of other companies.

Adjusted EBIT has limitations as an analytical tool. Some of these limitations include:

▪ Adjusted EBIT

▪ does not reflect our cash expenditures or future requirements for capital expenditures or contractual

commitments;

▪ does not reflect changes in, or cash requirements for, our working capital needs;

▪ does not reflect the significant interest expense, or the cash requirements necessary to service interest or

principal payments, on our debt, or our proportional interest in the interest expense of our unconsolidated

investments or the cash requirements necessary to service interest or principal payments on the debt borne

by our unconsolidated investments;

▪ does not reflect our income taxes or the cash requirement to pay our taxes; or our proportional interest in

income taxes of our unconsolidated investments or the cash requirements necessary to pay the taxes of our

unconsolidated investments; and

109

▪ does not reflect the effect of certain mark-to-market adjustments and non-recurring items or our

proportional interest in the mark-to-market adjustments at our unconsolidated investments.

▪ We do not have control, nor have any legal claim to the portion of the unconsolidated investees’ revenues and

expenses allocable to our joint venture partners. As we do not control, but do exercise significant influence,

we account for the unconsolidated investments in accordance with the equity method of accounting. Net

earnings from these investments are reflected within our consolidated statements of operations in share of

profits of equity-accounted companies. Adjustments related to our proportionate share from unconsolidated

investments include only our proportionate amounts of interest expense, income taxes, depreciation,

amortization and accretion, and mark-to-market adjustments included in share of profits of equity-accounted

companies; and

▪ Other companies in our industry may calculate Adjusted EBIT differently than we do, limiting its usefulness

as a comparative measure.

Because of these limitations, Adjusted EBIT should not be considered in isolation or as a substitute for performance

measures calculated in accordance with IFRS.

Adjusted EBIT Margin is defined as Adjusted EBIT divided by our revenues for the relevant period.

The following tables set forth a reconciliation of Adjusted EBIT to our net profit/(loss) for the periods indicated:


	For the year ended December 31,
	2024	2023	2022
	(in millions of euros)
Net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3,490	511	305
Profit/(loss) net of tax from discontinued operations . . . . . . . . . . . . . . . . . . . . . . .	(14)	(16)	(64)
Income tax/(expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	145	115	30
Share of profits of equity-accounted companies . . . . . . . . . . . . . . . . . . . . . . . . . .	(238)	(215)	(165)
Net financial income/(expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(274)	230	317
Impairment and disposal of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(2,208)	(35)	6
Adjusted EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	901	590	429

The following tables set forth a reconciliation of Adjusted EBIT by Business Division to our net profit/(loss) by

Business Division for the years ended December 31, 2024 , 2023 and 2022 :


	For the year ended December 31, 2024
	Construction	Toll Roads	Airports	Energy	Other	Adjustments	Total
	(in millions of euros)
Net profit/(loss) .........................	258	663	2,665	(14)	(80)	(2)	3,490
Profit/(loss) net of tax from discontinued operations ............	—	—	—	—	(14)	—	(14)
Income tax/(expense) ................	142	110	(3)	(5)	(99)	—	145
Share of profits of equity- accounted companies ................	—	(226)	(8)	—	(4)	—	(238)
Net financial income/(expense)	(116)	290	(625)	8	169	—	(274)
Impairment and disposal of fixed assets ................................	—	(151)	(2,025)	—	(32)	—	(2,208)
Adjusted EBIT ........................	284	686	4	(11)	(60)	(2)	901

110


	For the year ended December 31, 2023
	Construction	Toll Roads	Airports	Energy	Other	Adjustments	Total
	(in millions of euros)
Net profit/(loss) .........................	98	548	(16)	(8)	(111)	—	511
Profit/(loss) net of tax from discontinued operations ............	—	—	—	—	(17)	1	(16)
Income tax/(expense) ................	65	55	20	(2)	(22)	(1)	115
Share of profits of equity- accounted companies ................	—	(198)	(11)	1	(6)	(1)	(215)
Net financial income/(expense)	(86)	219	9	1	86	1	230
Impairment and disposal of fixed assets ................................	—	(38)	—	—	2	1	(35)
Adjusted EBIT ........................	77	586	2	(8)	(68)	1	590


	For the year ended December 31, 2022
	Construction	Toll Roads	Airports	Energy	Other	Adjustments	Total
	(in millions of euros)
Net profit/(loss) .........................	65	157	19	(19)	82	1	305
Profit/(loss) net of tax from discontinued operations ............	—	—	—	—	(64)	—	(64)
Income tax/(expense) ................	6	39	(2)	2	(15)	—	30
Share of profits of equity- accounted companies ................	—	(157)	(7)	—	—	(1)	(165)
Net financial income/(expense)	(2)	349	(19)	4	(15)	—	317
Impairment and disposal of fixed assets ................................	—	3	—	—	3	—	6
Adjusted EBIT ........................	69	391	(9)	(13)	(9)	—	429

The table below sets out our Adjusted EBIT by Business Division for the years ended December 31, 2024 and 2023 :


	For the year ended December 31,
	2024	2023	%Variation
	(in millions of euros)
Toll Roads ...................................................................................................	686	586	17.1%
Airports ........................................................................................................	4	2	100.0%
Construction ................................................................................................	284	77	268.8%
Energy ........................................................................................................	(11)	(8)	(37.5)%
Others (1) ......................................................................................................	(62)	(67)	7.5%
Total ............................................................................................................	901	590	52.7%

(1) Others include management revenues of our headquarters and certain other immaterial non-operating entities, in cluding our mobility

business, waste management plants and services to the mining industry in Chile.

Our Toll Roads Adjusted EBIT increased to EUR 686 million in 2024 from EUR 586 million in 2023 , which was

primarily driven by increased traffic volume and toll rates increases, mainly in the United States.

Our Construction Adjusted EBIT increased to EUR 284 million in 2024 from EUR 77 million in 2023 , resulting in an

Adjusted EBIT Margin of 3.9% in 2024 as compared to 1.1% in 2023 . This was generally driven by Budimex’s

profitability supported by risk mitigations i n the completion of contracts, together with the absence of losses in the

completion works in large projects in the U.S.

Our Airports Adjusted EBIT increased to a profit of EUR 4 million in 2024 from a loss of EUR 2 million in 2023 ,

which was mainly driven by Dalaman airport, where increased passenger traffic led to higher revenues, while also

benefiting from savings in utilities due to lower energy prices.

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Our Energy Adjusted EBIT decreased to a loss of EUR 11 million in 2024 from a loss of EUR 8 million in 2023 ,

which was generally driven b y higher overheads due to increased activity post-merger, and the negative impact of

depreciation of Centella after starting operations in July 2024.

The table below sets out our Adjusted EBIT by Business Division for the years ended December 31, 2023 and 2022 :


	For the year ended December 31,
	2023	2022	%Variation
	(in millions of euros)
Toll Roads ..............................................................................................	586	391	49.9%
Airports ...................................................................................................	2	(9)	122.2%
Construction ...........................................................................................	77	69	11.6%
Energy ...................................................................................................	(8)	(13)	38.5%
Others (1) .................................................................................................	(67)	(9)	n.a
Total .......................................................................................................	590	429	37.5%

(1) Others include management revenues of our headquarters and certain other immaterial non-operating entities, inclu ding our mobility

business, waste management plants and services to the mining industry in Chile.

Our Toll Roads Adjusted EBIT increased to EUR 586 million in 2023 from EUR 391 million in 2022 , which was

primarily driven by increased traffic volume following the lifting of COVID-19 restrictions and higher toll rates.

Our Construction Adjusted EBIT decreased to EUR 77 million in 2023 from EUR 69 million in 2022 , resulting in an

Adjusted EBIT Margin of 1.1% in 2023 as compared to 1.1% in 2022 . This was generally driven by Budimex’s

profitability, indexation agreements and higher building and civil works volume, partially offset by the completion of

several large projects in the U.S. and the negative impact of a landslide in one of our projects in Colombia.

Our Airports Adjusted EBIT increased to a loss of EUR 2 million in 2023 from a loss of EUR 9 million in 2022 ,

which was mainly driven by increases in passenger traffic and the incorporation of Dalaman airport’s revenues after its

consolidation into the Group in July 2022.

Our Energy Adjusted EBIT increased to a loss of EUR 8 million in 2023 from a loss of EUR 13 million in 2022 ,

which was generally driven by the positive evolution of the energy solutions business line.

5.A.8.2 Adjusted EBITDA

Adjusted EBITDA is 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.

Adjusted EBITDA is a non-IFRS financial measure and should not be considered as an alternative to net profit or loss

or any other measure of our financial performance calculated in accordance with IFRS. We use Adjusted EBITDA, in

addition to Adjusted EBIT, to provide an analysis of our operating results, excluding depreciation and amortization, as

they are non-cash variables, which can vary substantially from company to company depending on accounting policies

and accounting valuation of assets. Adjusted EBITDA is used as an approximation to pre-tax operating cash flow and

reflects cash generation before working capital variation.

Adjusted EBITDA has limitations as an analytical tool. Some of these limitations include:

▪ Adjusted EBITDA

▪ does not reflect our cash expenditures or future requirements for capital expenditures or contractual

commitments;

▪ does not reflect changes in, or cash requirements for, our working capital needs;

▪ does not reflect the significant interest expense, or the cash requirements necessary to service interest or

principal payments, on our debt, or our proportional interest in the interest expense of our unconsolidated

investments or the cash requirements necessary to service interest or principal payments on the debt

borne by our unconsolidated investments;

112

▪ does not reflect our income taxes or the cash requirement to pay our taxes; or our proportional interest in

income taxes of our unconsolidated investments or the cash requirements necessary to pay the taxes of

our unconsolidated investments;

▪ does not reflect depreciation, amortization and accretion which are non-cash charges; or our proportional

interest in depreciation, amortization and accretion of our unconsolidated investments. The assets being

depreciated, amortized and accreted will often have to be replaced in the future, and Adjusted EBITDA

does not reflect any cash requirements for such replacements; and