APPENDIX

Appendix III – Post-closing events

Sale completion of the infrastructure operation and maintenance business in Spain of Ferrovial (February 2nd, 2022)

After the fulfillment of the conditions precedent to which the transaction was subject, the parties have completed the sale.

The price of the shares sold received by Ferrovial amounts to EUR171mn. This price does not include the earn-outs, valued at EUR50mn, which will be applied after the closing of the transaction based on the fulfillment of certain requirements set forth in the share purchase agreement. This price has been set by reference to the data estimated by Ferrovial from the balance sheet of the group sold at 31 January 2022, and is subject to review in the usual manner for transactions of this type. In addition, Ferrovial retains on its balance sheet the cash generated from 31 December 2020 and until the closing of the transaction, which is estimated at EUR60mn.

The transaction, excluding the earn-outs, is not expected to have a relevant impact on the consolidated accounts of Ferrovial, since the book value of this business is similar to the price above mentioned.

As provided for in the share purchase agreement, a subsidiary of Ferrovial has acquired 24.99% of the share capital of the acquiring entity for a price of EUR17mn.

Ferrovial reaches an agreement with YDA Group to acquire 60% of Dalaman International Airport in Turkey (February 17th, 2022)

Ferrovial, through its Airports division, has reached an agreement with Turkish infrastructure company YDA Group to acquire a 60% stake in the company that manages the Dalaman Airport concession for EUR140mn.  YDA Group, which has been operating the asset since 2006 and will retain a 40% stake, has undertaken major upgrades to the facilities. Completion of the deal is contingent upon the  customary approvals for this type of transaction, including clearance from the Turkish authorities. It is expected to be completed in the first half of 2022.

YDA Group was awarded a 26-year concession to operate the airport in 2014, and that was subsequently extended to 2042. The concession agreement included the construction of a new international terminal that came into service in 2018.  The airport is located on the Turkish Riviera, the airport handled 5mn passengers in 2019, most of them international. Under the concession agreement, fees per passenger are set and collected in euro, with the result that the bulk of the airport’s revenues are in that currency.

Ferrovial and Carlyle have reached an exclusivity agreement to negotiate the transfer to Ferrovial of the 96% of the stake held by Carlyle in the consortium appointed to design, build and operate the new Terminal 1 at Airport JFK in New York (February 18th, 2022)

Ferrovial and Carlyle have reached an exclusivity agreement to negotiate the transfer to Ferrovial of the 96% of the stake held by Carlyle in New Terminal One, the consortium appointed to design, build and operate the new Terminal 1 at International Airport JFK in New York (which includes de former Terminals 1, 2 and 3 of this airport and possible extensions). Carlyle holds a 51% stake in New Terminal One. If an agreement is reached on the transaction, Ferrovial would therefore acquire a 96% of said stake. The closing of the deal would be subject to the usual conditions for this type of transactions, including the approval of Port Authority of New York and New Jersey.