FER Ferrovial SE

 

As filed with the Securities and Exchange Commission on February 28, 2025

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

 

FERROVIAL SE

(Exact name of registrant as specified in its charter)

 

The Netherlands	98-1732985
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

 

Gustav Mahlerplein 61-63

Symphony Towers, 14^th Floor

1082 MS Amsterdam

The Netherlands

Tel: +31 20 798 37 00

(Address, including zip code, and telephone number, including area code, of principal executive offices)

 

 

2022 PERFORMANCE-BASED SHARE PLAN OF FERROVIAL SE 2020-2022 FOR EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT

2022 PERFORMANCE-BASED SHARE PLAN OF FERROVIAL SE 2020-2022 FOR EXECUTIVES

2023 PERFORMANCE-BASED SHARE PLAN OF FERROVIAL SE 2023-2025 FOR EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT

2023 PERFORMANCE-BASED SHARE PLAN OF FERROVIAL SE 2023-2025 FOR EXECUTIVES

2024 PERFORMANCE-BASED SHARE PLAN OF FERROVIAL SE 2023-2025 FOR EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT

2024 PERFORMANCE-BASED SHARE PLAN OF FERROVIAL SE 2023-2025 FOR EXECUTIVES

PLAN TO RECEIVE REMUNERATION THROUGH THE DELIVERY OF FERROVIAL SE SHARES 2025-2029

(Full title of the plan)

 

 

CT Corporation System

28 Liberty Street, 42nd Floor

New York, NY 10005

Attn: GM

(Name and address for agent for service)

212-894-8940

(Telephone number, including area code, of agent for service)

 

 

Copies to:
M. Ryan Benedict Latham & Watkins LLP 99 Bishopsgate London EC2M 3XF United Kingdom +44 20 7710 4669		Tijmen Klein Bronsvoort De Brauw Blackstone Westbroek N.V. Burgerweeshuispad 201 1076 GR Amsterdam The Netherlands +31 20 577 1357

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨
		Emerging growth company	¨

 

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute prospectuses that meet the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.   Incorporation of Documents by Reference.

 

The following documents previously filed with the Commission by Ferrovial SE (the “Registrant’) are incorporated herein by reference:

 

(a) the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024, accepted on February 27, 2025 and filed with the Commission on February 28, 2025 (File No. 001-41912); and

 

(b) the description of the Registrant’s ordinary shares, €0.01 par value per share, contained in Exhibit 2.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024, accepted on February 27, 2025 and filed with the Commission on February 28, 2025 (File No. 001-41912), including any amendments or reports filed for the purpose of updating such description.

 

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent designated therein, certain Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents. Reports on Form 6-K that the Registrant furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated by reference herein.

 

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document or report which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.   Description of Securities.

 

Not applicable.

 

Item 5.   Interests of Named Experts and Counsel.

 

Not applicable.

 

 

Item 6.    Indemnification of Directors and Officers.

 

Under Dutch law, the management of a company is a joint undertaking and each director can be held jointly and severally liable to the Registrant for damages in the event of improper or negligent performance of their duties. Directors may incur additional specific civil liabilities (including vis-à-vis third parties) and criminal liabilities. All directors are jointly and severally liable for failure of one or more co-directors. An individual director is only exempted from liability if he or she proves that he or she cannot be held seriously culpable for the mismanagement and that he has not been negligent in seeking to prevent the consequences of the mismanagement. In this regard a director may, however, refer to the allocation of tasks between the directors.

 

The Registrant has not itself indemnified, neither in its articles of association or otherwise, the members of the Board of Directors. The Registrant does maintain insurance to insure its directors and officers against certain liability relating to their conduct in their capacity as director or officer, subject to certain limitations, including that the coverage of such insurance does not apply in case of a deliberately dishonest or a deliberately fraudulent act.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7.    Exemption from Registration Claimed.

 

 Not applicable.

 

Item 8.    Exhibits.

 

Exhibit Number		Description of Exhibit
4.1		Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form 20-F (File No. 001-41912) filed on January 5, 2024).
5.1*		Opinion of De Brauw Blackstone Westbroek N.V.
23.1*		Consent of Ernst & Young, S.L., Independent Registered Public Accounting Firm.
23.2*		Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page hereto).
99.1*+		English translation of 2022 General Conditions of the Performance-Based Share Plan of the Registrant for Executive Directors and Senior Management 2020-2022, together with the form of Specific Conditions thereunder.
99.2*+		English translation of 2022 General Conditions of the Performance-Based Share Plan of the Registrant for Executives 2020-2022, together with the form of Specific Conditions thereunder.
99.3*+		English translation of 2023 General Conditions of the Performance-Based Share Plan of the Registrant for Executive Directors and Senior Management 2023-2025, together with the form of Specific Conditions thereunder.

 

 

Exhibit Number		Description of Exhibit
99.4*+		English translation of 2023 General Conditions of the Performance-Based Share Plan of the Registrant for Executives 2023-2025, together with the form of Specific Conditions thereunder.
99.5*+		English translation of 2024 General Conditions of the Performance-Based Share Plan of the Registrant for Executive Directors and Senior Management 2023-2025, together with the form of Specific Conditions thereunder.
99.6*+		English translation of 2024 General Conditions of the Performance-Based Share Plan of the Registrant for Executives 2023-2025, together with the form of Specific Conditions thereunder.
99.7*		English translation of Form of Certificate of Units Allocated under the Performance-Based Share Plans of the Registrant.
99.8*		English translation of General Conditions of the Plan to Receive Remuneration Through the Delivery of Ferrovial SE Shares 2025-2029.
107*		Filing Fee Table.

 

* Filed herewith.

 

+ Certain portions of this exhibit (indicated by “[***]”) have been redacted because the Registrant customarily and actually treats the redacted information as private or confidential and the omitted information is not material.

 

Item 9.   Undertakings.

 

(a)           The Registrant hereby undertakes:

 

(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

         (i)            to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

         (ii)           to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

          (iii)          to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

 

(2)            That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)          The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ignacio Madridejos Fernández and Ernesto López Mozo, and each of them, as such individual’s true and lawful attorney in fact and agent with full power of substitution, for such individual in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney in fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amsterdam, The Netherlands, on February 28, 2025.

 

	FERROVIAL SE
	By:	/s/ Ignacio Madridejos Fernández
	Name:	Ignacio Madridejos Fernández
	Title:	Chief Executive Officer
	By:	/s/ Ernesto López Mozo
	Name:	Ernesto López Mozo
	Title:	Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Rafael del Pino Calvo-Sotelo		Chairman of the Board and Executive Director		February 28, 2025
Rafael del Pino Calvo-Sotelo
/s/ Óscar Fanjul Martin		Vice Chairman of the Board		February 28, 2025
Óscar Fanjul Martin
/s/ Ignacio Madridejos Fernández		Chief Executive Officer and Executive Director		February 28, 2025
Ignacio Madridejos Fernández		(Principal Executive Officer)
/s/ María del Pino		Director		February 28, 2025
María del Pino
/s/ José Fernando Sánchez-Junco		Director		February 28, 2025
José Fernando Sánchez-Junco
/s/ Philip Bowman		Director		February 28, 2025
Philip Bowman

 

 

/s/ Hanne Sørensen		Director		February 28, 2025
Hanne Sørensen
/s/ Bruno Di Leo		Director		February 28, 2025
Bruno Di Leo
/s/ Juan Hoyos		Lead Director		February 28, 2025
Juan Hoyos
/s/ Gonzalo Urquijo		Director		February 28, 2025
Gonzalo Urquijo
/s/ Hildegard Wortmann		Director		February 28, 2025
Hildegard Wortmann
/s/ Alicia Reyes		Director		February 28, 2025
Alicia Reyes
/s/ Ernesto López Mozo		Chief Financial Officer		February 28, 2025
Ernesto López Mozo		(Principal Financial Officer and Principal Accounting Officer)

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Ferrovial SE, has signed this registration statement in the City of Houston, Texas on February 28, 2025.

 

	Ferrovial Holding US Corp.
	(Authorized Representative in the United States)
	By:	/s/ Matthew W. Little
	Name:	Matthew W. Little
	Title:	President

 

 

 

Exhibit 5.1

 

Advocaten Notarissen Belastingadviseurs

 

 

 

	Claude Debussylaan 80 P.O. Box 75084
To: Ferrovial SE Gustav Mahlerplein 61-63 Symphony Towers, 14th Floor 1082 MS Amsterdam The Netherlands	1070 AB Amsterdam   T +31 20 577 1771 F +31 20 577 1775

 

Date 28 February 2025		Tijmen Klein Bronsvoort
		E Tijmen.Kleinbronsvoort@debrauw.com
Our ref.	M43653100/1/20761830/LB	T +31 20 577 1357
		F +31 20 577 1775

 

Re:

Registration with the US Securities and Exchange Commission of shares in the share capital of the Issuer

 

Dear Sir/Madam,

 

Registration with the US Securities and Exchange Commission of
ordinary shares in the share capital of the Issuer

 

1

Introduction

 

We, De Brauw Blackstone Westbroek N.V. (“De Brauw”, “we”, “us” and “our”, as applicable), act as Dutch legal adviser to the Issuer in connection with the Registration.

 

Certain terms used in this opinion are defined in Annex 1 (Definitions).

 

2

Dutch Law

 

This opinion (including all terms used in it) is to be construed in accordance with Dutch law. It is limited to Dutch law and the law of the European Union, to the extent directly applicable in the Netherlands, in effect on the date of this opinion and accordingly, we do not express any opinion on other matters such as matters of fact.

 

 

 

De Brauw Blackstone Westbroek N.V., Amsterdam, is registered with the Trade Register in the Netherlands under no. 27171912.

 

All services and other work are carried out under an agreement of instruction (“overeenkomst van opdracht”) with De Brauw Blackstone Westbroek N.V. The agreement is subject to the General Conditions, which have been filed with the register of the District Court in Amsterdam and contain a limitation of liability.

Client account notaries ING Bank IBAN NL83INGB0693213876 BIC INGBNL2A.

 

 

 

3

Scope of Inquiry

 

We have examined, and relied upon the accuracy of the factual statements in, the following documents:

 

(a)

A copy of:

 

(i)

the Registration Statement; and

 

(ii)

the Plans.

 

(b)

A copy of:

 

(i)

the Issuer Articles of Association, as provided to us by the Chamber of Commerce (Kamer van Koophandel);

 

(ii)

the FISE Articles of Association, as provided to us by the Chamber of Commerce (Kamer van Koophandel);

 

(iii)

the Trade Register Extract; and

 

(iv)

the Board Rules.

 

(c)

A copy of:

 

(i)

each Corporate Resolution; and

 

(ii)

the Board Certificate.

 

In addition, we have obtained the following confirmations on the date of this opinion:

 

(a)

Confirmation by telephone from the Chamber of Commerce that the Trade Register Extract is up to date.

 

(b)

Confirmation through https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en and https://www.rijksoverheid.nl/documenten/rapporten/2015/08/27/nationale-terrorismelijst that the Issuer is not included on any Sanctions List.

 

(c)

 

(i)

Confirmation through https://insolventies.rechtspraak.nl; and

 

(ii)

confirmation through www.rechtspraak.nl, derived from the segment for EU registrations of the Central Insolvency Register;

 

in each case that the Issuer is not registered as being subject to Insolvency Proceedings.

 

 

 

We have not examined any document, and do not express an opinion on, or on any reference to, any document other than the documents referred to in this paragraph 3. Our examination has been limited to the text of the documents and we have not investigated the meaning and effect of any document (or part of it) governed by a law other than Dutch law under that other law.

 

4

Assumptions

 

We have made the following assumptions:

 

(a)

 

(i)

The Issuer has been duly incorporated as a public limited liability company under the laws of England and Wales and was validly converted into a European public limited liability company (Societas Europaea) under the laws of England and Wales on 13 December 2018.

 

(ii)

The Issuer transferred its registered office to the Netherlands on 26 March 2019, and has maintained its head office in the Netherlands since such date.

 

(b)

 

(i)

Each copy document conforms to the original and each original is genuine and complete.

 

(ii)

Each signature is the genuine signature of the individual concerned.

 

(iii)

Each confirmation referred to in paragraph 3 is true.

 

(iv)

The Registration Statement has been or will have been filed with the SEC in the form referred to in this opinion.

 

(c)

 

(i)

The Issuer Articles of Association were in force on the date of the Corporate Resolutions set forth under (a) of the definition of “Corporate Resolutions”, and will remain in force without modification.

 

(ii)

The FISE Articles of Association were in force on the date of the Corporate Resolution set forth under (b) of the definition of “Corporate Resolutions”.

 

 

 

(iii)

The Board Rules were in force on the date of the Corporate Resolutions or, where the Board Rules were not in force at the date of a Corporate Resolution, such Corporate Resolution was adopted in accordance with the prevailing board rules at such time.

 

(iv)

The Board Rules will remain in force without modification.

 

(v)

The 2022 Performance-Based Share Plan falls within the scope of the Long-Term Incentive Plan 2020-2022.

 

(vi)

The 2023 Performance-Based Share Plan and the 2024 Performance-Based Share Plan fall within the scope of the Long-Term Incentive Plan 2023-2025.

 

(vii)

Each Corporate Resolution has been duly adopted and remains in force without modification.

 

(viii)

Each Corporate Resolution complies with the requirements of reasonableness and fairness (redelijkheid en billijkheid).

 

(d)

 

(i)

In respect of the New Shares:

 

(A)

the issue by the Issuer of the New Shares (or the grant of any rights to acquire New Shares) will have been validly authorised; and

 

 

 

(B)

any pre-emption rights in respect of the issue of the New Shares (or the grant of any rights to acquire New Shares) will have been observed or validly excluded,

 

all in accordance with the Issuer Articles of Association at the time of authorisation or of observance or exclusion.

 

(ii)

The Issuer’s authorised share capital at the time of issue of any Registration Share will be (in case of New Shares) or was (in case of Existing Shares) sufficient to allow for the issue.

 

(iii)

The Registration Shares will have been:

 

(A)

issued or transferred in the form and manner prescribed by the Issuer Articles of Association at the time of issue or transfer; and

 

(B)

issued or transferred, and accepted by their subscribers or transferees, in accordance with the relevant Plan and any grant document under the relevant Plan, and in accordance with all applicable laws (including, for the avoidance of doubt, Dutch law).

 

(iv)

The nominal amount of the Registration Shares and any agreed share premium will have or has been validly paid.

 

(e)

No Registration Shares will be issued or transferred under the 2025-2029 Stock Bonus Plan to the Issuer’s statutory directors as remuneration in their capacity as such.

 

(f)

 

(i)

At the time of the Registration:

 

(A)

the relevant Plan will be in full force and effect without modification (other than any change of any maximum aggregate number of Shares that may be issued under the relevant Plan); and

 

(B)

the aggregate number of Registration Shares that will be registered under the relevant Plan will not exceed the maximum number permitted under that Plan.

 

5

Opinion

 

Based on the Board Certificate, the documents and confirmations referred to and assumptions made in paragraphs 3 and 4 and subject to the qualifications in paragraph 6 and any matters not disclosed to me (including force (bedreiging), fraud (bedrog), undue influence (misbruik van omstandigheden) or a mistake (dwaling), we are of the opinion that when issued, the Registration Shares will be (in case of New Shares) or have been (in case of Existing Shares) validly issued and will be (in case of New Shares) or are (in case of Existing Shares) fully paid and nonassessable¹.

 

¹ In this opinion, “nonassessable” – which term has no equivalent in Dutch – means, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of his shareholdership.

 

 

 

6

Qualifications

 

This opinion is subject to the following qualifications:

 

(a)

This opinion is subject to any limitations arising from (a) rules relating to bankruptcy, suspension of payments or Preventive Restructuring Processes, (b) rules relating to foreign (i) insolvency proceedings (including foreign Insolvency Proceedings), (ii) arrangement or compromise of obligations or (iii) preventive restructuring frameworks, (c) any other collective judicial or administrative proceeding in any jurisdiction pursuant to a law relating to insolvency, (d) other rules regulating conflicts between rights of creditors, or (e) intervention and other measures in relation to financial enterprises or their affiliated entities.

 

(b)

 

(i)

An extract from the Trade Register does not provide conclusive evidence that the facts set out in it are correct. However, under the 2007 Trade Register Act (Handelsregisterwet 2007), subject to limited exceptions, a legal entity or partnership cannot invoke the incorrectness or incompleteness of its Trade Register registration against third parties who were unaware of the incorrectness or incompleteness.

 

(ii)

A confirmation from an Insolvency Register does not provide conclusive evidence that an entity is not subject to Insolvency Proceedings.

 

(c)

We do not express any opinion on:

 

(i)

the requirement that the Issuer’s shareholders who are in equal circumstances are treated equally; and

 

(ii)

(i) tax matters, (ii) anti-trust, state-aid or competition laws, (iii) financial assistance, (iv) sanctions laws, (v) in rem matters and (vi) any laws that we, having exercised customary professional diligence, could not be reasonably expected to recognise as being applicable to the Issuance to which this opinion relates.

 

7

Reliance

 

(a)

This opinion is an exhibit to the Registration Statement and may be relied upon for the purpose of the Registration and not for any other purpose. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an Exhibit to (and therefore together with) the Registration Statement.

 

 

 

(b)

Each person accepting this opinion agrees, in so accepting, that:

 

(i)

only De Brauw (and not any other person) will have any liability in connection with this opinion;

  

(ii)

De Brauw’s liability in connection with this opinion is limited to the amount that is paid out in the specific case under De Brauw’s professional liability insurance, increased by the applicable deductible (eigen risico); and

 

(iii)

the agreements in this paragraph 7 and all liability and other matters relating to this opinion will be governed exclusively by Dutch law and the Dutch courts will have exclusive jurisdiction to settle any dispute relating to them.

 

(c)

The Issuer may:

 

(i)

file this opinion as an exhibit to the Registration Statement; and

 

(ii)

refer to De Brauw giving this opinion in the Exhibit Index in the Registration Statement.

 

The previous two sentences are no admittance from us that we are in the category of persons whose consent for the filing and reference as set out in that sentence is required under article 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.

 

[Signature page to follow]

 

 

 

Yours faithfully, De Brauw Blackstone Westbroek N.V.
/s/ Tijmen Klein Bronsvoort
Tijmen Klein Bronsvoort Kandidaat-notaris, acting as party adviser (partijadviseur) for the Issuer

 

 

 

Annex 1 – Definitions

 

In this opinion:

 

“2022 Performance-Based Share Plan” means the 2022 performance-based share plan of the Issuer 2020-2022 for Executive Directors and Senior Management and the 2022 performance-based share plan of the Issuer 2020-2022 for Executives, which are included as Exhibits 99.1 and 99.2 to the Registration Statement, dated 19 December 2019.

 

“2023 Performance-Based Share Plan” means the 2023 performance-based share plan of the Issuer 2023-2025 for Executive Directors and Senior Management and the 2023 performance-based share plan of the Issuer 2023-2025 for Executives, which are included as Exhibits 99.3 and 99.4 to the Registration Statement, dated 15 December 2022.

 

“2024 Performance-Based Share Plan” means the 2024 performance-based share plan of the Issuer 2023-2025 for Executive Directors and Senior Management and the 2024 performance-based share plan of the Issuer 2023-2025 for Executives, which are included as Exhibits 99.5 and 99.6 to the Registration Statement, dated 15 December 2022.

 

“2025-2029 Stock Bonus Plan” means the Issuer’s Plan to Receive Remuneration through the delivery of Shares, which is included as Exhibit 99.8 to the Registration Statement, dated 17 December 2024.

 

“Board” means the board of directors of the Issuer.

 

“Board Certificate” means the certificate executed on the date of this opinion, and which is attached to this opinion as Annex 2.

 

“Board Rules” means the board rules of the Issuer as published on the Issuer’s website on the date of signing this opinion.

 

“BW” means the Dutch Civil Code.

 

” Corporate Resolutions” means each of:

 

(a)

a resolution of the Board dated 17 December 2024 and as reflected in a signed extract of the minutes of this meeting, to approve the 2025-2029 Stock Bonus Plan; and

 

(b)

a resolution of the Issuer’s (at that time named “Ferrovial International SE”) general meeting dated 13 June 2023, approving the Long-Term Incentive Plan 2020-2022 and the Long-Term Incentive Plan 2023-2025.

 

 

 

“De Brauw” means De Brauw Blackstone Westbroek N.V., and “we”, “us” and “our” are to be construed accordingly.

  

“Dutch law” means the law directly applicable in the Netherlands.

 

“Electronic Signature” means any electronic signature (elektronische handtekening), any advanced electronic signature (geavanceerde elektronische handtekening) and any qualified electronic signature (elektronische gekwalificeerde handtekening) within the meaning of Article 3 of Regulation (EU) 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing directive 1999/93/EC, and article 3:15a BW.

 

“Existing Shares” means existing Shares, that may be delivered by the Issuer pursuant to the terms of the 2022 Performance-Based Share Plan, the 2023 Performance-Based Share Plan and the 2024 Performance-Based Share Plan.

 

“Ferrovial SA” means Ferrovial, S.A., a company incorporated under the laws of Spain, which acted as disappearing company under the Merger.

 

“FISE Articles of Association” means the Issuer’s (at that time named “Ferrovial International SE”) articles of association dated 22 May 2023.

 

“Insolvency Proceedings” means insolvency proceedings as defined in Article 2(4) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

 

“Issuer” means Ferrovial SE, a European public limited liability company (Societas Europaea) existing under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands, registered address at Gustav Mahlerplein 61-63, Symphony Towers, 14th Floor, 1082 MS Amsterdam, and registered with the Dutch Trade register under number 73422134.

 

“Issuer Articles of Association” means the Issuer’s articles of association dated 15 June 2023.

 

“Long-Term Incentive Plan 2020-2022” means the Issuer’s long-term incentive plan 2020-2022 as approved by the general shareholder’s meeting of Ferrovial SA on 17 April 2020 and approved by the Issuer’s (at that time named “Ferrovial International SE”) general meeting dated 13 June 2023.

 

“Long-Term Incentive Plan 2023-2025” means the Issuer’s long-term incentive plan 2023-2025 as approved by the general shareholders’ meeting of Ferrovial SA on 13 April 2023 and approved by the Issuer’s (at that time named “Ferrovial International SE”) general meeting dated 13 June 2023.

 

 

 

“Merger” means the cross-border legal merger within the meaning of title 2.7 BW with the Issuer (at that time named “Ferrovial International SE”) as acquiring company, and Ferrovial SA as disappearing company, which became effective on 16 June 2023.

 

“New Shares” means Shares that may be issued by the Issuer pursuant to the terms of the Plans.

 

“Plans” means each of:

 

(a)

the 2022 Performance-Based Share Plan;

 

(b)

the 2023 Performance-Based Share Plan;

 

(c)

the 2024 Performance-Based Share Plan; and

 

(d)

the 2025-2029 Stock Bonus Plan.

 

“Preventive Restructuring Processes” means public and/or undisclosed preventive restructuring processes within the meaning of the Dutch Act on Court Confirmation of Extrajudicial Restructuring Plans (Wet homologatie onderhands akkoord).

 

”Registration” means the registration of the Registration Shares with the SEC under the Securities Act pursuant to the Registration Statement.

 

“Registration Shares” means 2,729,752 Shares, to be registered with the SEC under the Securities Act pursuant to the Registration Statement, which may be delivered in the form of Existing Shares or issued in the form of New Shares by the Issuer under the Plans.

 

“Registration Statement” means the registration statement with the SEC on Form S-8 dated on or about 28 February 2025 in relation to the Registration (excluding any documents incorporated by reference in it and any exhibits to it).

 

“Sanctions List” means each of:

 

(a)

each list referred to in:

 

(i)

Article 2(3) of Council Regulation (EC) No 2580/2001 of 27 December 2001 on specific restrictive measures directed against certain persons and entities with a view to combating terrorism;

 

(ii)

Article 2 of Council Regulation (EC) No 881/2002 of 27 May 2002 imposing certain specific restrictive measures directed against certain persons and entities associated with the ISIL (Da’esh) and Al-Qaida organisations, and repealing Council Regulation (EC) No 467/2001 prohibiting the export of certain goods and services to Afghanistan, strengthening the flight ban and extending the freeze of funds and other financial resources in respect of the Taliban of Afghanistan; or

 

 

 

(iii)

Article (1)(1) of the Council Common Position of 27 December 2001 on the application of specific measures to combat terrorism; and

 

(b)

the national terrorism list (nationale terrorismelijst) of persons and organisations designated under the Sanction Regulation Terrorism 2007-II (Sanctieregeling terrorisme 2007-II).

 

“SEC” means the United States Securities and Exchange Commission.

 

“Securities Act” means the United States Securities Act of 1933, as amended.

 

“Shares” means ordinary shares (gewone aandelen) in the share capital of the Issuer.

 

“the Netherlands” means the part of the Kingdom of the Netherlands located in Europe.

 

“Trade Register Extract” means a Trade Register extract relating to the Issuer provided by the Chamber of Commerce and dated 28 February 2025.

 

 

 

Annex 2 – Board Certificate

  

BOARD CERTIFICATE
FROM THE BOARD OF DIRECTORS OF FERROVIAL SE

 

THE UNDERSIGNED:

 

Mr Ignacio Madridejos, acting in his capacity as executive director of the board of directors of Ferrovial SE, a European public limited liability company (Societas Europaea) existing under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands, and registered with the Dutch Trade Register under number 73422134 (the “Issuer”).

 

BACKGROUND

 

(a)

The Issuer intends to seek the Registration.

 

(b)

In connection with the Registration, on the date of this Board Certificate, De Brauw Blackstone Westbroek N.V. intends to issue a legal opinion in the form attached to this certificate (the “Legal Opinion”).

 

(c)

This Board Certificate is the “Board Certificate” as defined in the Legal Opinion.

 

(d)

The undersigned make the certifications in this Board Certificate after due and careful consideration and after having made all necessary enquiries.

 

1

CONSTRUCTION

 

1.1

Terms defined in the Legal Opinion have the same meaning in this Board Certificate.

 

1.2

In this Board Certificate “including” means “including without limitation”.

 

2

CERTIFICATION

 

The undersigned certifies the following:

 

2.1

Authenticity

 

As at the date of this Board Certificate all information regarding the Issuer registered or on file with the Dutch Trade Register is correct, complete and up to date.

 

 

 

2.2

Solvency

 

The Issuer is not subject to any public and/or undisclosed preventive restructuring processes within the meaning of the Dutch Act on Court Confirmation of Extrajudicial Restructuring Plans (Wet homologatie onderhands akkoord) or other rules regulating conflicts between rights of creditors.

 

2.3

Documentation

 

The undersigned is not aware of any fact or circumstance (including (i) any lack of capacity of any person, (ii) any conflict of interest, (iii) any force (bedreiging), fraud (bedrog), undue influence (misbruik van omstandigheden) or mistake (dwaling), and (iv) any amendment or supplement) which he understands or suspects has or may have the effect that each Corporate Resolution will or may cease to be in force without modification at any time.

 

2.4

General

 

The undersigned is not aware of:

 

(a)

any claim (whether actual or threatened and including any claim, litigation, arbitration or administrative or regulatory proceedings) to the contrary of the certifications in this Board Certificate; or

 

(b)

any fact or circumstance which he understands or suspects has or might have any impact on the correctness of the Legal Opinion and which has not been disclosed to De Brauw in writing.

 

3

RELIANCE

 

De Brauw may rely on this Board Certificate (without personal liability for the undersigned).

 

4

IN EVIDENCE WHEREOF:

 

This Board Certificate was signed in the manner set out below.

 

/s/ Ignacio Madridejos

 

By: Ignacio Madridejos

 

Title: Executive Director (Chief Executive Officer)

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the (i) 2022 Performance-Based Share Plan of Ferrovial SE 2020-2022 for Executive Directors and Senior Management, (ii) 2022 Performance-Based Share Plan of Ferrovial SE 2020-2022 for Executives, (iii) 2023 Performance-Based Share Plan of Ferrovial SE 2023-2025 for Executive Directors and Senior Management, (iv) 2023 Performance-Based Share Plan of Ferrovial SE 2023-2025 for Executives, (v) 2024 Performance-Based Share Plan of Ferrovial SE 2023-2025 for Executive Directors and Senior Management, (vi) 2024 Performance-Based Share Plan of Ferrovial SE 2023-2025 for Executives, and (vii) Plan to receive remuneration through the delivery of Ferrovial SE Shares 2025-2029, of our report dated February 27, 2025, with respect to the consolidated financial statements of Ferrovial SE (formerly, Ferrovial, S.A.) included in its Annual Report (Form 20-F) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young, S.L.

 

Madrid, Spain

February 28, 2025

 

 

 

Exhibit 99.1

 

CERTAIN PORTIONS OF INFORMATION HAVE BEEN OMITTED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION IS MARKED AS [***] BELOW.

 

General Conditions of the

Performance-Based Share Plan of

“Ferrovial, S.A.” for Executive Directors and Senior Management 2020-2022

 

Madrid, 19 December 2019

 

ARTICLE ONE. – Purpose and Administration of the Plan

 

1.1

The Board of Directors of Ferrovial, S.A., a company domiciled in Madrid, calle Príncipe de Vergara 135, holder of C.I.F. [Tax ID. No.] A-81939209, and registered at the Companies Register of Madrid, in Volume 12,774, General, Section 8 in the Book of Companies, Folio 146 and Sheet no. M-204,873, (hereinafter the “Company”), agreed, at its meeting held on 19 December 2019, the approval of a plan linked to the Company's shares (hereinafter, the "Ferrovial 2020-2022 Performance Based Share Plan" or the "Plan", as the case may be), addressed (i) to the Executive Directors and (ii) to the Senior Managers reporting directly to the Board of Directors or its Delegated Bodies (hereinafter, the "Participants"), which will allow them to receive, after a certain period of time and provided that certain requirements are met, shares of the Company (hereinafter the “Shares”). The Plan, in accordance with article 219 of the Capital Companies Act, must be submitted to the General Shareholders' Meeting for approval with regards to the Executive Directors.

 

1.2

The Plan is intended to align the Participants’ interests with those of the Company and its shareholders, and to provide the Company and its Group with an instrument to attract and keep the best managers and executives.

 

For the purposes of this document, the Group formed by the Company and its subsidiary companies shall mean those companies under direct or indirect control according to the terms of article 42.1 of the Spanish Commercial Code.

 

 

1.3

The Plan shall be governed by the General Conditions established in this document and by the Specific Conditions agreed upon with each Participant, following the model attached hereto as Annex 1 to these General Conditions. Participants must expressly accept those General Conditions so that their participation in the Plan is understood as formally concluded.

 

1.4

The Company Nominations and Remunerations Committee shall be in charge of the following duties, along with any other matters expressly attributed to it under this document:

 

(i)

Changing the companies that make up the group of comparison entities for the purposes of this Plan, in case of winding-up, dissolution, division, insolvency proceedings or equivalent legal situations, delisting (with or without prior takeover bid), transformation or takeover of any of those companies as a result of any corporate operations or company restructuring, thus modifying in accordance the relevant positions table of the various entities on the companies ranking and their corresponding coefficients.

 

(ii)

The appropriate adjustments to the ratios, targets and coefficients established in the General Conditions and the Specific Conditions of the Plan, should some situation, company operation or significant event arise which suggests altering the essential elements of the Plan.

 

(iii)

Interpreting the application of the situations of change of control over subsidiaries and investees by the Company referred to in section 3.11.2.iv of these General Conditions.

 

(iv)

In general, interpreting the basic rules and conditions of this Plan, and any other matter that, due to its relevance, is considered appropriate.

 

1.5

The General Human Resources Management Department will normally be in charge of:

 

(i)

Determining the basic conditions of the Plan.

 

(ii)

Managing the Plan, being authorised to execute and subscribe all necessary acts and documents, particularly the General and Specific Conditions of the Plan.

 

ARTICLE TWO. – Shares Involved in the Plan

 

2.1

The Company shall allocate to each Participant a specific number of units (hereinafter, the “Units”), which shall be the basis to determine the final number of Shares to be received by each Participant as a result of this Plan. Each Unit may become, initially, a Share. The Plan shall include the number of Units that the Board of Directors determines for the Executive Directors at the proposal of the Nominations and Remunerations Committee. The number of Units to be allocated to the Senior Management shall be determined after review by this Committee. The total number of Shares for the Plan for each allocation of Units shall in no event exceed the maximum number approved by the General Shareholders’ Meeting of the Company, as far as Executive Directors are concerned.

 

 

2.2

If, prior to Units becoming Shares, there occurred any capital increases against reserves or at a lower issue rate than market prices, any falls in the face value without the amount of the number of shares being altered, capital decreases with return of the capital put in or other company operations with a dilutive effect, including operations related to company mergers, divisions or restructuring, non-recurring dividends or other similar circumstances that affect the value of the Company’s shares or those of any other company in the group of comparison entities indicated in section 3.4 below, the number of Units allocated to each Participant may be modified, to the extent necessary for keeping the scope of the right granted.

 

2.3

In the event of merger by take-over by another company, or of split, the Shares that the holder of a specific number of Units would have received from the exchange shall be calculated for the purpose of establishing the number of Shares that can be delivered at the time of translation of said Units.

 

2.4

The Shares received under this Plan, once the relevant Units are turned into Shares, if applicable, shall be free of any liens or encumbrances and they shall not be subject to any limitations or restrictions which are not generally applicable to the Company shareholders, or to shares of the same type, class or series, whether because of contractual, statutory or legal provisions, without prejudice to the provisions of Article Four of these General Conditions.

 

2.5

Notwithstanding the above, the Company may choose (i) for those Participants who provide services in subsidiary companies abroad, (ii) for those Participants who are involved in any of the particular situations described in section 3.11.2 below (i.e. dismissal by decision of the Group company,, retirement, etc.), and (iii) in other situations in which the interest of the Company renders it advisable, to pay an amount in cash equivalent to the weighted average price of the Company’s shares on the continuous trading market on the Vesting Date, as defined in section 3.8. below, except for the special situations described in section 3.11.2, in which case the amount in cash will be calculated in accordance with the provisions of that section.

 

ARTICLE THREE. – Main Characteristics of the Plan

 

Participants

 

3.1.

The Plan is intended for Executive Directors and Senior Management who report directly to the Company’s Board of Directors or its Delegated Bodies, under the terms determined by the Company. Participation in the Plan shall not confer any right upon Participants to participate in other share or cash incentive plans that the Company may implement in the future.

 

 

Allocation of Units

 

3.2.

The Units shall be allocated annually by the Company three times in the years 2020, 2021 and 2022, on a specific date that shall be communicated to each Participant each year through the Specific Conditions of the Plan (“Unit Allocation Date”), and each Participant shall formally accept the allocated Units. The number of Units shall appear in the relevant individual certificate to be issued by the Company’s General Human Resources Management Department for each Participant in the Plan. Said certificate is attached hereto as Annex 2 to these General Conditions (“Certificate of Units Allocated”).

 

3.3.

The number of Allocated Units, and therefore, the number of Shares the Participant may enjoy the right to receive should the requirements set out in the Plan be met, shall be determined for Executive Directors by the Board of Directors as proposed by the Nominations and Remunerations Committee. The number of Units to be allocated to Senior Management shall be determined after review by said Committee. The allocation of units on a Unit Allocation Date will not be entitled to receive Units in the subsequent years.

 

Condition to Receive the Shares

 

3.4.

In addition to the condition of continued employment as set out in section 3.8 below, in order for any Participant to be entitled to turn the allocated Units into Shares and therefore to receive Shares by virtue of taking part in this Plan, the following conditions will have to be met:

 

1.

The Ratio A (hereinafter, the “Ratio A”), understood as [***].

 

The Specific Conditions related to the corresponding allocation of Units shall establish the specific Ratio A amount to be met (target), as well as the minimum target to be achieved in order to receive Shares and for the special situations described in section 3.11.2, the adjustment to be made on the objectives set for the Ratio A will be detailed.

 

2.

Ratio B (hereinafter, the “Ratio B”) understood as the evolution of the “Total Shareholder Return” index (hereinafter “TSR” or “RTA”, according to the Spanish acronym) of the Company [***].

 

The number of Shares to be received, if applicable, by the Participants in the Plan shall be determined by applying the following formula:

 

 

Where:

 

N.A. = Number of Shares to be received by the Participant, rounded off by default.

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

 

Ca = Coefficient referred to Ratio A as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cb = Coefficient referred to Ratio B as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

3.5.

In no event shall the number of Shares to be delivered exceed the number of Units allocated on the corresponding Unit Allocation Date.

 

3.6.

The Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the aforementioned ratios in the event that there was a change in the applicable accounting standards that affected the amount or manner of determining those ratios.

 

3.7.

The Plan is subject in all cases to the interest of Ferrovial and the objectives pursued. The allocation of Units only confers a right expectation pending compliance with the indicated conditions. Further, the Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the ratios should some event or company operation occur before the Vesting Date defined in section 3.8 below (such as a material change in the structure of the business of a Company, a merger operation, or any other situation that in its judgment justifies it).

 

Date of Delivery of Shares

 

3.8.

Without prejudice to what is established in section 3.11 below in these General Conditions, in order for Participants to receive any Shares under this Plan, it shall be a prerequisite that the relevant Participant has an employment or commercial relationship with the Company or with any of its subsidiaries up to the third anniversary of the corresponding Unit Allocation Date (hereinafter “Third Anniversary of the Allocation of Units”). The Shares resulting from application of what is set out in section 3.4 above, or cash equivalent thereof in the cases established in section 2.5 above, shall be delivered to Participants within thirty days following the date of preparation of the consolidated annual financial statements for the financial year previous to the financial year in which the Third Anniversary of the Allocation of Units occurs (hereinafter “Vesting Date”). Up to that date, the Participant shall only hold a right expectation regarding the possibility of receiving Shares by virtue of his/her participation in this Plan.

 

Delivery of Shares

 

3.9.

The Company's General Human Resources Management Department shall communicate the delivery of Shares to each Participant. The delivered Shares shall be deposited in the securities account that each Participant shall hold in a financial institution or investment service firm and that each Participant shall have notified to the Company before the Vesting Date as a prerequisite for the Shares to be delivered on the aforesaid date. The only and exclusive holder of such securities account shall be the relevant Participant.

 

 

Alternatively, the Company may agree, with a view to better management and administration of the Plan, to engage a company specializing in the management of employee incentive plans so as to instrument the delivery of the Shares to the Participants in the Plan. Participants, through their acceptance of the present General Conditions, undertake to comply with the formal obligations necessary for their inclusion in the computer tool or platform of the collaborating entity managing the Plan, where applicable.

 

3.10.

As a general rule, from the number of Shares to be delivered to each Participant as a result of applying what is set out in section 3.4 above, the Company shall deduct a number of Shares with a market value, on the Vesting Date, equivalent to the appropriate advance payment of personal income tax (“Impuesto sobre la Renta de las Personas Físicas”, hereinafter, “IRPF”), or similar tax as applicable, for the value of the Shares to be delivered to the Participant.

 

The final number of Shares to be delivered by the Company to each Participant shall be determined according to the following formula:

 

 

Where:

 

N.F. = Final Number of Shares to be delivered to each Participant, rounded off by default.

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above.

 

V.M. = Market Value of the Company,’s shares on the Vesting Date of the Shares. The market value shall correspond to the weighted average price of the Company’s shares on the continuous trading market on the Vesting Date.

 

R.F. = Tax Withholding. Amount to be deducted as advance payment of IRPF, or similar tax, which shall be applied to the Market Value of the Company’s shares on the Vesting Date, as determined according to the following formula:

 

 

Where:

 

t.r. = Withholding Rate. Estimate of percentage of withholding or advance payment of IRPF or similar tax applicable on the total Shares resulting from conversion of Units. Any differences which, as the case might be, could appear as a result of calculating said withholding percentage, and the withholding rate as finally applicable, shall be adjusted on the payslip for the month following the month in which the Shares are delivered.

 

 

In those situations where the Company opts, pursuant to the foregoing section 2.5, to settle the Plan in cash, prior to payment, the Company shall deduct the amount corresponding to the withholding of IRPF or similar tax applicable, and which shall in all cases be borne by the Participant.

 

Special Situations

 

3.11.

Delivery of the relevant Shares under this Plan in the special situations contained in this section shall take place in accordance with the following rules:

 

3.11.1.

Common rules:

 

-

Unless expressly established to the contrary for a specific situation, what is set out in section 3.4 regarding ratios shall apply. The Specific Conditions related to the corresponding allocation of Units shall detail the adjustment to be made on the objectives set for the Ratio A, in the event that a special situation occurs described in section 3.11.2.

 

-

With regards to the Vesting Date established in section 3.8 above, what is set out in each special situation shall apply. Therefore, for the purposes of the Plan, the term Vesting Date, in these special situations envisaged in section 3.11.2 below, shall refer to the effective delivery date of the Shares or the payment of the corresponding cash settlement, as applicable to each special situation.

 

3.11.2.

Special situations:

 

i)

Retirement. Subject to the last sentence of this section 3.11.2, if the Participant retires before the Third Anniversary of the Allocation of Units, the corresponding Shares shall be delivered within fifteen days following the date on which retirement is effective, without application of the pro rata rules established in section iii) below to determine the final number of shares to be delivered. In such a case, for the purpose of compliance with the ratios established in section 3.4, on which the final number of Shares to be received is based, the closed financial years elapsed since each Unit Allocation Date shall be taken into account. In the event that on the date of retirement, no financial year has closed since the corresponding Unit Allocation Date, the Participant will not be entitled to receive Shares by virtue of the present Plan. For any Participant who is subject to United States federal income tax, at the time of the Participant’s termination of employment, the Company, in its sole discretion, shall determine whether such termination qualifies as a “retirement” for purposes of this section 3.11.2.

 

ii)

Voluntary leave. In the event that the Participant leaves voluntarily (termination of contract between Participant and the Group company, by the Participant’s unilateral decision, without the Participant continuing a relationship with any other Group company), the right to receive Shares under this Plan shall expire automatically on the date when the Participant’s voluntary leave is effective.

 

 

iii)

Dismissal by the Group company.

 

a) If the Participant is dismissed following a decision by the Group company (termination of contract by the Group company’s unilateral decision, without the Participant continuing a relationship with any other Group company) and provided that the levels required in the corresponding Specific Conditions have been achieved for each ratio established in section 3.4 above in respect of the financial years closed subsequently to each Unit Allocation Date, the Participant shall be entitled to receive either, (i) within fifteen days following the date on which the Participant’s dismissal is effective, or (ii) should the Company so decide, on the delivery date envisaged initially on each Unit Allocation Date, the number of Shares resulting from the following formula: [***].

 

For the purposes of determining the level of compliance with the ratios foreseen in section 3.4 above, only closed financial years elapsed following each Unit Allocation Date shall be considered.

 

In case of Ratio B, financial year shall mean each of the calendar years ended following each Unit Allocation Date.

 

In the event that, on the dismissal date, there was not yet any financial year closed as of the corresponding Unit Allocation Date, the Participant shall not have the right to receive Shares under this Plan.

 

b) If the Group Company adduced as the cause for dismissal the Participant's breach of legal or contractual duties, the right to receive Shares shall lapse. The above will not be applicable in the event that, pursuant to Labour Law, dismissal was declared or ruled wrongful on a firm basis or in the event that the reason adduced for dismissal is not appropriate, in which case the Shares that the Participant might be entitled to receive may only be delivered within fifteen days following the date of that declaration or ruling, and the formula established in paragraph a) above shall apply, as well as the conditions related to the ratios established in section 3.4 above.

 

iv)

Change of control situations. In the event of a change of control of the Company [***].

 

v)

Removal by mutual agreement and leave situations due to special services. In the case of the Participant’s removal by mutual agreement and of the Participant’s leave due to special services, what is agreed in each case between the Participant and the Company shall apply.

 

 

vi)

Disassociation of the Participant by mutual agreement on reaching a certain age. In cases where it has been agreed between the Company and the Participant that the Participant shall be disassociated upon reaching a certain age, the Company shall proceed to deliver the corresponding Shares on the Vesting Date initially foreseen on each Unit Allocation Date, depending on the degree of compliance with the ratios included in section 3.4 above, corresponding to the three financial years closed after each Unit Allocation Date. The final number of Shares to be delivered shall not be pro-rated in this case according to the time elapsed until the date of the Senior Manager's disassociation.

 

vii)

Death, severe disability or permanent disability. In these circumstances, or when contingencies relate to severe disability or permanent disability occur that are equivalent in each jurisdiction, the Participant, the Participant’s heirs or the Participant’s legal representatives may receive, within fifteen days following the time where any of the aforesaid situations occurs, the Shares corresponding to the number of Units as initially allocated to the Participant, and the conditions related to the ratios established in section 3.4 above shall not apply.

 

In all the above situations that result in the delivery of a certain number of Shares, the final number of Shares to be delivered by the Company shall take into account the amount to be deducted for advance payment of IRPF or any applicable similar tax, in accordance with the settlement mechanism set out in section 3.10 above.

 

Without prejudice to the above, in all situations foreseen in section 3.11.2 above that could result in the delivery of a certain number of Shares, the Company may choose to pay in cash an equivalent amount to the market value, at the end of the day before the Vesting Date, of the Shares that, as the case may be, the Participant or, when appropriate, his/her heirs or legal representatives were entitled to receive, except for the cases provided:

 

-

In sections 3.11.2.iii).a) and 3.11.2.vi), in which the Vesting Date coincides with the one initially foreseen for each Unit Allocation Date, in which case the amount in cash will be equivalent to the market value for the Shares the Participant may be entitled to receive by virtue of the Plan, will be calculated using the weighted average price of the Company’s shares on the continuous trading market on the Vesting Date, and

 

-

In section 3.11.2.iv), if the change of control arises [***].

 

The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount, relative to the application of the corresponding withholdings on account of IRPF or similar tax that may be applicable.

 

 

Transfer of Units

 

3.12.

The Units as initially allocated to each Participant shall not in any event confer any political or economic rights regarding the Shares of the Company, since they are simply a right expectation. Therefore, the Units cannot be encumbered or pledged or be transferred under any title. Only upon settlement of the Plan, if the conditions established for this event occur, the Company’s Shares shall be delivered to the Participants in the Plan, or, in the event of death, to the Participant’s legal heirs, who shall then become shareholders of the Company, except in the case that the Plan has been settled in cash, in which circumstance neither the Participants, nor their legal heirs, shall receive Shares in the Company.

 

Extinction of Units

 

3.13.

The Units shall lapse for the following reasons:

 

3.13.1.

Due to delivery of the Shares or its corresponding amount in cash in accordance with the procedure established in the Plan.

 

3.13.2.

On the Third Anniversary of the Allocation of Units being reached without fulfilment of the conditions related to the ratios set out in section 3.4 above.

 

3.13.3.

Upon termination of the relationship between the Participant and the Company, or its subsidiaries, before the Third Anniversary of the Allocation of Units, with the exception of the special situations which, as per section 3.11.2 above, may give rise to delivery of Shares.

 

Authorisation of the General Shareholders' Meeting of the Company

 

3.14.

In accordance with the provisions of article 219 of the Capital Companies Act, the application of this Plan to Executive Directors is subject to the necessary approval by the General Shareholders' Meeting of the Company.

 

3.15.

In accordance with Article 146.1a) of Spanish Companies Act, the Company shall submit the necessary authorisation for acquisition of own shares, with the purpose of delivering them to the Participants, to the General Shareholders' Meeting, for approval.

 

3.16.

In the event that on the Vesting Date there was no authorisation by the General Shareholders' Meeting as mentioned in the paragraph above, the Participant shall be entitled to receive, from the Company and in cash, an amount equivalent to the number of Units allocated to each Participant as might have been turned into Shares, in accordance with the requirements referred to in section 3.4 above, by the weighted average price of the Company’s share on the Vesting Date. The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount.

 

3.17.

What is set out in the paragraph above shall also apply in the event that, if any of the special situations established in section 3.11.2 above occurred, a specific number of Shares should be delivered, without there being any authorisation by the General Shareholders' Meeting.

 

 

Modifications and Term of Validity

 

3.18.

Without prejudice to the powers of the Nominations and Remunerations Committee and to the legal or conventional obligation, if any, of reaching an agreement with the Participants in the Plan, any modification to the General Conditions of this Plan shall require the previous agreement of the Board of Directors of the Company and where applicable, of the General Shareholders’ Meeting.

 

3.19.

This Plan shall be valid until the Vesting Date of the Shares, corresponding to the third Unit Allocation Date as established in section 3.2 above. The foregoing shall be understood without prejudice to any actions that, in accordance with these General Conditions, are developed subsequently to the aforesaid date.

 

Plan Information

 

3.20.

The General Human Resources Management Department of the Company shall provide the Participants with any information concerning this Plan as required and shall keep the Participants informed about any modification to the Plan as might occur in the future.

 

ARTICLE FOUR. Claim for redemption of Shares or their cash equivalent (clawback clause) and obligation to hold Shares from the Plan

 

Claiming redemption of Shares or cash equivalent (clawback clause)

 

4.1.

The Company may require Participants to return up to 100% of the Shares delivered under the Plan to the relevant securities account, or the cash equivalent thereof on the relevant Vesting Date, net of any taxes borne by the Participant, or even set off such remuneration against other variable remuneration which Participants are entitled to receive, where it becomes apparent and is proved within three years after each Vesting Date that the delivery of the Shares or the payment of the corresponding amount in cash was made wholly or partly on the basis of inaccurate information, if such inaccuracy has caused a material adverse effect on the income statement for any financial year within such three-year period, which is qualified by the auditor.

 

4.2.

The Board of Directors shall decide whether such a circumstance exists and the Shares or amounts to be returned, where appropriate on the basis of prior reports from the Advisory Committees or such other reports as it deems appropriate.

 

Obligation to hold Shares arising from the Scheme

 

4.3.

Shares received by Participants as a result of their stake in the Scheme shall be subject to compliance with the shareholding obligation contained in their contracts.

 

 

4.4.

Under no circumstances shall the obligation to hold Shares set out in section 4.3 above be deemed to be breached if Participants are obliged to return Shares as a result of the application of the provisions of section 4.1 above.

 

4.5.

The obligation to hold shares shall terminate upon termination of the contractual relationship between the Participant and the Company.

 

Without prejudice to the provisions of this Article Four, for Participants who are Executive Directors, the provisions of this Article shall be adjusted and applied, where appropriate, in accordance with the terms regulated in the corresponding Ferrovial Directors' Remuneration Policy in force at any given time.

 

ARTICLE FIVE. - Execution

 

5.1.

On each of the Unit Allocation Dates, the Specific Conditions shall be accepted, as established for the allocation of Units corresponding to each Participant, according to Annex 1, and said conditions shall include the parameters to be fulfilled in order to receive the Shares.

 

5.2.

The Certificate of Allocated Units issued by the General Human Resources Management Department to each participant, following the model in annex 2, shall be signed by both parties and the original of which safely kept by said management department. The Certificate shall be issued on each Unit Allocation Date.

 

ARTICLE SIX. – Lack of Legal Effect within the Employment Area

 

6.1.

No provision or guarantee under this Plan shall be understood or interpreted as a right of the Participants to keep their employment relationship, employment contract or any other contract in force, or as any other similar rights; and no provision or guarantee under the Plan shall limit the rights held by the Company to modify or discharge said relationship or contracts in accordance with the legislation in force or with the terms of said contract or relationship.

 

6.2.

The Participant acknowledges that neither the Units nor the Shares as the Participant may receive under this Plan are working incentives, and that said Units and Shares cannot be regarded as a consideration for the Participant’s work in the Company or its subsidiaries; and that said Units and Shares shall not count to any effect in any compensation, to or by the Participant, as might apply on the existence or cessation of the employment relationship; and the Participant and the Company expressly agree that the Units or the Shares that, as the case may be, the Participant may receive under this Plan are excluded from calculation for compensation purposes as might be contractually established. No Participant has the right or expectation to participate in the Plan; nor does the executive’s participation in this Plan bind the executive for the purpose of the executive’s possible participation in any other plan of a similar or identical nature to that of this Plan. The allocation of Units under this Plan is voluntary, discretionary and cannot be consolidated and it does not entail any right to receive new Units or Shares in the future.

 

 

ARTICLE SEVEN. - Notices

 

7.1

Any communication from the Participant to the Company, in relation to the Plan, shall be addressed to the Human Resources General Manager of the Company.

 

ARTICLE EIGHT. – Expenses ,Taxes and Social Security

 

8.1.

Any expenses as derived from delivery of Shares to the Participant by virtue of what is contained in this Plan, shall be fully paid by the Company.

 

However, the Participant shall bear any expenses arising from possible subsequent disposal of the Shares.

 

8.2.

Taxes derived from implementation of this Plan shall be paid by the individuals or entities that turn out to be tax payers in accordance with the applicable tax legislation. In particular, withholdings or advance tax payments as may be required under the regulations on IRPF, or any similar tax as applicable, shall be borne by the Participant.

 

8.3.	Likewise, contributions to Social Security or to systems of a similar nature in other jurisdictions that, where appropriate, are legally attributable to the Participant, will also be borne by the Participant.

 

ARTICLE NINE. – Governing Law and Interpretation of the Plan

 

9.1

This Plan shall be governed by Spanish common law.

 

9.2

In the event of any dispute about the interpretation of or the effects of what is established in the Plan, the parties undertake to submit any question as might arise to the Nominations and Remunerations Committee before initiating any legal action, and they hereby state that they intend to take into consideration what the Committee may decide.

 

	/s/ Carlos Cerezo Paredes
	Mr. Carlos Cerezo Paredes
	Chief Human Resources Officer
The Participant	Ferrovial, S.A.

 

 

Annex 1

 

Specific Conditions applicable to [NAME] regarding the Performance-Based Share Plan of “Ferrovial, S.A.” for Executive Directors and Senior Management 2020-2022

 

ARTICLE ONE.-      Definitions

 

The terms in capital letters as used in these Specific Conditions and not defined herein shall have the meaning given to them by virtue of the General Conditions of the Performance-Based Share Plan of “Ferrovial, S.A.” for Executive Directors and Senior Management 2020-2022, dated 19^th December 2019 (hereinafter, the “General Conditions”), a copy of which is attached to this document as an integral part thereof.

 

ARTICLE TWO.-      Allocation of Units

 

The Company allocates to [NAME] the Units listed in Article Three below, following what is set out in the General Conditions of the PLAN.

 

ARTICLE THREE.-      Terms of Units

 

The characteristics of the Units allocated are the following:

 

Number of Units:

 

[NUMBER OF UNITS]

 

Unit Allocation Date for the purposes of calculating the periods and terms provided for in the GENERAL CONDITIONS OF THE PLAN: 15^th February 2022

 

ARTICLE FOUR.-      Ratios Applicable to Allocated Units

 

In accordance with what is set out in the General Conditions, upon allocation of Units, the specific amount to be met (target) as well as the minimum target as regards Ratios A and B shall be determined in the Specific Conditions. The eventual delivery of shares by virtue of this Plan shall depend on the fulfilment of such percentage and minimum target.

 

The ratios to be achieved for the Participants to receive Company Shares under this Plan, as defined in the General Conditions of the Plan, are:

 

Ratio A: [***].

 

Ratio B: Relative position of the evolution of the “Total Shareholder Return” index of Ferrovial, S.A. [***].

 

 

ARTICLE FIVE. – Acceptance of General Conditions

 

By signing this document the Participant declares to be aware of and to expressly accept all of the terms and conditions of the General Conditions of the Plan.

 

In witness whereof, the Parties sign this Annex in Madrid, on the 1^st April 2022.

 

[NAME]		Mr. Carlos Cerezo Paredes
PARTICIPANT		Chief Human Resources Officer
		“Ferrovial, S.A.”

 

 

 

Exhibit 99.2

 

CERTAIN PORTIONS OF INFORMATION HAVE BEEN OMITTED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION IS MARKED AS [***] BELOW.

 

General Conditions of the

Performance-Based Share Plan of

“Ferrovial, S.A.” for Executives 2020-2022

 

Madrid, 19 December 2019

 

ARTICLE ONE. – Purpose and Administration of the Plan

 

1.1

The Board of Directors of Ferrovial, S.A., a company domiciled in Madrid, calle Príncipe de Vergara 135, holder of C.I.F. [Tax ID. No.] A-81939209, and registered at the Companies Register of Madrid, in Volume 12,774, General, Section 8 in the Book of Companies, Folio 146 and Sheet no. M-204,873, (hereinafter the “Company”), agreed, at its meeting held on 19 December 2019, to offer executives and other employees of the Company and its subsidiaries who, as determined by the Company, have that status on the corresponding Unit Allocation Date, as defined in section 3.2 of these General Conditions (hereinafter, the “Participants”), the opportunity to participate in a plan linked to the Company shares (hereinafter, either the “Ferrovial Performance-Based Share Plan 2020-2022” or the “Plan”), which will allow them to receive, after a certain period of time and provided that certain requirements are met, shares of the Company (hereinafter the “Shares”).

 

1.2

The Plan is intended to align the Participants’ interests with those of the Company and its shareholders, and to provide the Company and its Group with an instrument to attract and keep the best executives.

 

For the purposes of this document, the Group formed by the Company and its subsidiary companies shall mean those companies under direct or indirect control according to the terms of article 42.1 of the Spanish Commercial Code.

 

 

1.3

The Plan shall be governed by the General Conditions established in this document and by the Specific Conditions agreed upon with each Participant, following the model attached hereto as Annex 1 to these General Conditions. Participants must expressly accept those General Conditions so that their participation in the Plan is understood as formally concluded.

 

1.4

The Company Nominations and Remunerations Committee shall be in charge of the following duties, along with any other matters expressly attributed to it under this document:

 

(i)

Determining the number of Participants.

 

(ii)

Changing the companies that make up the group of comparison entities for the purposes of this Plan, in case of winding-up, dissolution, division, insolvency proceedings or equivalent legal situations, delisting (with or without prior takeover bid), transformation or takeover of any of those companies as a result of any corporate operations or company restructuring, thus modifying in accordance the relevant positions table of the various entities on the companies ranking and their corresponding coefficients.

 

(iii)

The appropriate adjustments to the ratios, targets and coefficients established in the General Conditions and the Specific Conditions of the Plan, should some situation, company operation or significant event arise which suggests altering the essential elements of the Plan.

 

(iv)

Interpreting the application of the situations of change of control over subsidiaries and investees by the Company referred to in section 3.11.2.iv of these General Conditions.

 

(v)

In general, interpreting the basic rules and conditions of this Plan, and any other matter that, due to its relevance, is considered appropriate.

 

1.5

The General Human Resources Management Department will normally be in charge of:

 

(i)

Determining the basic conditions of the Plan.

 

(ii)

Managing the Plan, being authorised to execute and subscribe all necessary acts and documents, particularly the General and Specific Conditions of the Plan.

 

 

ARTICLE TWO. – Shares Involved in the Plan

 

2.1

The Company shall allocate to each Participant a specific number of units (hereinafter, the “Units”), which shall be the basis to determine the final number of Shares to be received by each Participant as a result of this Plan. Each Unit may become, initially, a Share. The Plan shall include the number of Units that the Chief Executive Officer of the Company authorises for each Participant annually. The total cost of Shares for the Plan for each allocation of units shall in no event exceed the maximum number approved by the Board of Directors.

 

2.2

If, prior to Units becoming Shares, there occurred any capital increases against reserves or at a lower issue rate than market prices, any falls in the face value without the amount of the number of shares being altered, capital decreases with return of the capital put in or other company operations with a dilutive effect, including operations related to company mergers, divisions or restructuring, non-recurring dividends or other similar circumstances that affect the value of the Company’s shares or those of any other company in the group of comparison entities indicated in section 3.4 below, the number of Units allocated to each Participant may be modified, to the extent necessary for keeping the scope of the right granted.

 

2.3

In the event of merger by take-over by another company, or of split, the Shares that the holder of a specific number of Units would have received from the exchange shall be calculated for the purpose of establishing the number of Shares that can be delivered at the time of translation of said Units.

 

2.4

The Shares received under this Plan, once the relevant Units are turned into Shares, if applicable, shall be free of any liens or encumbrances and they shall not be subject to any limitations or restrictions which are not generally applicable to the Company shareholders, or to shares of the same type, class or series, whether because of contractual, statutory or legal provisions.

 

2.5

Notwithstanding the above, the Company may choose (i) for those Participants who provide services in subsidiary companies abroad, (ii) for those Participants who are involved in any of the particular situations described in section 3.11.2 below (i.e. unfair dismissal, retirement, etc.), and (iii) in other situations in which the interest of the Company renders it advisable, to pay an amount in cash equivalent to the weighted average price of the Company’s shares on the continuous trading market on the Vesting Date, as defined in section 3.8. below, except for the special situations described in section 3.11.2, in which case the amount in cash will be calculated in accordance with the provisions of that section.

 

 

ARTICLE THREE. – Main Characteristics of the Plan

 

Participants

 

3.1.

The Plan is intended, in principle, for executives and other employees of the companies included in the Group, which, as determined by the Company, hold said status on the corresponding Unit Allocation Date established in section 3.2 below, under the terms determined by the Company. Participation in the Plan shall not confer any right upon Participants to participate in other share or cash incentive plans that the Company may implement in the future.

 

Allocation of Units

 

3.2.

The Units shall be allocated annually by the Company three times in the years 2020, 2021 and 2022, on a specific date that shall be communicated to each Participant each year through the Specific Conditions of the Plan (“Unit Allocation Date”), and each Participant shall formally accept the allocated Units. The number of Units shall appear in the relevant individual certificate to be issued by the Company’s General Human Resources Management Department for each Participant in the Plan. Said certificate is attached hereto as Annex 2 to these General Conditions (“Certificate of Units Allocated”).

 

3.3.

The number of Allocated Units, and therefore, the number of Shares the Participant may enjoy the right to receive should the requirements set out in the Plan be met, shall be determined by the Chief Executive Officer of the Company annually. The allocation of units on a Unit Allocation Date will not be entitled to receive Units in the subsequent years.

 

Condition to Receive the Shares

 

3.4.

In addition to the condition of continued employment as set out in section 3.8 below, in order for any Participant to be entitled to turn the allocated Units into Shares and therefore to receive Shares by virtue of taking part in this Plan, the following conditions will have to be met:

 

1.

The Ratio A (hereinafter, the “Ratio A”), understood as [***].

 

The Specific Conditions related to the corresponding allocation of Units shall establish the specific Ratio A amount to be met (target), as well as the minimum target to be achieved in order to receive Shares and for the special situations described in section 3.11.2, the adjustment to be made on the objectives set for the Ratio A will be detailed.

 

2.

Ratio B (hereinafter, the “Ratio B”) understood as the evolution of the “Total Shareholder Return” index (hereinafter “TSR” or “RTA”, according to the Spanish acronym) of the Company, [***].

 

 

The number of Shares to be received, if applicable, by the Participants in the Plan shall be determined by applying the following formula:

 

 

Where:

 

N.A. = Number of Shares to be received by the Participant, rounded off by default.

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

Ca = Coefficient referred to Ratio A as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cb = Coefficient referred to Ratio B as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

3.5.

In no event shall the number of Shares to be delivered exceed the number of Units allocated on the corresponding Unit Allocation Date.

 

3.6.

The Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the aforementioned ratios in the event that there was a change in the applicable accounting standards that affected the amount or manner of determining those ratios.

 

3.7.

The Plan is subject in all cases to the interest of Ferrovial and the objectives pursued. The allocation of Units only confers a right expectation pending compliance with the indicated conditions. Further, the Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the ratios should some event or company operation occur before the Vesting Date defined in section 3.8 below (such as a material change in the structure of the business of a Company, a merger operation, or any other situation that in its judgment justifies it).

 

Date of Delivery of Shares

 

3.8.

Without prejudice to what is established in section 3.11 below in these General Conditions, in order for Participants to receive any Shares under this Plan, it shall be a prerequisite that the relevant Participant has an employment relationship with the Company or with any of its subsidiaries up to the third anniversary of the corresponding Unit Allocation Date (hereinafter “Third Anniversary of the Allocation of Units”). The Shares resulting from application of what is set out in section 3.4 above, or cash equivalent thereof in the cases established in section 2.5 above, shall be delivered to Participants within thirty days following the date of preparation of the consolidated annual financial statements for the financial year previous to the financial year in which the Third Anniversary of the Allocation of Units occurs (hereinafter “Vesting Date”). Up to that date, the Participant shall only hold a right expectation regarding the possibility of receiving Shares by virtue of his/her participation in this Plan.

 

 

Delivery of Shares

 

3.9.

The Company's General Human Resources Management Department shall communicate the delivery of Shares to each Participant. The delivered Shares shall be deposited in the securities account that each Participant shall hold in a financial institution or investment service firm and that each Participant shall have notified to the Company before the Vesting Date as a prerequisite for the Shares to be delivered on the aforesaid date. The only and exclusive holder of such securities account shall be the relevant Participant.

 

Alternatively, the Company may agree, with a view to better management and administration of the Plan, to engage a company specializing in the management of employee incentive plans so as to instrument the delivery of the Shares to the Participants in the Plan. Participants, through their acceptance of the present General Conditions, undertake to comply with the formal obligations necessary for their inclusion in the computer tool or platform of the collaborating entity managing the Plan, where applicable.

 

3.10.

As a general rule, from the number of Shares to be delivered to each Participant as a result of applying what is set out in section 3.4 above, the Company shall deduct a number of Shares with a market value, on the Vesting Date, equivalent to the appropriate advance payment of personal income tax (“Impuesto sobre la Renta de las Personas Físicas”, hereinafter, “IRPF”), or similar tax as applicable, for the value of the Shares to be delivered to the Participant.

 

The final number of Shares to be delivered by the Company to each Participant shall be determined according to the following formula:

 

 

Where:

 

N.F. = Final Number of Shares to be delivered to each Participant, rounded off by default.

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above.

 

V.M. = Market Value of the Company,’s shares on the Vesting Date of the Shares. The market value shall correspond to the weighted average price of the Company’s shares on the continuous trading market on the Vesting Date.

 

R.F. = Tax Withholding. Amount to be deducted as advance payment of IRPF, or similar tax, which shall be applied to the Market Value of the Company’s shares on the Vesting Date, as determined according to the following formula:

 

 

 

Where:

 

t.r. = Withholding Rate. Estimate of percentage of withholding or advance payment of IRPF or similar tax applicable on the total Shares resulting from conversion of Units. Any differences which, as the case might be, could appear as a result of calculating said withholding percentage, and the withholding rate as finally applicable, shall be adjusted on the payslip for the month following the month in which the Shares are delivered.

 

In those situations where the Company opts, pursuant to the foregoing section 2.5, to settle the Plan in cash, prior to payment, the Company shall deduct the amount corresponding to the withholding of IRPF or similar tax applicable, and which shall in all cases be borne by the Participant.

 

Special Situations

 

3.11.

Delivery of the relevant Shares under this Plan in the special situations contained in this section shall take place in accordance with the following rules:

 

3.11.1.

Common rules:

 

-

Unless expressly established to the contrary for a specific situation, what is set out in section 3.4 regarding ratios shall apply. The Specific Conditions related to the corresponding allocation of Units shall detail the adjustment to be made on the objectives set for the Ratio A, in the event that a special situation occurs described in section 3.11.2.

 

-

With regards to the Vesting Date established in section 3.8 above, what is set out in each special situation shall apply. Therefore, for the purposes of the Plan, the term Vesting Date, in these special situations envisaged in section 3.11.2 below, shall refer to the effective delivery date of the Shares or the payment of the corresponding cash settlement, as applicable to each special situation.

 

3.11.2.

Special situations:

 

i)

Retirement. Subject to the last sentence of this section 3.11.2, if the Participant retires before the Third Anniversary of the Allocation of Units, the corresponding Shares shall be delivered within fifteen days following the date on which retirement is effective, without application of the pro rata rules established in section iii) below to determine the final number of shares to be delivered. In such a case, for the purpose of compliance with the ratios established in section 3.4, on which the final number of Shares to be received is based, the closed financial years elapsed since each Unit Allocation Date shall be taken into account. In the event that on the date of retirement, no financial year has closed since the corresponding Unit Allocation Date, the Participant will not be entitled to receive Shares by virtue of the present Plan. For any Participant who is subject to United States federal income tax, at the time of the Participant’s termination of employment, the Company, in its sole discretion, shall determine whether such termination qualifies as a “retirement” for purposes of this section 3.11.2.

 

 

ii)

Voluntary leave. In the event that the Participant leaves voluntarily (termination of contract between Participant and the Group company, by the Participant’s unilateral decision, without the Participant continuing to be employed by any other Group company), the right to receive Shares under this Plan shall expire automatically on the date when the Participant’s voluntary leave is effective.

 

iii)

Dismissal by the Group company.

 

a) If the Participant is dismissed following a decision by the Group company (termination of contract by the Group company’s unilateral decision, without the Participant continuing to be employed with any other Group company) and provided that the levels required in the corresponding Specific Conditions have been achieved for each ratio established in section 3.4 above in respect of the financial years closed subsequently to each Unit Allocation Date, the Participant shall be entitled to receive either, (i) within fifteen days following the date on which the Participant’s dismissal is effective, or (ii) should the Company so decide, on the delivery date envisaged initially on each Unit Allocation Date, the number of Shares resulting from the following formula: [***].

 

For the purposes of determining the level of compliance with the ratios foreseen in section 3.4 above, only closed financial years elapsed following each Unit Allocation Date shall be considered.

 

In case of Ratio B, financial year shall mean each of the calendar years ended following each Unit Allocation Date.

 

In the event that, on the dismissal date, there was not yet any financial year closed as of the corresponding Unit Allocation Date, the Participant shall not have the right to receive Shares under this Plan.

 

 

b) If the Group Company adduced as the cause for dismissal the Participant's breach of legal or contractual duties, the right to receive Shares shall lapse. The above will not be applicable in the event that, pursuant to Labour Law, dismissal was declared or ruled wrongful on a firm basis or in the event that the reason adduced for dismissal is not appropriate, in which case the Shares that the Participant might be entitled to receive may only be delivered within fifteen days following the date of that declaration or ruling, and the formula established in paragraph a) above shall apply, as well as the conditions related to the ratios established in section 3.4 above.

 

iv)

Change of control situations. In the event of a change of control of the Company [***].

 

v)

Removal by mutual agreement and leave situations due to special services. In the case of the Participant’s removal by mutual agreement and of the Participant’s leave due to special services, what is agreed in each case between the Participant and the Company shall apply.

 

vi)

Death, severe disability or permanent disability. In these circumstances, or when contingencies relate to severe disability or permanent disability occur that are equivalent in each jurisdiction, the Participant, the Participant’s heirs or the Participant’s legal representatives may receive, within fifteen days following the time where any of the aforesaid situations occurs, the Shares corresponding to the number of Units as initially allocated to the Participant, and the conditions related to the ratios established in section 3.4 above shall not apply.

 

In all the above situations that result in the delivery of a certain number of Shares, the final number of Shares to be delivered by the Company shall take into account the amount to be deducted for advance payment of IRPF or any applicable similar tax, in accordance with the settlement mechanism set out in section 3.10 above.

 

Without prejudice to the above, in all situations foreseen in section 3.11.2 above that could result in the delivery of a certain number of Shares, the Company may choose to pay in cash an equivalent amount to the market value, at the end of the day before the Vesting Date, of the Shares that, as the case may be, the Participant or, when appropriate, his/her heirs or legal representatives were entitled to receive, except for the cases provided:

 

-

In section 3.11.2.iii).a), in which the Vesting Date coincides with the one initially foreseen for each Unit Allocation Date, in which case the amount in cash will be equivalent to the market value for the Shares the Participant may be entitled to receive by virtue of the Plan, will be calculated using the weighted average price of the Company’s shares on the continuous trading market on the Vesting Date, and

 

-

In section 3.11.2.iv), if the change of control arises [***].

 

 

The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount, relative to the application of the corresponding withholdings on account of IRPF or similar tax that may be applicable.

 

Transfer of Units

 

3.12.

The Units as initially allocated to each Participant shall not in any event confer any political or economic rights regarding the Shares of the Company, since they are simply a right expectation. Therefore, the Units cannot be encumbered or pledged or be transferred under any title. Only upon settlement of the Plan, if the conditions established for this event occur, the Company’s Shares shall be delivered to the Participants in the Plan, or, in the event of death, to the Participant’s legal heirs, who shall then become shareholders of the Company, except in the case that the Plan has been settled in cash, in which circumstance neither the Participants, nor their legal heirs, shall receive Shares in the Company.

 

Extinction of Units

 

3.13.

The Units shall lapse for the following reasons:

 

3.13.1.

Due to delivery of the Shares or its corresponding amount in cash in accordance with the procedure established in the Plan.

 

3.13.2.

On the Third Anniversary of the Allocation of Units being reached without fulfilment of the conditions related to the ratios set out in section 3.4 above.

 

3.13.3.

Upon termination of the relationship between the Participant and the Company, or its subsidiaries, before the Third Anniversary of the Allocation of Units, with the exception of the special situations which, as per section 3.11.2 above, may give rise to delivery of Shares.

 

Authorisation of the General Shareholders' Meeting of the Company

 

3.14.

In accordance with Article 146.1a) of Spanish Companies Act, the Company shall submit the necessary authorisation for acquisition of own shares, with the purpose of delivering them to the Participants, to the General Shareholders' Meeting, for approval.

 

3.15.

In the event that on the Vesting Date there was no authorisation by the General Shareholders' Meeting as mentioned in the paragraph above, the Participant shall be entitled to receive, from the Company and in cash, an amount equivalent to the number of Units allocated to each Participant as might have been turned into Shares, in accordance with the requirements referred to in section 3.4 above, by the weighted average price of the Company’s share on the Vesting Date. The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount.

 

3.16.

What is set out in the paragraph above shall also apply in the event that, if any of the special situations established in section 3.11.2 above occurred, a specific number of Shares should be delivered, without there being any authorisation by the General Shareholders' Meeting.

 

 

Modifications and Term of Validity

 

3.17.

Without prejudice to the powers of the Nominations and Remunerations Committee and to the legal or conventional obligation, if any, of reaching an agreement with the Participants in the Plan, any modification to the General Conditions of this Plan shall require the previous agreement of the Board of Directors of the Company.

 

3.18.

This Plan shall be valid until the Vesting Date of the Shares, corresponding to the third Unit Allocation Date as established in section 3.2 above. The foregoing shall be understood without prejudice to any actions that, in accordance with these General Conditions, are developed subsequently to the aforesaid date.

 

Plan Information

 

3.19.

The General Human Resources Management Department of the Company shall provide the Participants with any information concerning this Plan as required and shall keep the Participants informed about any modification to the Plan as might occur in the future.

 

ARTICLE FOUR.- Execution

 

4.1.

On each of the Unit Allocation Dates, the Specific Conditions shall be accepted, as established for the allocation of Units corresponding to each Participant, according to Annex 1, and said conditions shall include the parameters to be fulfilled in order to receive the Shares.

 

4.2.

The Certificate of Allocated Units issued by the General Human Resources Management Department to each participant, following the model in annex 2, shall be signed by both parties and the original of which safely kept by said management department. The Certificate shall be issued on each Unit Allocation Date.

 

ARTICLE FIVE. – Lack of Legal Effect within the Employment Area

 

5.1.

No provision or guarantee under this Plan shall be understood or interpreted as a right of the Participants to keep their employment relationship, employment contract or any other contract in force, or as any other similar rights; and no provision or guarantee under the Plan shall limit the rights held by the Company to modify or discharge said relationship or contracts in accordance with the legislation in force or with the terms of said contract or relationship.

 

 

5.2.

The Participant acknowledges that neither the Units nor the Shares as the Participant may receive under this Plan are working incentives, and that said Units and Shares cannot be regarded as a consideration for the Participant’s work in the Company or its subsidiaries; and that said Units and Shares shall not count to any effect in any compensation, to or by the Participant, as might apply on the existence or cessation of the employment relationship; and the Participant and the Company expressly agree that the Units or the Shares that, as the case may be, the Participant may receive under this Plan are excluded from calculation for compensation purposes as might be contractually established. No executive has the right or expectation to participate in the Plan; nor does the executive’s participation in this Plan bind the executive for the purpose of the executive’s possible participation in any other plan of a similar or identical nature to that of this Plan. The allocation of Units under this Plan is voluntary, discretionary and cannot be consolidated and it does not entail any right to receive new Units or Shares in the future.

 

ARTICLE SIX. - Notices

 

6.1

Any communication from the Participant to the Company, in relation to the Plan, shall be addressed to the Human Resources General Manager of the Company.

 

ARTICLE SEVEN. – Expenses ,Taxes and Social Security

 

7.1.

Any expenses as derived from delivery of Shares to the Participant by virtue of what is contained in this Plan, shall be fully paid by the Company.

 

However, the Participant shall bear any expenses arising from possible subsequent disposal of the Shares.

 

7.2.

Taxes derived from implementation of this Plan shall be paid by the individuals or entities that turn out to be tax payers in accordance with the applicable tax legislation. In particular, withholdings or advance tax payments as may be required under the regulations on IRPF, or any similar tax as applicable, shall be borne by the Participant.

 

7.3.	Likewise, contributions to Social Security or to systems of a similar nature in other jurisdictions that, where appropriate, are legally attributable to the Participant, will also be borne by the Participant.

 

ARTICLE EIGHT. – Governing Law and Interpretation of the Plan

 

8.1.

This Plan shall be governed by Spanish common law.

 

8.2.

In the event of any dispute about the interpretation of or the effects of what is established in the Plan, the parties undertake to submit any question as might arise to the Nominations and Remunerations Committee before initiating any legal action, and they hereby state that they intend to take into consideration what the Committee may decide.

 

	/s/ Carlos Cerezo Paredes
	Mr. Carlos Cerezo Paredes
	Chief Human Resources Officer
The Participant	Ferrovial, S.A.

 

 

 

Annex 1

 

Specific Conditions applicable to [NAME] regarding the Performance-Based Share Plan of “Ferrovial, S.A.” for Executives 2020-2022

 

ARTICLE ONE.-      Definitions

 

The terms in capital letters as used in these Specific Conditions and not defined herein shall have the meaning given to them by virtue of the General Conditions of the Performance-Based Share Plan of “Ferrovial, S.A.” for Executives 2020-2022, dated 19^th December 2019 (hereinafter, the “General Conditions”), a copy of which is attached to this document as an integral part thereof.

 

ARTICLE TWO.-      Allocation of Units

 

The Company allocates to [NAME] the Units listed in Article Three below, following what is set out in the General Conditions of the PLAN.

 

ARTICLE THREE.-  Terms of Units

 

The characteristics of the Units allocated are the following:

 

Number of Units:

 

[NUMBER OF UNITS]

 

Unit Allocation Date: 15^th February 2022

 

ARTICLE FOUR.-      Ratios Applicable to Allocated Units

 

In accordance with what is set out in the General Conditions, upon allocation of Units, the specific amount to be met (target) as well as the minimum target as regards Ratios A and B shall be determined in the Specific Conditions. The eventual delivery of shares by virtue of this Plan shall depend on the fulfilment of such percentage and minimum target.

 

The ratios to be achieved for the Participants to receive Company Shares under this Plan, as defined in the General Conditions of the Plan, are:

 

Ratio A: [***].

 

Ratio B: Relative position of the evolution of the “Total Shareholder Return” index of Ferrovial, S.A. [***].

 

 

 

ARTICLE FIVE. – Acceptance of General Conditions

 

By signing this document the Participant declares to be aware of and to expressly accept all of the terms and conditions of the General Conditions of the Plan.

 

In witness whereof, the Parties sign this Annex in Madrid, on the 1^st April 2022.

 

[NAME]		Mr. Carlos Cerezo Paredes
PARTICIPANT		Chief Human Resources Officer
		“Ferrovial, S.A.”

 

 

 

Exhibit 99.3

 

CERTAIN PORTIONS OF INFORMATION HAVE BEEN OMITTED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION IS MARKED AS [***] BELOW.

 

General Conditions of the

Performance-Based Share Plan of

“Ferrovial, S.E.” for Executive Directors and Senior Management 2023-2025

 

Madrid, 15 December 2022

 

ARTICLE ONE. – Purpose and Administration of the Plan

 

1.1

The Board of Directors of Ferrovial, S.E., a company domiciled in Kingsfordweg 151, 1043 GR, Amsterdam, Netherlands, registered in the commercial register of Amsterdam under number 73422134 with Dutch tax identification number 859532161, (hereinafter the “Company”), agreed, at its meeting held on 15 December 2022, the approval of a plan linked to the Company's shares (hereinafter, the "Ferrovial 2023-2025 Performance Based Share Plan" or the "Plan", as the case may be), addressed (i) to the Executive Directors and (ii) to the Senior Managers reporting directly to the Board of Directors or its Delegated Bodies (hereinafter, the "Participants"), which will allow them to receive, after a certain period of time and provided that certain requirements are met, shares of the Company (hereinafter the “Shares”). The Plan, in accordance with article 219 of the Capital Companies Act, was approved by the General Shareholders' Meeting with regards to the Executive Directors on April 13, 2023.

 

1.2

The Plan is intended to align the Participants’ interests with those of the Company and its shareholders, and to provide the Company and its Group with an instrument to attract and keep the best managers and executives.

 

For the purposes of this document, the Group formed by the Company and its subsidiary companies shall mean those companies under direct or indirect control according to the terms of article 42.1 of the Spanish Commercial Code.

 

 

1.3

The Plan shall be governed by the General Conditions established in this document and by the Specific Conditions agreed upon with each Participant, following the model attached hereto as Annex 1 to these General Conditions. Participants must expressly accept those General Conditions so that their participation in the Plan is understood as formally concluded.

 

1.4

The Company Nominations and Remunerations Committee shall be in charge of the following duties, along with any other matters expressly attributed to it under this document:

 

(i)

Changing the companies that make up the group of comparison entities for the purposes of this Plan, in case of winding-up, dissolution, division, insolvency proceedings or equivalent legal situations, delisting (with or without prior takeover bid), transformation or takeover of any of those companies as a result of any corporate operations or company restructuring, thus modifying in accordance the relevant positions table of the various entities on the companies ranking and their corresponding coefficients.

 

(ii)

The appropriate adjustments to the ratios, targets and coefficients established in the General Conditions and the Specific Conditions of the Plan, should some situation, company operation or significant event arise which suggests altering the essential elements of the Plan.

 

(iii)

Interpreting the application of the situations of change of control over subsidiaries and investees by the Company referred to in section 3.11.2.iv of these General Conditions.

 

(iv)

In general, interpreting the basic rules and conditions of this Plan, and any other matter that, due to its relevance, is considered appropriate.

 

1.5

The General Human Resources Management Department will normally be in charge of:

 

(i)

Determining the basic conditions of the Plan.

 

(ii)

Managing the Plan, being authorised to execute and subscribe all necessary acts and documents, particularly the General and Specific Conditions of the Plan.

 

 

ARTICLE TWO. – Shares Involved in the Plan

 

2.1

The Company shall allocate to each Participant a specific number of units (hereinafter, the “Units”), which shall be the basis to determine the final number of Shares to be received by each Participant as a result of this Plan. Each Unit may become, initially, a Share. The Plan shall include the number of Units that the Board of Directors determines for the Executive Directors at the proposal of the Nominations and Remunerations Committee. The number of Units to be allocated to the Senior Management shall be determined after review by this Committee. The total number of Shares for the Plan for each allocation of Units shall in no event exceed the maximum number approved by the General Shareholders’ Meeting of the Company, as far as Executive Directors are concerned.

 

2.2

If, prior to Units becoming Shares, there occurred any capital increases against reserves or at a lower issue rate than market prices, any falls in the face value without the amount of the number of shares being altered, capital decreases with return of the capital put in or other company operations with a dilutive effect, including operations related to company mergers, divisions or restructuring, non-recurring dividends or other similar circumstances that affect the value of the Company’s shares or those of any other company in the group of comparison entities indicated in section 3.4 below, the number of Units allocated to each Participant may be modified, to the extent necessary for keeping the scope of the right granted.

 

2.3

In the event of merger by take-over by another company, or of split, the Shares that the holder of a specific number of Units would have received from the exchange shall be calculated for the purpose of establishing the number of Shares that can be delivered at the time of translation of said Units.

 

2.4

The Shares received under this Plan, once the relevant Units are turned into Shares, if applicable, shall be free of any liens or encumbrances and they shall not be subject to any limitations or restrictions which are not generally applicable to the Company shareholders, or to shares of the same type, class or series, whether because of contractual, statutory or legal provisions, without prejudice to the provisions of Article Four of these General Conditions.

 

2.5

Notwithstanding the above, the Company may choose (i) for those Participants who provide services in subsidiary companies abroad, (ii) for those Participants who are involved in any of the particular situations described in section 3.11.2 below (i.e. dismissal by decision of the Group company, retirement, etc.), and (iii) in other situations in which the interest of the Company renders it advisable, to pay an amount in cash equivalent to the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department, as defined in section 3.8. below, except for the special situations described in section 3.11.2, in which case the amount in cash will be calculated in accordance with the provisions of that section.

 

 

ARTICLE THREE. – Main Characteristics of the Plan

 

Participants

 

3.1.

The Plan is intended for Executive Directors and Senior Management who report directly to the Company’s Board of Directors or its Delegated Bodies, under the terms determined by the Company. Participation in the Plan shall not confer any right upon Participants to participate in other share or cash incentive plans that the Company may implement in the future.

 

Allocation of Units

 

3.2.

The Units shall be allocated annually by the Company three times in the years 2023, 2024 and 2025, on a specific date that shall be communicated to each Participant each year through the Specific Conditions of the Plan (“Unit Allocation Date”), and each Participant shall formally accept the allocated Units. The number of Units shall appear in the relevant individual certificate to be issued by the Company’s General Human Resources Management Department for each Participant in the Plan. Said certificate is attached hereto as Annex 2 to these General Conditions (“Certificate of Units Allocated”).

 

3.3.

The number of Allocated Units, and therefore, the number of Shares the Participant may enjoy the right to receive should the requirements set out in the Plan be met, shall be determined for Executive Directors by the Board of Directors as proposed by the Nominations and Remunerations Committee. The number of Units to be allocated to Senior Management shall be determined after review by said Committee. The allocation of units on a Unit Allocation Date will not be entitled to receive Units in the subsequent years.

 

Condition to Receive the Shares

 

3.4.

In addition to the condition of continued employment as set out in section 3.8 below, in order for any Participant to be entitled to turn the allocated Units into Shares and therefore to receive Shares by virtue of taking part in this Plan, the following conditions will have to be met:

 

1.

The Ratio A (hereinafter, the “Ratio A”), understood as [***].

 

The Specific Conditions related to the corresponding allocation of Units shall establish the specific Ratio A amount to be met (target), as well as the minimum target to be achieved in order to receive Shares and for the special situations described in section 3.11.2, the adjustment to be made on the objectives set for the Ratio A will be detailed.

 

2.

Ratio B (hereinafter, the “Ratio B”) understood as the evolution of the “Total Shareholder Return” index (hereinafter “TSR” or “RTA”, according to the Spanish acronym) of the Company [***].

 

 

3.

That Ratio C (hereinafter, "Ratio C") is the Company's environmental, social and governance ("ESG") target, [***].

 

The number of Shares to be received, if applicable, by the Participants in the Plan shall be determined by applying the following formula:

 

 

Where:

 

N.A. = Number of Shares to be received by the Participant, rounded off by default.

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

Ca = Coefficient referred to Ratio A as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cb = Coefficient referred to Ratio B as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cc = Coefficient referred to Ratio C as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

3.5.

In no event shall the number of Shares to be delivered exceed the number of Units allocated on the corresponding Unit Allocation Date.

 

3.6.

The Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the aforementioned ratios in the event that there was a change in the applicable accounting standards that affected the amount or manner of determining those ratios.

 

3.7.

The Plan is subject in all cases to the interest of Ferrovial and the objectives pursued. The allocation of Units only confers a right expectation pending compliance with the indicated conditions. Further, the Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the ratios should some event or company operation occur before the Vesting Date defined in section 3.8 below (such as a material change in the structure of the business of a Company, a merger operation, or any other situation that in its judgment justifies it).

 

 

Date of Delivery of Shares

 

3.8.

Without prejudice to what is established in section 3.11 below in these General Conditions, in order for Participants to receive any Shares under this Plan, it shall be a prerequisite that the relevant Participant has an employment or commercial relationship with the Company or with any of its subsidiaries up to the third “Third Anniversary of the Allocation of Units”. The Shares resulting from application of what is set out in section 3.4 above, shall be delivered to Participants within forty-five days following the date of preparation of the consolidated annual financial statements for the financial year previous to the financial year in which the Third Anniversary of the Allocation of Units occurs (hereinafter “Vesting Date”). Up to that date, the Participant shall only hold a right expectation regarding the possibility of receiving Shares by virtue of his/her participation in this Plan.

 

For the cases provided for in section 2.5 above, the cash equivalent will be delivered to Participants within fifteen business days following the Vesting Date.

 

Delivery of Shares

 

3.9.

The Company's General Human Resources Management Department shall communicate the delivery of Shares to each Participant. The delivered Shares shall be deposited in the securities account that each Participant shall hold in a financial institution or investment service firm and that each Participant shall have notified to the Company before the Vesting Date as a prerequisite for the Shares to be delivered on the aforesaid date. The only and exclusive holder of such securities account shall be the relevant Participant.

 

Alternatively, the Company may agree, with a view to better management and administration of the Plan, to engage a company specializing in the management of employee incentive plans in shares (the “Collaborating Entity”) so as to instrument the delivery of the Shares to the Participants in the Plan. Participants, through their acceptance of the present General Conditions, undertake to comply with all the obligations and conditions necessary or required, by the Collaborating Entity or by the Company, for their inclusion in the computer tool or platform of the Collaborating Entity managing the Plan, where applicable.

 

In the event that the Plan is managed by the Collaborating Entity, the Participants express their consent to the application, among others, of the following conditions:

 

(i)

The delivery of the Shares shall be effected by transferring the ownership of the Shares to the Participants in the relevant book-entry register in the securities account held by the Participants with the Collaborating Entity.

 

 

(ii)

The Participant undertakes to transfer the Shares deposited in the securities account held with the Collaborating Entity to a securities account held by the Participant with an entity other than the Collaborating Entity within a maximum period of 30 calendar days from their delivery; if after this period the Participant has not transferred the Shares, all costs, as well as any liability associated with such Shares, shall be borne by the Participant.

 

(iii)

In the event that the Company decides to carry out a capital increase through monetary contribution without excluding pre-emptive subscription rights, the pre-emptive subscription rights corresponding to the Shares delivered and remaining in the Collaborating Entity shall be sold on the market in the name and on behalf of the Participant, as soon as possible after the start of the trading period. The amount obtained from the sale, subject to compliance with the relevant tax obligations, shall be automatically reinvested in the acquisition of new Shares, unless the Participant expressly indicates otherwise, at least ten (10) days prior to the end of the trading period of the pre-emptive subscription rights.

 

3.10.

As a general rule, from the number of Shares to be delivered to each Participant as a result of applying what is set out in section 3.4 above, the Company shall deduct a number of Shares with a market value, on the Vesting Date, equivalent to the appropriate advance payment of personal income tax (hereinafter, “PIT”), or any other tax as applicable, for the value of the Shares to be delivered to the Participant.

 

The final number of Shares to be delivered by the Company to each Participant shall be determined according to the following formula:

 

 

Where:

 

N.F. = Final Number of Shares to be delivered to each Participant, rounded off by default.

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above.

 

V.M. = Market Value of the Company,’s shares on the Vesting Date of the Shares. The market value shall correspond to the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department.

 

R.F. = Tax Withholding. Amount to be deducted as advance payment of Personal Income Tax (PIT), or any other tax, which shall be applied to the Market Value of the Company’s shares on the Vesting Date, as determined according to the following formula:

 

 

 

 

Where:

 

t.r. = Withholding Rate. Estimate of percentage of withholding or advance payment of PIT or any other tax applicable on the total Shares resulting from conversion of Units. Any differences which, as the case might be, could appear as a result of calculating said withholding percentage, and the withholding rate as finally applicable, shall be adjusted on the payslip for the month following the month in which the Shares are delivered.

 

In those situations where the Company opts, pursuant to the foregoing section 2.5, to settle the Plan in cash, prior to payment, the Company shall deduct the amount corresponding to the withholding of PIT or any other tax applicable, and which shall in all cases be borne by the Participant.

 

Special Situations

 

3.11.

Delivery of the relevant Shares under this Plan in the special situations contained in this section shall take place in accordance with the following rules:

 

3.11.1.

Common rules:

 

-

Unless expressly established to the contrary for a specific situation, what is set out in section 3.4 regarding ratios shall apply. The Specific Conditions related to the corresponding allocation of Units shall detail the adjustment to be made on the objectives set for the Ratio A and the Ratio C, in the event that a special situation occurs described in section 3.11.2.

 

-

For the purposes of these General Conditions, the financial year is deemed to have closed at 23:59 on 31 December of the relevant financial year.

 

-

With regards to the Vesting Date established in section 3.8 above, in these special situations of section 3.11.2 the effective delivery date of the Shares or the payment of the corresponding cash settlement, shall be expressly governed to each special situation.

 

3.11.2.

Special situations:

 

i)

Retirement. Subject to the last sentence of this section 3.11.2, if the Participant retires before the Third Anniversary of the Allocation of Units, and provided that the levels required in the relevant Specific Conditions for each of the ratios set out in paragraph 3.4 above have been achieved for the financial years ending after each Unit Allocation Date, the Participant shall be entitled to receive within fifteen days following the date on which retirement is effective, except where the consolidated financial statements for the last completed financial year prior to retirement have not yet been authorised for issue on the latter date, in which case it will be the number of Shares resulting from the application of the following formula:

 

 

 

Where:

 

N.F_SE = Final Number of Shares to be delivered to each Participant, rounded off by default, in the special situation of this section 3.11.2.i).

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above, in respect of the financial years closed subsequently to the corresponding Unit Allocation Date.

 

n = Number of days elapsed between the corresponding Unit Allocation Date and the date on which the Participant retires, but in no case may "n" be greater than "N".

 

N= Total number of days between the corresponding Unit Allocation Date and the Third Anniversary of the Unit Allocation, 1,095 days being taken for these purposes.

 

In such a case, for the purpose of compliance with the ratios established in section 3.4, on which the final number of Shares to be received is based, the closed financial years elapsed since each Unit Allocation Date shall be taken into account.

 

In the case of Ratio B, a financial year means each calendar year ending on or after each Unit Allocation Date.

 

In the event that on the date of retirement, no financial year has closed since the corresponding Unit Allocation Date (i.e. that the retirement is effective before 1 January of the year following the relevant Unit Allocation Date), the Participant shall not be entitled to receive Shares by virtue of this Plan. For any participant who is subject to United States federal income tax, at the time of the Participant’s termination of employment, the Company, in its sole discretion, shall determine whether such termination qualifies as a “retirement” for purposes of this section 3.11.2.

 

ii)

Voluntary leave. In the event that the Participant leaves voluntarily (termination of contract between Participant and the Group company, by the Participant’s unilateral decision, without the Participant continuing a relationship with any other Group company), the right to receive Shares under this Plan shall expire automatically on the date when the Participant’s voluntary leave is effective.

 

 

iii)

Dismissal by the Group company.

 

a) If the Participant is dismissed following a decision by the Group company (termination of contract by the Group company’s unilateral decision, without the Participant continuing a relationship with any other Group company) and provided that the levels required in the corresponding Specific Conditions have been achieved for each ratio established in section 3.4 above in respect of the financial years closed subsequently to each Unit Allocation Date, the Participant shall be entitled to receive either, (i) within fifteen working days following the date on which the Participant’s dismissal is effective, unless the consolidated financial statements for the last financial year closed prior to termination have not yet been prepared by the latter date, in which case they shall be delivered within fifteen working days following the date on which they are prepared or (ii) should the Company so decide, on the delivery date envisaged initially on each Unit Allocation Date, the number of Shares resulting from the following formula: [***].

 

For the purposes of determining the level of compliance with the ratios foreseen in section 3.4 above, only closed financial years elapsed following each Unit Allocation Date shall be considered.

 

In case of Ratio B, financial year shall mean each of the calendar years ended following each Unit Allocation Date.

 

In the event that on the date of dismissal, no financial year has closed since the corresponding Unit Allocation Date (i.e. that the dismissal is effective before 1 January of the year following the relevant Unit Allocation Date), the Participant shall not be entitled to receive Shares by virtue of this Plan.

 

b) If the Group Company adduced as the cause for dismissal the Participant's breach of legal or contractual duties, the right to receive Shares shall lapse. The above will not be applicable in the event that, pursuant to Labour Law, dismissal was declared or ruled wrongful on a firm basis or in the event that the reason adduced for dismissal is not appropriate, in which case the Shares that the Participant might be entitled to receive may only be delivered within fifteen working days following the date of that declaration or ruling, unless the consolidated financial statements for the last financial year closed prior to the termination have not yet been prepared by the latter date, in which case they shall be delivered within fifteen working days following the date on which they are prepared, and the formula established in paragraph a) above shall apply, as well as the conditions related to the ratios established in section 3.4 above.

 

 

iv)

Change of control situations. In the event of a change of control of the Company [***].

 

v)

Removal by mutual agreement and leave situations due to special services. In the case of the Participant’s removal by mutual agreement and of the Participant’s leave due to special services, what is agreed in each case between the Participant and the Company shall apply.

 

vi)

Disassociation of the Participant by mutual agreement on reaching a certain age. In cases where it has been agreed between the Company and the Participant that the Participant shall be disassociated upon reaching a certain age, the Company shall proceed to deliver the corresponding Shares on the Vesting Date initially foreseen on each Unit Allocation Date, depending on the degree of compliance with the ratios included in section 3.4 above, corresponding to the three financial years closed after each Unit Allocation Date. The final number of Shares to be delivered shall not be pro-rated in this case according to the time elapsed until the date of the Senior Manager's disassociation.

 

vii)

Death, severe disability or permanent disability. In these circumstances, or when contingencies relate to severe disability or permanent disability occur that are equivalent in each jurisdiction, the Participant, the Participant’s heirs or the Participant’s legal representatives may receive, within fifteen working days following the time where any of the aforesaid situations occurs, the number of Shares resulting from applying the following formula to the number of Units as initially allocated to the Participant, and the conditions related to the ratios established in section 3.4 above shall not apply:

 

 

Where:

 

N.F_SE = Final Number of Shares to be delivered to each Participant, rounded off by default, in the special situations set out in the present section 3.11.2.vii).

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

n = Number of days elapsed between the corresponding Unit Allocation Date and the date on which death, severe disability or permanent incapacity actually occurs, but in no case may "n" be greater than "N".

 

N= Total number of days between the corresponding Allocation Date of Units and the Third Anniversary of the Allocation, 1,095 days being taken for these purposes.

 

 

In all the above situations that result in the delivery of a certain number of Shares, the final number of Shares to be delivered by the Company shall take into account the amount to be deducted, in accordance with the settlement mechanism set out in section 3.10 above.

 

Without prejudice to the above, in all the special cases foreseen in section 3.11.2 above that could result in the delivery of a certain number of Shares, the Company may choose to pay in cash an equivalent amount to the market value, at the end of the day before the vesting date, of the Shares that, as the case may be, the Participant or, when appropriate, his/her heirs or legal representatives were entitled to receive, as regulated by each special case except for the cases provided:

 

-

In sections 3.11.2.iii).a) and 3.11.2.vi), in which by decision of the Company, the actual vesting date of the Shares regulated for that special case coincides with the Vesting Date initially foreseen for each Unit Allocation Date, in accordance with the provisions of paragraph 3.8, the amount in cash will be equivalent to the market value for the Shares the Participant may be entitled to receive by virtue of the Plan, will be calculated using the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department, and

 

-

In section 3.11.2.iv), if the change of control arises [***].

 

The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount, relative to the application of the corresponding withholdings on account of PIT or any other tax that may be applicable.

 

Transfer of Units

 

The Units as initially allocated to each Participant shall not in any event confer any political or economic rights regarding the Shares of the Company, since they are simply a right expectation. Therefore, the Units cannot be encumbered or pledged or be transferred under any title. Only upon settlement of the Plan, if the conditions established for this event occur, the Company’s Shares shall be delivered to the Participants in the Plan, or, in the event of death, to the Participant’s legal heirs, who shall then become shareholders of the Company, except in the case that the Plan has been settled in cash, in which circumstance neither the Participants, nor their legal heirs, shall receive Shares in the Company.

 

 

Extinction of Units

 

3.12.

The Units shall lapse for the following reasons:

 

3.12.1.

Due to delivery of the Shares or its corresponding amount in cash in accordance with the procedure established in the Plan.

 

3.12.2.

On the Third Anniversary of the Allocation of Units being reached without fulfilment of the conditions related to the ratios set out in section 3.4 above.

 

3.12.3.

Upon termination of the relationship between the Participant and the Company, or its subsidiaries, before the Third Anniversary of the Allocation of Units, with the exception of the special situations which, as per section 3.11.2 above, may give rise to delivery of Shares.

 

Authorisation of the General Shareholders' Meeting of the Company

 

3.13.

In accordance with the provisions of article 219 of the Capital Companies Act, the application of this Plan to Executive Directors is subject to the necessary approval by the General Shareholders' Meeting of the Company.

 

3.14.

In accordance with Article 146.1a) of Spanish Companies Act, the Company shall submit the necessary authorisation for acquisition of own shares, with the purpose of delivering them to the Participants, to the General Shareholders' Meeting, for approval.

 

3.15.

In the event that on the Vesting Date there was no authorisation by the General Shareholders' Meeting as mentioned in the paragraph above, the Participant shall be entitled to receive, from the Company and in cash, an amount equivalent to the number of Units allocated to each Participant as might have been turned into Shares, in accordance with the requirements referred to in section 3.4 above, by the weighted average price of the Company’s share on the Vesting Date provided by the Finance Department. Such cash amount shall be delivered to Participants within fifteen working days following the Vesting Date. The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount.

 

3.16.

What is set out in the paragraph above shall also apply in the event that, if any of the special situations established in section 3.11.2 above occurred, a specific number of Shares should be delivered, without there being any authorisation by the General Shareholders' Meeting.

 

Modifications and Term of Validity

 

3.17.

Without prejudice to the powers of the Nominations and Remunerations Committee and to the legal or conventional obligation, if any, of reaching an agreement with the Participants in the Plan, any modification to the General Conditions of this Plan shall require the previous agreement of the Board of Directors of the Company and where applicable, of the General Shareholders’ Meeting.

 

 

3.18.

This Plan shall be valid until the Vesting Date of the Shares, corresponding to the third Unit Allocation Date as established in section 3.2 above. The foregoing shall be understood without prejudice to any actions that, in accordance with these General Conditions, are developed subsequently to the aforesaid date.

 

Plan Information

 

3.19.

The General Human Resources Management Department of the Company shall provide the Participants with any information concerning this Plan as required and shall keep the Participants informed about any modification to the Plan as might occur in the future.

 

ARTICLE FOUR. Claim for redemption of Shares or their cash equivalent (clawback clause) and obligation to hold Shares from the Plan

 

Claiming redemption of Shares or cash equivalent (clawback clause)

 

4.1.

The Company may require Participants to return up to 100% of the Shares delivered under the Plan to the relevant securities account, or the cash equivalent thereof on the relevant Vesting Date, net of any taxes borne by the Participant, or even set off such remuneration against other variable remuneration which Participants are entitled to receive, where it becomes apparent and is proved within three years after each Vesting Date that the delivery of the Shares or the payment of the corresponding amount in cash was made wholly or partly on the basis of inaccurate information, if such inaccuracy has caused a material adverse effect on the income statement for any financial year within such three-year period, which is qualified by the auditor.

 

4.2.

The Board of Directors shall decide whether such a circumstance exists and the Shares or amounts to be returned, where appropriate on the basis of prior reports from the Advisory Committees or such other reports as it deems appropriate.

 

Obligation to hold Shares arising from the Scheme

 

4.3.

Shares received by Participants as a result of their stake in the Scheme shall be subject to compliance with the shareholding obligation contained in their contracts.

 

4.4.

Under no circumstances shall the obligation to hold Shares set out in section 4.3 above be deemed to be breached if Participants are obliged to return Shares as a result of the application of the provisions of section 4.1 above.

 

4.5.

The obligation to hold shares shall terminate upon termination of the contractual relationship between the Participant and the Company.

 

 

Without prejudice to the provisions of this Article Four, for Participants who are Executive Directors, the provisions of this Article shall be adjusted and applied, where appropriate, in accordance with the terms regulated in the corresponding Ferrovial Directors' Remuneration Policy in force at any given time.

 

ARTICLE FIVE. - Execution

 

5.1.

The General Conditions, the Specific Conditions (Annex 1) and the Certificate of Allocated Units (Annex 2) shall be issued to all employees electronically, through the HR Management system tool.

 

On each of the Unit Allocation Dates, the Specific Conditions shall be accepted electronically, through the HR management systems tool, as established for the allocation of Units corresponding to each Participant, according to Annex 1, and said conditions shall include the parameters to be fulfilled in order to receive the Shares. Notwithstanding the foregoing, in cases where access to such system is not available, acceptance of the Specific Conditions shall be made by e-mail.

 

5.2.

Likewise, the Certificate of Allocated Units issued electronically to each participant on each Unit Allocation Date, following the model in Annex 2, shall be accepted by the Participant in accordance with the procedure set out in this section for the Specific Conditions.

 

ARTICLE SIX. – Lack of Legal Effect within the Employment Area

 

6.1.

No provision or guarantee under this Plan shall be understood or interpreted as a right of the Participants to keep their employment relationship, employment contract or any other contract in force, or as any other similar rights; and no provision or guarantee under the Plan shall limit the rights held by the Company to modify or discharge said relationship or contracts in accordance with the legislation in force or with the terms of said contract or relationship.

 

6.2.

The Participant acknowledges that neither the Units nor the Shares as the Participant may receive under this Plan are working incentives, and that said Units and Shares cannot be regarded as a consideration for the Participant’s work in the Company or its subsidiaries; and that said Units and Shares shall not count to any effect in any compensation, to or by the Participant, as might apply on the existence or cessation of the employment relationship; and the Participant and the Company expressly agree that the Units or the Shares that, as the case may be, the Participant may receive under this Plan are excluded from calculation for compensation purposes as might be contractually established. No Participant has the right or expectation to participate in the Plan; nor does the executive’s participation in this Plan bind the executive for the purpose of the executive’s possible participation in any other plan of a similar or identical nature to that of this Plan. The allocation of Units under this Plan is voluntary, discretionary and cannot be consolidated and it does not entail any right to receive new Units or Shares in the future.

 

 

ARTICLE SEVEN. – Notices

 

7.1

Any communication from the Participant to the Company or, where appropriate, to the Collaborating Entity in relation to the Plan, shall be addressed, respectively, to The General Human Resources Management Department or, to the professional or department indicated by the Collaborating Entity.

 

ARTICLE EIGHT. – Expenses ,Taxes and Social Security

 

8.1.

Any expenses as derived from delivery of Shares to the Participant by virtue of what is contained in this Plan, shall be fully paid by the Company.

 

     However, the Participant shall bear any expenses arising from possible subsequent disposal of the Shares.

 

8.2

Taxes derived from implementation of this Plan shall be paid by the individuals or entities that turn out to be tax payers in accordance with the applicable tax legislation. In particular, withholdings or advance tax payments as may be required under the regulations on PIT, or any other tax, direct or indirect, as applicable by virtue of the tax regulations in force from time to time, including, where applicable, the Financial Transfers Tax ("FTT"), shall be borne by the Participant.

 

8.3.	Likewise, contributions to Social Security or to systems of a similar nature in other jurisdictions that, where appropriate, are legally attributable to the Participant, will also be borne by the Participant.

 

ARTICLE NINE. – Interpretation of the Plan

 

9.1

In the event of any dispute about the interpretation of or the effects of what is established in the Plan, the parties undertake to submit any question as might arise to the Nominations and Remunerations Committee before initiating any legal action, and they hereby state that they intend to take into consideration what the Committee may decide.

 

 

Annex 1

 

Specific Conditions applicable to [NAME] regarding the Performance-Based Share Plan of “Ferrovial, S.E.” for Executive Directors and Senior Management 2023-2025

 

ARTICLE ONE.-      Definitions

 

The capitalized terms used in these SPECIFIC CONDITIONS and not defined in it shall have the meaning granted by the General Conditions of the PERFORMANCE-BASED SHARE PLAN OF “FERROVIAL, S.E.” for Executive Directors and Senior Management 2023-2025, dated 15 December 2022, to which Annex 1 is attached as an integral part of these.

 

ARTICLE TWO.-      Allocation of Units

 

The Company allocates to [NAME] the Units listed in Article Three below, following what is set out in the General Conditions of the PLAN.

 

ARTICLE THREE.-      Terms of Units

 

The characteristics of the Units allocated are the following:

 

Number of Units:

 

[NUMBER OF UNITS]

 

UNIT ALLOCATION DATE for the purposes of calculating the Conditions set out in the general conditions of the plan: 15 February 2023.

 

ARTICLE FOUR.-      Ratios Applicable to Allocated Units

 

In accordance with what is set out in the General Conditions, upon allocation of Units, the target to be met for RATIO A, RATIO B, and the RATIO C metrics, as well as the minimum target as regards RATIOS A, B and RATIO C metrics shall be determined in the Specific Conditions. The eventual delivery of shares by virtue of this PLAN shall depend on the fulfilment of such percentage and minimum target.

 

The ratios to be achieved for the PARTICIPANTS to receive COMPANY SHARES under this Plan, as defined in the General Conditions of the PLAN, are:

 

-

Ratio A: [***].

 

-

Ratio B: Relative position of the evolution of the “Total Shareholder Return” index of Ferrovial, S.E. [***].

 

-

Ratio C: Environmental, social and governance ("ESG") [***].

 

ARTICLE FIVE. – Acceptance of General Conditions

 

By accepting via electronic means, through the HR Management Systems tool, or via email in cases where they do not have access to this tool, the PARTICIPANT declares to be aware of and to expressly accept all of the terms and conditions of the General Conditions of the PLAN.

 

 

 

Exhibit 99.4

 

CERTAIN PORTIONS OF INFORMATION HAVE BEEN OMITTED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION IS MARKED AS [***] BELOW.

 

General Conditions of the

Performance-Based Share Plan of

“Ferrovial, S.E.” for Executives 2023-2025

 

Madrid, 15 December 2022

 

ARTICLE ONE. – Purpose and Administration of the Plan

 

1.1

The Board of Directors of Ferrovial, S.E., a company domiciled in Kingsfordweg 151, 1043 GR, Amsterdam, Netherlands, registered in the commercial register of Amsterdam under number 73422134 with Dutch tax identification number 859532161, (hereinafter the “Company”), agreed, at its meeting held on 15 December 2022, to offer executives and other employees of the Company and its subsidiaries who, as determined by the Company, have that status on the corresponding Unit Allocation Date, as defined in section 3.2 of these General Conditions (hereinafter, the “Participants”), the opportunity to participate in a plan linked to the Company shares (hereinafter, either the “Ferrovial Performance-Based Share Plan 2023-2025” or the “Plan”), which will allow them to receive, after a certain period of time and provided that certain requirements are met, shares of the Company (hereinafter the “Shares”).

 

1.2

The Plan is intended to align the Participants’ interests with those of the Company and its shareholders, and to provide the Company and its Group with an instrument to attract and keep the best executives.

 

For the purposes of this document, the Group formed by the Company and its subsidiary companies shall mean those companies under direct or indirect control according to the terms of article 42.1 of the Spanish Commercial Code.

 

1.3

The Plan shall be governed by the General Conditions established in this document and by the Specific Conditions agreed upon with each Participant, following the model attached hereto as Annex 1 to these General Conditions. Participants must expressly accept those General Conditions so that their participation in the Plan is understood as formally concluded.

 

1.4

The Company Nominations and Remunerations Committee shall be in charge of the following duties, along with any other matters expressly attributed to it under this document:

 

(i)

Determining the number of Participants.

 

(ii)

Changing the companies that make up the group of comparison entities for the purposes of this Plan, in case of winding-up, dissolution, division, insolvency proceedings or equivalent legal situations, delisting (with or without prior takeover bid), transformation or takeover of any of those companies as a result of any corporate operations or company restructuring, thus modifying in accordance the relevant positions table of the various entities on the companies ranking and their corresponding coefficients.

 

 

(iii)

The appropriate adjustments to the ratios, targets and coefficients established in the General Conditions and the Specific Conditions of the Plan, should some situation, company operation or significant event arise which suggests altering the essential elements of the Plan.

 

(iv)

Interpreting the application of the situations of change of control over subsidiaries and investees by the Company referred to in section 3.11.2.iv of these General Conditions.

 

(v)

In general, interpreting the basic rules and conditions of this Plan, and any other matter that, due to its relevance, is considered appropriate.

 

1.5

The General Human Resources Management Department will normally be in charge of:

 

(i)

Determining the basic conditions of the Plan.

 

(ii)

Managing the Plan, being authorised to execute and subscribe all necessary acts and documents, particularly the General and Specific Conditions of the Plan.

 

ARTICLE TWO. – Shares Involved in the Plan

 

2.1

The Company shall allocate to each Participant a specific number of units (hereinafter, the “Units”), which shall be the basis to determine the final number of Shares to be received by each Participant as a result of this Plan. Each Unit may become, initially, a Share. The Plan shall include the number of Units that the Chief Executive Officer of the Company authorises for each Participant annually. The total cost of Shares for the Plan for each allocation of units shall in no event exceed the maximum number approved by the Board of Directors.

 

2.2

If, prior to Units becoming Shares, there occurred any capital increases against reserves or at a lower issue rate than market prices, any falls in the face value without the amount of the number of shares being altered, capital decreases with return of the capital put in or other company operations with a dilutive effect, including operations related to company mergers, divisions or restructuring, non-recurring dividends or other similar circumstances that affect the value of the Company’s shares or those of any other company in the group of comparison entities indicated in section 3.4 below, the number of Units allocated to each Participant may be modified, to the extent necessary for keeping the scope of the right granted.

 

2.3

In the event of merger by take-over by another company, or of split, the Shares that the holder of a specific number of Units would have received from the exchange shall be calculated for the purpose of establishing the number of Shares that can be delivered at the time of translation of said Units.

 

2.4

The Shares received under this Plan, once the relevant Units are turned into Shares, if applicable, shall be free of any liens or encumbrances and they shall not be subject to any limitations or restrictions which are not generally applicable to the Company shareholders, or to shares of the same type, class or series, whether because of contractual, statutory or legal provisions.

 

 

2.5

Notwithstanding the above, the Company may choose (i) for those Participants who provide services in subsidiary companies abroad, (ii) for those Participants who are involved in any of the particular situations described in section 3.11.2 below (i.e. unfair dismissal, retirement, etc.), and (iii) in other situations in which the interest of the Company renders it advisable, to pay an amount in cash equivalent to the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department, as defined in section 3.8. below, except for the special situations described in section 3.11.2, in which case the amount in cash will be calculated in accordance with the provisions of that section.

 

ARTICLE THREE. – Main Characteristics of the Plan

 

Participants

 

3.1.

The Plan is intended, in principle, for executives and other employees of the companies included in the Group, which, as determined by the Company, hold said status on the corresponding Unit Allocation Date established in section 3.2 below, under the terms determined by the Company. Participation in the Plan shall not confer any right upon Participants to participate in other share or cash incentive plans that the Company may implement in the future.

 

Allocation of Units

 

3.2.

The Units shall be allocated annually by the Company three times in the years 2023, 2024 and 2025, on a specific date that shall be communicated to each Participant each year through the Specific Conditions of the Plan (“Unit Allocation Date”), and each Participant shall formally accept the allocated Units. The number of Units shall appear in the relevant individual certificate to be issued by the Company’s General Human Resources Management Department for each Participant in the Plan. Said certificate is attached hereto as Annex 2 to these General Conditions (“Certificate of Units Allocated”).

 

3.3.

The number of Allocated Units, and therefore, the number of Shares the Participant may enjoy the right to receive should the requirements set out in the Plan be met, shall be determined by the Chief Executive Officer of the Company annually. The allocation of units on a Unit Allocation Date will not be entitled to receive Units in the subsequent years.

 

Condition to Receive the Shares

 

3.4.

In addition to the condition of continued employment as set out in section 3.8 below, in order for any Participant to be entitled to turn the allocated Units into Shares and therefore to receive Shares by virtue of taking part in this Plan, the following conditions will have to be met:

 

1.

The Ratio A (hereinafter, the “Ratio A”), understood as [***].

 

The Specific Conditions related to the corresponding allocation of Units shall establish the specific Ratio A amount to be met (target), as well as the minimum target to be achieved in order to receive Shares and for the special situations described in section 3.11.2, the adjustment to be made on the objectives set for the Ratio A will be detailed.

 

 

2.

Ratio B (hereinafter, the “Ratio B”) understood as the evolution of the “Total Shareholder Return” index (hereinafter “TSR” or “RTA”, according to the Spanish acronym) of the Company [***].

 

3.

That Ratio C (hereinafter, "Ratio C") is the Company's environmental, social and governance ("ESG") target, [***].

 

The number of Shares to be received, if applicable, by the Participants in the Plan shall be determined by applying the following formula:

 

 

Where:

 

N.A. = Number of Shares to be received by the Participant, rounded off by default.

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

Ca = Coefficient referred to Ratio A as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cb = Coefficient referred to Ratio B as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cc = Coefficient referred to Ratio C as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

3.5.

In no event shall the number of Shares to be delivered exceed the number of Units allocated on the corresponding Unit Allocation Date.

 

3.6.

The Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the aforementioned ratios in the event that there was a change in the applicable accounting standards that affected the amount or manner of determining those ratios.

 

3.7.

The Plan is subject in all cases to the interest of Ferrovial and the objectives pursued. The allocation of Units only confers a right expectation pending compliance with the indicated conditions. Further, the Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the ratios should some event or company operation occur before the Vesting Date defined in section 3.8 below (such as a material change in the structure of the business of a Company, a merger operation, or any other situation that in its judgment justifies it).

 

Date of Delivery of Shares

 

3.8.

Without prejudice to what is established in section 3.11 below in these General Conditions, in order for Participants to receive any Shares under this Plan, it shall be a prerequisite that the relevant Participant has an employment relationship with the Company or with any of its subsidiaries up to the Third Anniversary of the Allocation of Units. The Shares resulting from application of what is set out in section 3.4 above, shall be delivered to Participants within forty-five days following the date of preparation of the consolidated annual financial statements for the financial year previous to the financial year in which the Third Anniversary of the Allocation of Units occurs (hereinafter “Vesting Date”). Up to that date, the Participant shall only hold a right expectation regarding the possibility of receiving Shares by virtue of his/her participation in this Plan. For the cases provided for in section 2.5 above, the cash equivalent will be delivered to Participants within fifteen business days following the Vesting Date.

 

 

Delivery of Shares

 

3.9.

The Company's General Human Resources Management Department shall communicate the delivery of Shares to each Participant. The delivered Shares shall be deposited in the securities account that each Participant shall hold in a financial institution or investment service firm and that each Participant shall have notified to the Company before the Vesting Date as a prerequisite for the Shares to be delivered on the aforesaid date. The only and exclusive holder of such securities account shall be the relevant Participant.

 

Alternatively, the Company may agree, with a view to better management and administration of the Plan, to engage a company specializing in the management of employee incentive plans in shares (the “Collaborating Entity”) so as to instrument the delivery of the Shares to the Participants in the Plan. Participants, through their acceptance of these General Conditions, undertake to comply with all the obligations and conditions necessary or required, by the Collaborating Entity or by the Company, for their inclusion in the computer tool or platform of the Collaborating Entity managing the Plan, where applicable.

 

In the event that the Plan is managed by the Collaborating Entity, the Participants express their consent to the application, among others, of the following conditions:

 

(i)

The delivery of the Shares shall be effected by transferring the ownership of the Shares to the Participants in the relevant book-entry register in the securities account held by the Participants with the Collaborating Entity.

 

(ii)

The Participant undertakes to transfer the Shares deposited in the securities account held with the Collaborating Entity to a securities account held by the Participant with an entity other than the Collaborating Entity within a maximum period of 30 calendar days from their delivery; if after this period the Participant has not transferred the Shares, all costs, as well as any liability associated with such Shares, shall be borne by the Participant.

 

(iii)

In the event that the Company decides to carry out a capital increase through monetary contribution without excluding pre-emptive subscription rights, the pre-emptive subscription rights corresponding to the Shares delivered and remaining in the Collaborating Entity shall be sold on the market in the name and on behalf of the Participant, as soon as possible after the start of the trading period. The amount obtained from the sale, subject to compliance with the relevant tax obligations, shall be automatically reinvested in the acquisition of new Shares, unless the Participant expressly indicates otherwise, at least ten (10) days prior to the end of the trading period of the pre-emptive subscription rights.

 

3.10.

As a general rule, from the number of Shares to be delivered to each Participant as a result of applying what is set out in section 3.4 above, the Company shall deduct a number of Shares with a market value, on the Vesting Date, equivalent to the appropriate advance payment of personal income tax (hereinafter, “PIT”), or any other tax as applicable, for the value of the Shares to be delivered to the Participant.

 

 

The final number of Shares to be delivered by the Company to each Participant shall be determined according to the following formula:

 

 

Where:

 

N.F. = Final Number of Shares to be delivered to each Participant, rounded off by default.

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above.

 

V.M. = Market Value of the Company’s shares on the Vesting Date of the Shares. The market value shall correspond to the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department.

 

R.F. = Tax Withholding. Amount to be deducted as advance payment of PIT, or any other tax, which shall be applied to the Market Value of the Company’s shares on the Vesting Date, determined according to the following formula:

 

 

Where:

 

t.r. = Withholding Rate. Estimate of percentage of withholding or advance payment of PIT or any other tax applicable on the total Shares resulting from conversion of Units. Any differences which, as the case might be, could appear as a result of calculating said withholding percentage, and the withholding rate as finally applicable, shall be adjusted on the payslip for the month following the month in which the Shares are delivered.

 

In those situations where the Company opts, pursuant to the foregoing section 2.5, to settle the Plan in cash, prior to payment, the Company shall deduct the amount corresponding to the withholding of PIT or any other tax applicable, and which shall in all cases be borne by the Participant.

 

Special Situations

 

3.11.

Delivery of the relevant Shares under this Plan in the special situations contained in this section shall take place in accordance with the following rules:

 

3.11.1.

Common rules:

 

-

Unless expressly established to the contrary for a specific situation, what is set out in section 3.4 regarding ratios shall apply. The Specific Conditions related to the corresponding allocation of Units shall detail the adjustment to be made on the objectives set for the Ratio A and the Ratio C, in the event that a special situation occurs described in section 3.11.2.

 

 

-

For the purposes of these General Conditions, the financial year is deemed to have closed at 23:59 on 31 December of the relevant financial year.

 

-

With regards to the Vesting Date established in section 3.8 above, in these special situations of section 3.11.2 the effective delivery date of the Shares or the payment of the corresponding cash settlement, shall be expressly governed by each special situation.

 

3.11.2.

Special situations:

 

i)

Retirement. Subject to the last sentence of this section 3.11.2, if the Participant retires before the Third Anniversary of the Allocation of Units, and provided that the levels required in the relevant Specific Conditions for each of the ratios set out in paragraph 3.4 above have been achieved for the financial years ending after each Unit Allocation Date, the Participant shall be entitled to receive within fifteen working days following the date on which retirement is effective, except where the consolidated financial statements for the last completed financial year prior to retirement have not yet been authorised for issue on the latter date, in which case it will be the number of Shares resulting from the application of the following. formula:

 

 

Where:

 

N.F._SE = Final Number of Shares to be delivered to each Participant, rounded off by default, in the special situation of this section 3.11.2.i).

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above, in respect of the financial years closed subsequently to the corresponding Unit Allocation Date.

 

n = Number of days elapsed between the corresponding Unit Allocation Date and the date on which the Participant retires, but in no case may "n" be greater than "N".

 

N= Total number of days between the corresponding Unit Allocation Date and the Third Anniversary of the Unit Allocation, 1,095 days being taken for these purposes.

 

In such a case, for the purpose of compliance with the ratios established in section 3.4, on which the final number of Shares to be received is based, the closed financial years elapsed since each Unit Allocation Date shall be taken into account.

 

In the case of Ratio B, a financial year means each calendar year ending on or after each Unit Allocation Date.

 

 

In the event that on the date of retirement, no financial year has closed since the corresponding Unit Allocation Date (i.e. that the retirement is effective before 1 January of the year following the relevant Unit Allocation Date), the Participant shall not be entitled to receive Shares by virtue of this Plan. For any Participant who is subject to United States federal income tax, at the time of the Participant’s termination of employment, the Company, in its sole discretion, shall determine whether such termination qualifies as a “retirement” for purposes of this section 3.11.2.

 

ii)

Voluntary leave. In the event that the Participant leaves voluntarily (termination of contract between Participant and the Group company, by the Participant’s unilateral decision, without the Participant continuing to be employed by any other Group company), the right to receive Shares under this Plan shall expire automatically on the date when the Participant’s voluntary leave is effective.

 

iii)

Dismissal by the Group company.

 

a) If the Participant is dismissed following a decision by the Group company (termination of contract by the Group company’s unilateral decision, without the Participant continuing to be employed with any other Group company) and provided that the levels required in the corresponding Specific Conditions have been achieved for each ratio established in section 3.4 above in respect of the financial years closed subsequently to each Unit Allocation Date, the Participant shall be entitled to receive either, (i) within fifteen working days following the date on which the Participant’s dismissal is effective, unless the consolidated financial statements for the last financial year closed prior to termination have not yet been prepared by the latter date, in which case they shall be delivered within fifteen working days following the date on which they are prepared, or (ii) should the Company so decide, on the delivery date envisaged initially on each Unit Allocation Date, the number of Shares resulting from the following formula: [***].

 

For the purposes of determining the level of compliance with the ratios foreseen in section 3.4 above, only closed financial years elapsed following the Unit Allocation Date shall be considered.

 

In case of Ratio B, financial year shall mean each of the calendar years ended following each Unit Allocation Date.

 

In the event that on the date of dismissal, no financial year has closed since the corresponding Unit Allocation Date (i.e. that the dismissal is effective before 1 January of the year following the relevant Unit Allocation Date), the Participant shall not be entitled to receive Shares by virtue of this Plan.

 

b) If the Group Company adduced as the cause for dismissal the Participant's breach of legal or contractual duties, the right to receive Shares shall lapse. The above shall not be applicable in the event that, pursuant to Labour Law, dismissal was declared or ruled wrongful on a firm basis or in the event that the reason adduced for dismissal is not appropriate, in which case the Shares that the Participant might be entitled to receive may only be delivered within fifteen working days following the date of that declaration or ruling, unless the consolidated financial statements for the last financial year closed prior to the termination have not yet been prepared by the latter date, in which case they shall be delivered within fifteen working days following the date on which they are prepared, and the formula established in paragraph a) above shall apply, as well as the conditions related to the ratios established in section 3.4 above.

 

 

iv)

Change of control situations. In the event of a change of control of the Company [***].

 

v)

Removal by mutual agreement and leave situations due to special services. In the case of the Participant’s removal by mutual agreement and of the Participant’s leave due to special services, what is agreed in each case between the Participant and the Company shall apply.

 

vi)

Death, severe disability or permanent disability. In these circumstances, or when contingencies relate to severe disability or permanent disability occur that are equivalent in each jurisdiction, the Participant, the Participant’s heirs or the Participant’s legal representatives may receive, within fifteen working days following the time where any of the aforesaid situations occurs, the number of Shares resulting from applying the following formula to the number of Units as initially allocated to the Participant, and the conditions related to the ratios established in section 3.4 above shall not apply.

 

 

Where:

 

N.F_SE = Final Number of Shares to be delivered to each Participant, rounded off by default, in the special situations set out in the present section 3.11.2.vi).

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

n = Number of days elapsed between the corresponding Unit Allocation Date and the date on which death, severe disability or permanent incapacity actually occurs, but in no case may "n" be greater than "N".

 

N= Total number of days between the corresponding Allocation Date of Units and the Third Anniversary of the Allocation, 1,095 days being taken for these purposes.

 

In all the above situations that result in the delivery of a certain number of Shares, the final number of Shares to be delivered by the Company shall take into account the amount to be deducted, in accordance with the settlement mechanism set out in section 3.10 above.

 

Without prejudice to the above, in all the special cases foreseen in section 3.11.2 above that could result in the delivery of a certain number of Shares, the Company may choose to pay in cash an equivalent amount to the market value, at the end of the day before the vesting date, of the Shares that, as the case may be, the Participant or, when appropriate, his/her heirs or legal representatives were entitled to receive, as regulated by each special case except for the cases provided:

 

-

In section 3.11.2.iii).a), in which by decision of the Company, the actual vesting date of the Shares regulated for that special case coincides with the Vesting Date initially foreseen for each Unit Allocation Date, in accordance with the provisions of paragraph 3.8, the amount in cash will be equivalent to the market value for the Shares the Participant may be entitled to receive by virtue of the Plan, will be calculated using the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department, and

 

 

-

in section 3.11.2.iv), if the change of control arises [***].

 

The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount, relative to the application of the corresponding withholdings on account of PTI or any other tax that may be applicable.

 

Transfer of Units

 

3.12.

The Units as initially allocated to each Participant shall not in any event confer any political or economic rights regarding the Shares of the Company, since they are simply a right expectation. Therefore, the Units cannot be encumbered or pledged or be transferred under any title. Only upon settlement of the Plan, if the conditions established for this event occur, the Company’s Shares shall be delivered to the Participants in the Plan, or, in the event of death, to the Participant’s legal heirs, who shall then become shareholders of the Company, except in the case that the Plan has been settled in cash, in which circumstance neither the Participants, nor their legal heirs, shall receive Shares in the Company.

 

Extinction of Units

 

3.13.

The Units shall lapse for the following reasons:

 

3.13.1.

Due to delivery of the Shares or its corresponding amount in cash in accordance with the procedure established in the Plan.

 

3.13.2.

On the Third Anniversary of the Allocation of Units being reached without fulfilment of the conditions related to the ratios set out in section 3.4 above.

 

3.13.3.

Upon termination of the relationship between the Participant and the Company, or its subsidiaries, before the Third Anniversary of the Allocation of Units, with the exception of the special situations which, as per section 3.11.2 above, may give rise to delivery of Shares.

 

Authorisation of the General Shareholders' Meeting of the Company

 

3.14.

In accordance with Article 146.1a) of Spanish Companies Act, the Company shall submit the necessary authorisation for acquisition of own shares, with the purpose of delivering them to the Participants, to the General Shareholders' Meeting, for approval.

 

3.15.

In the event that on the Vesting Date there was no authorisation by the General Shareholders' Meeting as mentioned in the paragraph above, the Participant shall be entitled to receive, from the Company and in cash, an amount equivalent to the number of Units allocated to each Participant as might have been turned into Shares, in accordance with the requirements referred to in section 3.4 above, by the weighted average price of the Company’s share on the Vesting Date provided by the Finance Department. Such cash amount shall be delivered to Participants within fifteen working days following the Vesting Date. The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount.

 

3.16.

What is set out in the paragraph above shall also apply in the event that, if any of the special situations established in section 3.11.2 above occurred, a specific number of Shares should be delivered, without there being any authorisation by the General Shareholders' Meeting.

 

 

Modifications and Term of Validity

 

3.17.

Without prejudice to the powers of the Nominations and Remunerations Committee and to the legal or conventional obligation, if any, of reaching an agreement with the Participants in the Plan, any modification to the General Conditions of this Plan shall require the previous agreement of the Board of Directors of the Company.

 

3.18.

This Plan shall be valid until the Vesting Date of the Shares, corresponding to the third Unit Allocation Date as established in section 3.2 above. The foregoing shall be understood without prejudice to any actions that, in accordance with these General Conditions, are developed subsequently to the aforesaid date.

 

Plan Information

 

3.19.

The General Human Resources Management Department of the Company shall provide the Participants with any information concerning this Plan as required and shall keep the Participants informed about any modification to the Plan as might occur in the future.

 

ARTICLE FOUR.- Execution

 

4.1.

The General Conditions, the Specific Conditions (Annex 1) and the Certificate of Allocated Units (Annex 2) shall be issued to all employees electronically, through the HR Management system tool.

 

On each of the Unit Allocation Dates, the Specific Conditions shall be accepted electronically, through the HR management systems tool, as established for the allocation of Units corresponding to each Participant, according to Annex 1, and said conditions shall include the parameters to be fulfilled in order to receive the Shares. Notwithstanding the foregoing, in cases where access to such system is not available, acceptance of the Specific Conditions shall be made by e-mail.

 

4.2.

Likewise, the Certificate of Allocated Units issued electronically to each Participant on each Unit Allocation Date, following the model in Annex 2, shall be accepted by the Participant in accordance with the procedure set out in this section for the Specific Conditions.

 

ARTICLE FIVE. – Lack of Legal Effect within the Employment Area

 

5.1.

No provision or guarantee under this Plan shall be understood or interpreted as a right of the Participants to keep their employment relationship, employment contract or any other contract in force, or as any other similar rights; and no provision or guarantee under the Plan shall limit the rights held by the Company to modify or discharge said relationship or contracts in accordance with the legislation in force or with the terms of said contract or relationship.

 

5.2.

The Participant acknowledges that neither the Units nor the Shares as the Participant may receive under this Plan are working incentives, and that said Units and Shares cannot be regarded as a consideration for the Participant’s work in the Company or its subsidiaries; and that said Units and Shares shall not count to any effect in any compensation, to or by the Participant, as might apply on the existence or cessation of the employment relationship; and the Participant and the Company expressly agree that the Units or the Shares that, as the case may be, the Participant may receive under this Plan are excluded from calculation for compensation purposes as might be contractually established. No executive has the right or expectation to participate in the Plan; nor does the executive’s participation in this Plan bind the executive for the purpose of the executive’s possible participation in any other plan of a similar or identical nature to that of this Plan. The allocation of Units under this Plan is voluntary, discretionary and cannot be consolidated and it does not entail any right to receive new Units or Shares in the future.

 

 

ARTICLE SIX. - Notices

 

6.1

Any communication from the Participant to the Company or, where appropriate, to the Collaborating Entity in relation to the Plan, shall be addressed, respectively, to The General Human Resources Management Department or, to the professional or department indicated by the Collaborating Entity.

 

ARTICLE SEVEN. Expenses, Taxes and Social Security

 

7.1.

Any expenses as derived from delivery of Shares to the Participant by virtue of what is contained in this Plan, shall be fully paid by the Company.

 

However, the Participant shall bear any expenses arising from possible subsequent disposal of the Shares.

 

7.2.

Taxes derived from implementation of this Plan shall be paid by the individuals or entities that turn out to be tax payers in accordance with the applicable tax legislation. In particular, withholdings or advance tax payments as may be required under the regulations on PIT, or any other tax, direct or indirect, as applicable by virtue of the tax regulations in force from time to time, including, where applicable, the Financial Transfers Tax ("FTT"), shall be borne by the Participant.

 

7.3.

Likewise, contributions to Social Security or to systems of a similar nature in other jurisdictions that, where appropriate, are legally attributable to the Participant, will also be borne by the Participant.

 

ARTICLE EIGHT. – Interpretation of the Plan

 

8.1.

In the event of any dispute about the interpretation of or the effects of what is established in the Plan, the parties undertake to submit any question as might arise to the Nominations and Remunerations Committee before initiating any legal action, and they hereby state that they intend to take into consideration what the Committee may decide.

 

 

Annex 1

 

Specific Conditions applicable to [NAME] regarding the Performance-Based Share Plan of “Ferrovial, S.E.” for Executives 2023-2025

 

ARTICLE ONE.-      Definitions

 

The capitalized terms used in these SPECIFIC CONDITIONS and not defined in it shall have the meaning granted by the General Conditions of the PERFORMANCE-BASED SHARE PLAN OF “FERROVIAL, S.E.” for Executives 2023-2025, dated 15 December 2022, to which Annex 1 is attached as an integral part of these.

 

ARTICLE TWO.-      Allocation of Units

 

The Company allocates to [NAME] the Units listed in Article Three below, following what is set out in the General Conditions of the PLAN.

 

ARTICLE THREE.-      Terms of Units

 

The characteristics of the Units allocated are the following:

 

Number of Units:

 

[NUMBER OF UNITS]

 

UNIT ALLOCATION DATE for the purposes of calculating the Conditions set out in the general conditions of the plan: 15 February 2023.

 

ARTICLE FOUR.-      Ratios Applicable to Allocated Units

 

In accordance with what is set out in the General Conditions, upon allocation of Units, the target to be met for RATIO A, RATIO B, and the RATIO C metrics, as well as the minimum target as regards RATIOS A, B and RATIO C metrics shall be determined in the Specific Conditions. The eventual delivery of shares by virtue of this PLAN shall depend on the fulfilment of such percentage and minimum target.

 

The ratios to be achieved for the PARTICIPANTS to receive COMPANY SHARES under this Plan, as defined in the General Conditions of the PLAN, are:

 

-

Ratio A: [***].

 

-

RATIO B: Relative position of the evolution of the “Total Shareholder Return” index of Ferrovial, S.E. [***].

 

-

RATIO C: Environmental, social and governance ("ESG") [***].

 

ARTICLE FIVE. – Acceptance of General Conditions

 

By accepting via electronic means, through the HR Management Systems tool, or via email in cases where they do not have access to this tool, the PARTICIPANT declares to be aware of and to expressly accept all of the terms and conditions of the General Conditions of the PLAN.

 

 

 

Exhibit 99.5

 

CERTAIN PORTIONS OF INFORMATION HAVE BEEN OMITTED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION IS MARKED AS [***] BELOW.

 

General Conditions of the

Performance-Based Share Plan of

“Ferrovial, S.E.” for Executive Directors and Senior Management 2023-2025

 

Madrid, 15 December 2022

 

ARTICLE ONE. – Purpose and Administration of the Plan

 

1.1

The Board of Directors of Ferrovial, S.E., a company domiciled in Gustav Mahlerplein 61-63, 14th floor, 1082 MS, Amsterdam, Netherlands, registered in the commercial register of Amsterdam under number 73422134 with Dutch tax identification number 859532161, (hereinafter the “Company”), agreed, at its meeting held on 15 December 2022, the approval of a plan linked to the Company's shares (hereinafter, the "Ferrovial 2023-2025 Performance Based Share Plan" or the "Plan", as the case may be), addressed (i) to the Executive Directors and (ii) to the Senior Managers reporting directly to the Board of Directors or its Delegated Bodies (hereinafter, the "Participants"), which will allow them to receive, after a certain period of time and provided that certain requirements are met, shares of the Company (hereinafter the “Shares”). The Plan, in accordance with article 219 of the Capital Companies Act, was approved by the General Shareholders' Meeting with regards to the Executive Directors on April 13, 2023.

 

1.2	The Plan is intended to align the Participants’ interests with those of the Company and its shareholders, and to provide the Company and its Group with an instrument to attract and keep the best managers and executives.

 

For the purposes of this document, the Group formed by the Company and its subsidiary companies shall mean those companies under direct or indirect control according to the terms of article 42.1 of the Spanish Commercial Code.

 

 

1.3

The Plan shall be governed by the General Conditions established in this document and by the Specific Conditions agreed upon with each Participant, following the model attached hereto as Annex 1 to these General Conditions. Participants must expressly accept those General Conditions so that their participation in the Plan is understood as formally concluded.

 

1.4	The Company Nominations and Remunerations Committee shall be in charge of the following duties, along with any other matters expressly attributed to it under this document:

 

(i)

Changing the companies that make up the group of comparison entities for the purposes of this Plan, in case of winding-up, dissolution, division, insolvency proceedings or equivalent legal situations, delisting (with or without prior takeover bid), transformation or takeover of any of those companies as a result of any corporate operations or company restructuring, thus modifying in accordance the relevant positions table of the various entities on the companies ranking and their corresponding coefficients.

 

(ii)

The appropriate adjustments to the ratios, targets and coefficients established in the General Conditions and the Specific Conditions of the Plan, should some situation, company operation or significant event arise which suggests altering the essential elements of the Plan.

 

(iii)

Interpreting the application of the situations of change of control over subsidiaries and investees by the Company referred to in section 3.11.2.iv of these General Conditions.

 

(iv)

In general, interpreting the basic rules and conditions of this Plan, and any other matter that, due to its relevance, is considered appropriate.

 

1.5	The General Human Resources Management Department will normally be in charge of:

 

(i)

Determining the basic conditions of the Plan.

 

(ii)

Managing the Plan, being authorised to execute and subscribe all necessary acts and documents, particularly the General and Specific Conditions of the Plan.

 

ARTICLE TWO. – Shares Involved in the Plan

 

2.1

The Company shall allocate to each Participant a specific number of units (hereinafter, the “Units”), which shall be the basis to determine the final number of Shares to be received by each Participant as a result of this Plan. Each Unit may become, initially, a Share. The Plan shall include the number of Units that the Board of Directors determines for the Executive Directors at the proposal of the Nominations and Remunerations Committee. The number of Units to be allocated to the Senior Management shall be determined after review by this Committee. The total number of Shares for the Plan for each allocation of Units shall in no event exceed the maximum number approved by the General Shareholders’ Meeting of the Company, as far as Executive Directors are concerned.

 

 

2.2

If, prior to Units becoming Shares, there occurred any capital increases against reserves or at a lower issue rate than market prices, any falls in the face value without the amount of the number of shares being altered, capital decreases with return of the capital put in or other company operations with a dilutive effect, including operations related to company mergers, divisions or restructuring, non-recurring dividends or other similar circumstances that affect the value of the Company’s shares or those of any other company in the group of comparison entities indicated in section 3.4 below, the number of Units allocated to each Participant may be modified, to the extent necessary for keeping the scope of the right granted.

 

2.3

In the event of merger by take-over by another company, or of split, the Shares that the holder of a specific number of Units would have received from the exchange shall be calculated for the purpose of establishing the number of Shares that can be delivered at the time of translation of said Units.

 

2.4

The Shares received under this Plan, once the relevant Units are turned into Shares, if applicable, shall be free of any liens or encumbrances and they shall not be subject to any limitations or restrictions which are not generally applicable to the Company shareholders, or to shares of the same type, class or series, whether because of contractual, statutory or legal provisions, without prejudice to the provisions of Article Four of these General Conditions.

 

2.5

Notwithstanding the above, the Company may choose (i) for those Participants who provide services in subsidiary companies abroad, (ii) for those Participants who are involved in any of the particular situations described in section 3.11.2 below (i.e. dismissal by decision of the Group company, retirement, etc.), and (iii) in other situations in which the interest of the Company renders it advisable, to pay an amount in cash equivalent to the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department, as defined in section 3.8. below, except for the special situations described in section 3.11.2, in which case the amount in cash will be calculated in accordance with the provisions of that section.

 

ARTICLE THREE. – Main Characteristics of the Plan

 

Participants

 

3.1.

The Plan is intended for Executive Directors and Senior Management who report directly to the Company’s Board of Directors or its Delegated Bodies, under the terms determined by the Company. Participation in the Plan shall not confer any right upon Participants to participate in other share or cash incentive plans that the Company may implement in the future.

 

 

Allocation of Units

 

3.2.

The Units shall be allocated annually by the Company three times in the years 2023, 2024 and 2025, on a specific date that shall be communicated to each Participant each year through the Specific Conditions of the Plan (“Unit Allocation Date”), and each Participant shall formally accept the allocated Units. The number of Units shall appear in the relevant individual certificate to be issued by the Company’s General Human Resources Management Department for each Participant in the Plan. Said certificate is attached hereto as Annex 2 to these General Conditions (“Certificate of Units Allocated”).

 

3.3.

The number of Allocated Units, and therefore, the number of Shares the Participant may enjoy the right to receive should the requirements set out in the Plan be met, shall be determined for Executive Directors by the Board of Directors as proposed by the Nominations and Remunerations Committee. The number of Units to be allocated to Senior Management shall be determined after review by said Committee. The allocation of units on a Unit Allocation Date will not be entitled to receive Units in the subsequent years.

 

Condition to Receive the Shares

 

3.4.	In addition to the condition of continued employment as set out in section 3.8 below, in order for any Participant to be entitled to turn the allocated Units into Shares and therefore to receive Shares by virtue of taking part in this Plan, the following conditions will have to be met:

 

1.

The Ratio A (hereinafter, the “Ratio A”), understood as [***].

 

The Specific Conditions related to the corresponding allocation of Units shall establish the specific Ratio A amount to be met (target), as well as the minimum target to be achieved in order to receive Shares and for the special situations described in section 3.11.2, the adjustment to be made on the objectives set for the Ratio A will be detailed.

 

2.

Ratio B (hereinafter, the “Ratio B”) understood as the evolution of the “Total Shareholder Return” index (hereinafter “TSR” or “RTA”, according to the Spanish acronym) of the Company[***].

 

3.

That Ratio C (hereinafter, "Ratio C") is the Company's environmental, social and governance ("ESG") target, [***].

 

 

The number of Shares to be received, if applicable, by the Participants in the Plan shall be determined by applying the following formula:

 

   

 

Where:

 

N.A. = Number of Shares to be received by the Participant, rounded off by default.

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

Ca = Coefficient referred to Ratio A as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cb = Coefficient referred to Ratio B as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cc = Coefficient referred to Ratio C as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

3.5.	In no event shall the number of Shares to be delivered exceed the number of Units allocated on the corresponding Unit Allocation Date.

 

3.6.	The Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the aforementioned ratios in the event that there was a change in the applicable accounting standards that affected the amount or manner of determining those ratios.

 

3.7.

The Plan is subject in all cases to the interest of Ferrovial and the objectives pursued. The allocation of Units only confers a right expectation pending compliance with the indicated conditions. Further, the Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the ratios should some event or company operation occur before the Vesting Date defined in section 3.8 below (such as a material change in the structure of the business of a Company, a merger operation, or any other situation that in its judgment justifies it).

 

Date of Delivery of Shares

 

3.8.

Without prejudice to what is established in section 3.11 below in these General Conditions, in order for Participants to receive any Shares under this Plan, it shall be a prerequisite that the relevant Participant has an employment or commercial relationship with the Company or with any of its subsidiaries up to the third “Third Anniversary of the Allocation of Units”. The Shares resulting from application of what is set out in section 3.4 above, shall be delivered to Participants within forty-five days following the date of preparation of the consolidated annual financial statements for the financial year previous to the financial year in which the Third Anniversary of the Allocation of Units occurs (hereinafter “Vesting Date”). Up to that date, the Participant shall only hold a right expectation regarding the possibility of receiving Shares by virtue of his/her participation in this Plan.

 

 

For the cases provided for in section 2.5 above, the cash equivalent will be delivered to Participants within fifteen business days following the Vesting Date.

 

Delivery of Shares

 

3.9.

The Company's General Human Resources Management Department shall communicate the delivery of Shares to each Participant. The delivered Shares shall be deposited in the securities account that each Participant shall hold in a financial institution or investment service firm and that each Participant shall have notified to the Company before the Vesting Date as a prerequisite for the Shares to be delivered on the aforesaid date. The only and exclusive holder of such securities account shall be the relevant Participant.

 

Alternatively, the Company may agree, with a view to better management and administration of the Plan, to engage a company specializing in the management of employee incentive plans in shares (the “Collaborating Entity”) so as to instrument the delivery of the Shares to the Participants in the Plan. Participants, through their acceptance of the present General Conditions, undertake to comply with all the obligations and conditions necessary or required, by the Collaborating Entity or by the Company, for their inclusion in the computer tool or platform of the Collaborating Entity managing the Plan, where applicable.

 

In the event that the Plan is managed by the Collaborating Entity, the Participants express their consent to the application, among others, of the following conditions:

 

(i)

The delivery of the Shares shall be effected by transferring the ownership of the Shares to the Participants in the relevant book-entry register in the securities account held by the Participants with the Collaborating Entity.

 

(ii)

The Participant may transfer free of charge the Shares deposited in the securities account held with the Collaborating Entity to a securities account held by the Participant with an entity other than the Collaborating Entity within a maximum period of 90 calendar days from their delivery; if after this period the Participant has not transferred the Shares, all costs, as well as any liability associated with such Shares, shall be borne by the Participant.

 

(iii)

In the event that the Company decides to carry out a capital increase through monetary contribution without excluding pre-emptive subscription rights, the pre-emptive subscription rights corresponding to the Shares delivered and remaining in the Collaborating Entity shall be sold on the market in the name and on behalf of the Participant, as soon as possible after the start of the trading period. The amount obtained from the sale, subject to compliance with the relevant tax obligations, shall be automatically reinvested in the acquisition of new Shares, unless the Participant expressly indicates otherwise, at least ten (10) days prior to the end of the trading period of the pre-emptive subscription rights.

 

 

3.10.

As a general rule, from the number of Shares to be delivered to each Participant as a result of applying what is set out in section 3.4 above, the Company shall deduct a number of Shares with a market value, on the Vesting Date, equivalent to the appropriate advance payment of personal income tax (hereinafter, “PIT”), or any other tax as applicable, for the value of the Shares to be delivered to the Participant.

 

The final number of Shares to be delivered by the Company to each Participant shall be determined according to the following formula:

 

   

 

Where:

 

N.F. = Final Number of Shares to be delivered to each Participant, rounded off by default.

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above.

 

V.M. = Market Value of the Company,’s shares on the Vesting Date of the Shares. The market value shall correspond to the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department.

 

R.F. = Tax Withholding. Amount to be deducted as advance payment of Personal Income Tax (PIT), or any other tax, which shall be applied to the Market Value of the Company’s shares on the Vesting Date, as determined according to the following formula:

 

   

 

Where:

 

t.r. = Withholding Rate. Estimate of percentage of withholding or advance payment of PIT or any other tax applicable on the total Shares resulting from conversion of Units. Any differences which, as the case might be, could appear as a result of calculating said withholding percentage, and the withholding rate as finally applicable, shall be adjusted on the payslip for the month following the month in which the Shares are delivered.

 

 

In those situations where the Company opts, pursuant to the foregoing section 2.5, to settle the Plan in cash, prior to payment, the Company shall deduct the amount corresponding to the withholding of PIT or any other tax applicable, and which shall in all cases be borne by the Participant.

 

Special Situations

 

3.11.

Delivery of the relevant Shares under this Plan in the special situations contained in this section shall take place in accordance with the following rules:

 

3.11.1.

Common rules:

 

-

Unless expressly established to the contrary for a specific situation, what is set out in section 3.4 regarding ratios shall apply. The Specific Conditions related to the corresponding allocation of Units shall detail the adjustment to be made on the objectives set for the Ratio A and the Ratio C, in the event that a special situation occurs described in section 3.11.2.

 

-

For the purposes of these General Conditions, the financial year is deemed to have closed at 23:59 on 31 December of the relevant financial year.

 

-

With regards to the Vesting Date established in section 3.8 above, in these special situations of section 3.11.2 the effective delivery date of the Shares or the payment of the corresponding cash settlement, shall be expressly governed to each special situation.

 

3.11.2.

Special situations:

 

i)

Retirement. Subject to the last sentence of this section 3.11.2, if the Participant retires before the Third Anniversary of the Allocation of Units, and provided that the levels required in the relevant Specific Conditions for each of the ratios set out in paragraph 3.4 above have been achieved for the financial years ending after each Unit Allocation Date, the Participant shall be entitled to receive within fifteen days following the date on which retirement is effective, except where the consolidated financial statements for the last completed financial year prior to retirement have not yet been authorised for issue on the latter date, in which case it will be the number of Shares resulting from the application of the following formula:

 

   

 

Where:

 

N.F_SE = Final Number of Shares to be delivered to each Participant, rounded off by default, in the special situation of this section 3.11.2.i).

 

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above, in respect of the financial years closed subsequently to the corresponding Unit Allocation Date.

 

n = Number of days elapsed between the corresponding Unit Allocation Date and the date on which the Participant retires, but in no case may "n" be greater than "N".

 

N= Total number of days between the corresponding Unit Allocation Date and the Third Anniversary of the Unit Allocation, 1,095 days being taken for these purposes.

 

In such a case, for the purpose of compliance with the ratios established in section 3.4, on which the final number of Shares to be received is based, the closed financial years elapsed since each Unit Allocation Date shall be taken into account.

 

In the case of Ratio B, a financial year means each calendar year ending on or after each Unit Allocation Date.

 

In the event that on the date of retirement, no financial year has closed since the corresponding Unit Allocation Date (i.e. that the retirement is effective before 1 January of the year following the relevant Unit Allocation Date), the Participant shall not be entitled to receive Shares by virtue of this Plan. For any Participant who is subject to United States federal income tax, at the time of the Participant’s termination of employment, the Company, in its sole discretion, shall determine whether such termination qualifies as a “retirement” for purposes of this section 3.11.2.

 

ii)

Voluntary leave. In the event that the Participant leaves voluntarily (termination of contract between Participant and the Group company, by the Participant’s unilateral decision, without the Participant continuing a relationship with any other Group company), the right to receive Shares under this Plan shall expire automatically on the date when the Participant’s voluntary leave is effective.

 

iii)

Dismissal by the Group company.

 

a) If the Participant is dismissed following a decision by the Group company (termination of contract by the Group company’s unilateral decision, without the Participant continuing a relationship with any other Group company) and provided that the levels required in the corresponding Specific Conditions have been achieved for each ratio established in section 3.4 above in respect of the financial years closed subsequently to each Unit Allocation Date, the Participant shall be entitled to receive either, (i) within fifteen working days following the date on which the Participant’s dismissal is effective, unless the consolidated financial statements for the last financial year closed prior to termination have not yet been prepared by the latter date, in which case they shall be delivered within fifteen working days following the date on which they are prepared or (ii) should the Company so decide, on the delivery date envisaged initially on each Unit Allocation Date, the number of Shares resulting from the following formula: [***].

 

 

For the purposes of determining the level of compliance with the ratios foreseen in section 3.4 above, only closed financial years elapsed following each Unit Allocation Date shall be considered.

 

In case of Ratio B, financial year shall mean each of the calendar years ended following each Unit Allocation Date.

 

In the event that on the date of dismissal, no financial year has closed since the corresponding Unit Allocation Date (i.e. that the dismissal is effective before 1 January of the year following the relevant Unit Allocation Date), the Participant shall not be entitled to receive Shares by virtue of this Plan.

 

b) If the Group Company adduced as the cause for dismissal the Participant's breach of legal or contractual duties, the right to receive Shares shall lapse. The above will not be applicable in the event that, pursuant to Labour Law, dismissal was declared or ruled wrongful on a firm basis or in the event that the reason adduced for dismissal is not appropriate, in which case the Shares that the Participant might be entitled to receive may only be delivered within fifteen working days following the date of that declaration or ruling, unless the consolidated financial statements for the last financial year closed prior to the termination have not yet been prepared by the latter date, in which case they shall be delivered within fifteen working days following the date on which they are prepared, and the formula established in paragraph a) above shall apply, as well as the conditions related to the ratios established in section 3.4 above.

 

iv)

Change of control situations. In the event of a change of control of the Company [***].

 

v)

Removal by mutual agreement and leave situations due to special services. In the case of the Participant’s removal by mutual agreement and of the Participant’s leave due to special services, what is agreed in each case between the Participant and the Company shall apply.

 

 

vi)

Disassociation of the Participant by mutual agreement on reaching a certain age. In cases where it has been agreed between the Company and the Participant that the Participant shall be disassociated upon reaching a certain age, the Company shall proceed to deliver the corresponding Shares on the Vesting Date initially foreseen on each Unit Allocation Date, depending on the degree of compliance with the ratios included in section 3.4 above, corresponding to the three financial years closed after each Unit Allocation Date. The final number of Shares to be delivered shall not be pro-rated in this case according to the time elapsed until the date of the Senior Manager's disassociation.

 

vii)

Death, severe disability or permanent disability. In these circumstances, or when contingencies relate to severe disability or permanent disability occur that are equivalent in each jurisdiction, the Participant, the Participant’s heirs or the Participant’s legal representatives may receive, within fifteen working days following the time where any of the aforesaid situations occurs, the number of Shares resulting from applying the following formula to the number of Units as initially allocated to the Participant, and the conditions related to the ratios established in section 3.4 above shall not apply:

 

 

Where:

 

N.F_SE = Final Number of Shares to be delivered to each Participant, rounded off by default, in the special situations set out in the present section 3.11.2.vii).

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

n = Number of days elapsed between the corresponding Unit Allocation Date and the date on which death, severe disability or permanent incapacity actually occurs, but in no case may "n" be greater than "N".

 

N= Total number of days between the corresponding Allocation Date of Units and the Third Anniversary of the Allocation, 1,095 days being taken for these purposes.

 

In all the above situations that result in the delivery of a certain number of Shares, the final number of Shares to be delivered by the Company shall take into account the amount to be deducted, in accordance with the settlement mechanism set out in section 3.10 above.

 

 

Without prejudice to the above, in all the special cases foreseen in section 3.11.2 above that could result in the delivery of a certain number of Shares, the Company may choose to pay in cash an equivalent amount to the weighted average of the closing market valueon the day before the vesting date of the markets on which we are listed and provided by the Economic and Financial Department, of the Shares that, as the case may be, the Participant or, when appropriate, his/her heirs or legal representatives were entitled to receive, as regulated by each special case except for the cases provided:

 

-

In sections 3.11.2.iii).a) and 3.11.2.vi), in which by decision of the Company, the actual vesting date of the Shares regulated for that special case coincides with the Vesting Date initially foreseen for each Unit Allocation Date, in accordance with the provisions of paragraph 3.8, the amount in cash will be equivalent to the market value for the Shares the Participant may be entitled to receive by virtue of the Plan, will be calculated using the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department, and

 

-

In section 3.11.2.iv), if the change of control arises [***].

 

The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount, relative to the application of the corresponding withholdings on account of PIT or any other tax that may be applicable.

 

Transfer of Units

 

3.12.

The Units as initially allocated to each Participant shall not in any event confer any political or economic rights regarding the Shares of the Company, since they are simply a right expectation. Therefore, the Units cannot be encumbered or pledged or be transferred under any title. Only upon settlement of the Plan, if the conditions established for this event occur, the Company’s Shares shall be delivered to the Participants in the Plan, or, in the event of death, to the Participant’s legal heirs, who shall then become shareholders of the Company, except in the case that the Plan has been settled in cash, in which circumstance neither the Participants, nor their legal heirs, shall receive Shares in the Company.

 

Extinction of Units

 

3.13.

The Units shall lapse for the following reasons:

 

3.13.1.

Due to delivery of the Shares or its corresponding amount in cash in accordance with the procedure established in the Plan.

 

3.13.2.

On the Third Anniversary of the Allocation of Units being reached without fulfilment of the conditions related to the ratios set out in section 3.4 above.

 

 

3.13.3.

Upon termination of the relationship between the Participant and the Company, or its subsidiaries, before the Third Anniversary of the Allocation of Units, with the exception of the special situations which, as per section 3.11.2 above, may give rise to delivery of Shares.

 

Authorisation of the General Shareholders' Meeting of the Company

 

3.14.

In accordance with the provisions of article 219 of the Capital Companies Act, the application of this Plan to Executive Directors is subject to the necessary approval by the General Shareholders' Meeting of the Company.

 

3.15.

In accordance with Article 146.1a) of Spanish Companies Act, the Company shall submit the necessary authorisation for acquisition of own shares, with the purpose of delivering them to the Participants, to the General Shareholders' Meeting, for approval.

 

3.16.

In the event that on the Vesting Date there was no authorisation by the General Shareholders' Meeting as mentioned in the paragraph above, the Participant shall be entitled to receive, from the Company and in cash, an amount equivalent to the number of Units allocated to each Participant as might have been turned into Shares, in accordance with the requirements referred to in section 3.4 above, by the weighted average price of the Company’s share on the Vesting Date provided by the Finance Department. Such cash amount shall be delivered to Participants within fifteen working days following the Vesting Date. The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount.

 

3.17.

What is set out in the paragraph above shall also apply in the event that, if any of the special situations established in section 3.11.2 above occurred, a specific number of Shares should be delivered, without there being any authorisation by the General Shareholders' Meeting.

 

Modifications and Term of Validity

 

3.18.

Without prejudice to the powers of the Nominations and Remunerations Committee and to the legal or conventional obligation, if any, of reaching an agreement with the Participants in the Plan, any modification to the General Conditions of this Plan shall require the previous agreement of the Board of Directors of the Company and where applicable, of the General Shareholders’ Meeting.

 

3.19.

This Plan shall be valid until the Vesting Date of the Shares, corresponding to the third Unit Allocation Date as established in section 3.2 above. The foregoing shall be understood without prejudice to any actions that, in accordance with these General Conditions, are developed subsequently to the aforesaid date.

 

 

Plan Information

 

3.20.

The General Human Resources Management Department of the Company shall provide the Participants with any information concerning this Plan as required and shall keep the Participants informed about any modification to the Plan as might occur in the future.

 

ARTICLE FOUR. Claim for redemption of Shares or their cash equivalent (clawback clause) and obligation to hold Shares from the Plan

 

Claiming redemption of Shares or cash equivalent (clawback clause)

 

4.1.

The Company may require Participants to return up to 100% of the Shares delivered under the Plan to the relevant securities account, or the cash equivalent thereof on the relevant Vesting Date, net of any taxes borne by the Participant, or even set off such remuneration against other variable remuneration which Participants are entitled to receive, where it becomes apparent and is proved within three years after each Vesting Date that the delivery of the Shares or the payment of the corresponding amount in cash was made wholly or partly on the basis of inaccurate information, if such inaccuracy has caused a material adverse effect on the income statement for any financial year within such three-year period, which is qualified by the auditor.

 

4.2.	The Board of Directors shall decide whether such a circumstance exists and the Shares or amounts to be returned, where appropriate on the basis of prior reports from the Advisory Committees or such other reports as it deems appropriate.

 

Obligation to hold Shares arising from the Scheme

 

4.3.	Shares received by Participants as a result of their stake in the Scheme shall be subject to compliance with the shareholding obligation contained in their contracts.

 

4.4.	Under no circumstances shall the obligation to hold Shares set out in section 4.3 above be deemed to be breached if Participants are obliged to return Shares as a result of the application of the provisions of section 4.1 above.

 

4.5.	The obligation to hold shares shall terminate upon termination of the contractual relationship between the Participant and the Company.

 

Without prejudice to the provisions of this Article Four, for Participants who are Executive Directors, the provisions of this Article shall be adjusted and applied, where appropriate, in accordance with the terms regulated in the corresponding Ferrovial Directors' Remuneration Policy in force at any given time.

 

 

ARTICLE FIVE. - Execution

 

5.1.	The General Conditions, the Specific Conditions (Annex 1) and the Certificate of Allocated Units (Annex 2) shall be issued to all employees electronically, through the HR Management system tool.

 

On each of the Unit Allocation Dates, the Specific Conditions shall be accepted electronically, through the HR management systems tool, as established for the allocation of Units corresponding to each Participant, according to Annex 1, and said conditions shall include the parameters to be fulfilled in order to receive the Shares. Notwithstanding the foregoing, in cases where access to such system is not available, acceptance of the Specific Conditions shall be made by e-mail.

 

5.2.	Likewise, the Certificate of Allocated Units issued electronically to each participant on each Unit Allocation Date, following the model in Annex 2, shall be accepted by the Participant in accordance with the procedure set out in this section for the Specific Conditions.

 

ARTICLE SIX. – Lack of Legal Effect within the Employment Area

 

6.1.

No provision or guarantee under this Plan shall be understood or interpreted as a right of the Participants to keep their employment relationship, employment contract or any other contract in force, or as any other similar rights; and no provision or guarantee under the Plan shall limit the rights held by the Company to modify or discharge said relationship or contracts in accordance with the legislation in force or with the terms of said contract or relationship.

 

6.2.

The Participant acknowledges that neither the Units nor the Shares as the Participant may receive under this Plan are working incentives, and that said Units and Shares cannot be regarded as a consideration for the Participant’s work in the Company or its subsidiaries; and that said Units and Shares shall not count to any effect in any compensation, to or by the Participant, as might apply on the existence or cessation of the employment relationship; and the Participant and the Company expressly agree that the Units or the Shares that, as the case may be, the Participant may receive under this Plan are excluded from calculation for compensation purposes as might be contractually established. No Participant has the right or expectation to participate in the Plan; nor does the executive’s participation in this Plan bind the executive for the purpose of the executive’s possible participation in any other plan of a similar or identical nature to that of this Plan. The allocation of Units under this Plan is voluntary, discretionary and cannot be consolidated and it does not entail any right to receive new Units or Shares in the future.

 

 

ARTICLE SEVEN. – Notices

 

7.1	Any communication from the Participant to the Company or, where appropriate, to the Collaborating Entity in relation to the Plan, shall be addressed, respectively, to The General Human Resources Management Department or, to the professional or department indicated by the Collaborating Entity.

 

ARTICLE EIGHT. – Expenses ,Taxes and Social Security

 

8.1.	Any expenses as derived from delivery of Shares to the Participant by virtue of what is contained in this Plan, shall be fully paid by the Company.

 

However, the Participant shall bear any expenses arising from possible subsequent disposal of the Shares.

 

8.2

Taxes derived from implementation of this Plan shall be paid by the individuals or entities that turn out to be tax payers in accordance with the applicable tax legislation. In particular, withholdings or advance tax payments as may be required under the regulations on PIT, or any other tax, direct or indirect, as applicable by virtue of the tax regulations in force from time to time, including, where applicable, the Financial Transfers Tax ("FTT"), shall be borne by the Participant.

 

8.3.	Likewise, contributions to Social Security or to systems of a similar nature in other jurisdictions that, where appropriate, are legally attributable to the Participant, will also be borne by the Participant.

 

ARTICLE NINE. – Interpretation of the Plan

 

9.1

In the event of any dispute about the interpretation of or the effects of what is established in the Plan, the parties undertake to submit any question as might arise to the Nominations and Remunerations Committee before initiating any legal action, and they hereby state that they intend to take into consideration what the Committee may decide.

 

 

Annex 1

 

Specific Conditions applicable to [NAME] regarding the Performance-Based Share Plan of “Ferrovial, S.E.” for Executive Directors and Senior Management 2023-2025

 

ARTICLE ONE.-          Definitions

 

The capitalized terms used in these SPECIFIC CONDITIONS and not defined in it shall have the meaning granted by the General Conditions of the PERFORMANCE-BASED SHARE PLAN OF “FERROVIAL, S.E.” for Executive Directors and Senior Management 2023-2025, dated 15 December 2022, to which Annex 1 is attached as an integral part of these.

 

ARTICLE TWO.-         Allocation of Units

 

The Company allocates to [NAME] the Units listed in Article Three below, following what is set out in the General Conditions of the PLAN.

 

ARTICLE THREE.-     Terms of Units

 

The characteristics of the Units allocated are the following:

 

Number of Units:

 

[NUMBER OF UNITS]

 

UNIT ALLOCATION DATE for the purposes of calculating the Conditions set out in the general conditions of the plan: 15 February 2024.

 

ARTICLE FOUR.-         Ratios Applicable to Allocated Units

 

In accordance with what is set out in the General Conditions, upon allocation of Units, the target to be met for RATIO A, RATIO B, and the RATIO C metrics, as well as the minimum target as regards RATIOS A, B and RATIO C metrics shall be determined in the Specific Conditions. The eventual delivery of shares by virtue of this PLAN shall depend on the fulfilment of such percentage and minimum target.

 

The ratios to be achieved for the PARTICIPANTS to receive COMPANY SHARES under this Plan, as defined in the General Conditions of the PLAN, are:

 

-

Ratio A: [***].

 

-

Ratio B: Relative position of the evolution of the “Total Shareholder Return” index of Ferrovial, S.E. [***].

 

-

Ratio C: Environmental, social and governance ("ESG") [***].

 

ARTICLE FIVE. – Acceptance of General Conditions

 

By accepting via electronic means, through the HR Management Systems tool, or via email in cases where they do not have access to this tool, the PARTICIPANT declares to be aware of and to expressly accept all of the terms and conditions of the General Conditions of the PLAN.

 

 

 

Exhibit 99.6

 

CERTAIN PORTIONS OF INFORMATION HAVE BEEN OMITTED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION IS MARKED AS [***] BELOW.

 

General Conditions of the

Performance-Based Share Plan of

“Ferrovial, S.E.” for Executives 2023-2025

 

Madrid, 15 December 2022

 

ARTICLE ONE. – Purpose and Administration of the Plan

 

1.1

The Board of Directors of Ferrovial, S.E., a company domiciled in Gustav Mahlerplein 61-63, 14th floor, 1082 MS, Amsterdam, Netherlands, registered in the commercial register of Amsterdam under number 73422134 with Dutch tax identification number 859532161, (hereinafter the “Company”), agreed, at its meeting held on 15 December 2022, to offer executives and other employees of the Company and its subsidiaries who, as determined by the Company, have that status on the corresponding Unit Allocation Date, as defined in section 3.2 of these General Conditions (hereinafter, the “Participants”), the opportunity to participate in a plan linked to the Company shares (hereinafter, either the “Ferrovial Performance-Based Share Plan 2023-2025” or the “Plan”), which will allow them to receive, after a certain period of time and provided that certain requirements are met, shares of the Company (hereinafter the “Shares”).

 

1.2	The Plan is intended to align the Participants’ interests with those of the Company and its shareholders, and to provide the Company and its Group with an instrument to attract and keep the best executives.

 

For the purposes of this document, the Group formed by the Company and its subsidiary companies shall mean those companies under direct or indirect control according to the terms of article 42.1 of the Spanish Commercial Code.

 

1.3

The Plan shall be governed by the General Conditions established in this document and by the Specific Conditions agreed upon with each Participant, following the model attached hereto as Annex 1 to these General Conditions. Participants must expressly accept those General Conditions so that their participation in the Plan is understood as formally concluded.

 

1.4	The Company Nominations and Remunerations Committee shall be in charge of the following duties, along with any other matters expressly attributed to it under this document:

 

(i)

Determining the number of Participants.

 

(ii)

Changing the companies that make up the group of comparison entities for the purposes of this Plan, in case of winding-up, dissolution, division, insolvency proceedings or equivalent legal situations, delisting (with or without prior takeover bid), transformation or takeover of any of those companies as a result of any corporate operations or company restructuring, thus modifying in accordance the relevant positions table of the various entities on the companies ranking and their corresponding coefficients.

 

 

(iii)

The appropriate adjustments to the ratios, targets and coefficients established in the General Conditions and the Specific Conditions of the Plan, should some situation, company operation or significant event arise which suggests altering the essential elements of the Plan.

 

(iv)

Interpreting the application of the situations of change of control over subsidiaries and investees by the Company referred to in section 3.11.2.iv of these General Conditions.

 

(v)

In general, interpreting the basic rules and conditions of this Plan, and any other matter that, due to its relevance, is considered appropriate.

 

1.5	The General Human Resources Management Department will normally be in charge of:

 

(i)

Determining the basic conditions of the Plan.

 

(ii)

Managing the Plan, being authorised to execute and subscribe all necessary acts and documents, particularly the General and Specific Conditions of the Plan.

 

ARTICLE TWO. – Shares Involved in the Plan

 

2.1

The Company shall allocate to each Participant a specific number of units (hereinafter, the “Units”), which shall be the basis to determine the final number of Shares to be received by each Participant as a result of this Plan. Each Unit may become, initially, a Share. The Plan shall include the number of Units that the Chief Executive Officer of the Company authorises for each Participant annually. The total cost of Shares for the Plan for each allocation of units shall in no event exceed the maximum number approved by the Board of Directors.

 

2.2

If, prior to Units becoming Shares, there occurred any capital increases against reserves or at a lower issue rate than market prices, any falls in the face value without the amount of the number of shares being altered, capital decreases with return of the capital put in or other company operations with a dilutive effect, including operations related to company mergers, divisions or restructuring, non-recurring dividends or other similar circumstances that affect the value of the Company’s shares or those of any other company in the group of comparison entities indicated in section 3.4 below, the number of Units allocated to each Participant may be modified, to the extent necessary for keeping the scope of the right granted.

 

2.3

In the event of merger by take-over by another company, or of split, the Shares that the holder of a specific number of Units would have received from the exchange shall be calculated for the purpose of establishing the number of Shares that can be delivered at the time of translation of said Units.

 

2.4

The Shares received under this Plan, once the relevant Units are turned into Shares, if applicable, shall be free of any liens or encumbrances and they shall not be subject to any limitations or restrictions which are not generally applicable to the Company shareholders, or to shares of the same type, class or series, whether because of contractual, statutory or legal provisions.

 

 

2.5

Notwithstanding the above, the Company may choose (i) for those Participants who provide services in subsidiary companies abroad, (ii) for those Participants who are involved in any of the particular situations described in section 3.11.2 below (i.e. unfair dismissal, retirement, etc.), and (iii) in other situations in which the interest of the Company renders it advisable, to pay an amount in cash equivalent to the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department, as defined in section 3.8. below, except for the special situations described in section 3.11.2, in which case the amount in cash will be calculated in accordance with the provisions of that section.

 

ARTICLE THREE. – Main Characteristics of the Plan

 

Participants

 

3.1.

The Plan is intended, in principle, for executives and other employees of the companies included in the Group, which, as determined by the Company, hold said status on the corresponding Unit Allocation Date established in section 3.2 below, under the terms determined by the Company. Participation in the Plan shall not confer any right upon Participants to participate in other share or cash incentive plans that the Company may implement in the future.

 

Allocation of Units

 

3.2.

The Units shall be allocated annually by the Company three times in the years 2023, 2024 and 2025, on a specific date that shall be communicated to each Participant each year through the Specific Conditions of the Plan (“Unit Allocation Date”), and each Participant shall formally accept the allocated Units. The number of Units shall appear in the relevant individual certificate to be issued by the Company’s General Human Resources Management Department for each Participant in the Plan. Said certificate is attached hereto as Annex 2 to these General Conditions (“Certificate of Units Allocated”).

 

3.3.

The number of Allocated Units, and therefore, the number of Shares the Participant may enjoy the right to receive should the requirements set out in the Plan be met, shall be determined by the Chief Executive Officer of the Company annually. The allocation of units on a Unit Allocation Date will not be entitled to receive Units in the subsequent years.

 

Condition to Receive the Shares

 

3.4.	In addition to the condition of continued employment as set out in section 3.8 below, in order for any Participant to be entitled to turn the allocated Units into Shares and therefore to receive Shares by virtue of taking part in this Plan, the following conditions will have to be met:

 

1.

The Ratio A (hereinafter, the “Ratio A”), understood as [***].

 

The Specific Conditions related to the corresponding allocation of Units shall establish the specific Ratio A amount to be met (target), as well as the minimum target to be achieved in order to receive Shares and for the special situations described in section 3.11.2, the adjustment to be made on the objectives set for the Ratio A will be detailed.

 

2.

Ratio B (hereinafter, the “Ratio B”) understood as the evolution of the “Total Shareholder Return” index (hereinafter “TSR” or “RTA”, according to the Spanish acronym) of the Company [***].

 

 

3.

That Ratio C (hereinafter, "Ratio C") is the Company's environmental, social and governance ("ESG") target, [***].

 

The number of Shares to be received, if applicable, by the Participants in the Plan shall be determined by applying the following formula:

 

   

 

Where:

 

N.A. = Number of Shares to be received by the Participant, rounded off by default.

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

Ca = Coefficient referred to Ratio A as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cb = Coefficient referred to Ratio B as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

Cc = Coefficient referred to Ratio C as defined in the relevant Specific Conditions on each Unit Allocation Date, expressed as a percentage.

 

3.5.	In no event shall the number of Shares to be delivered exceed the number of Units allocated on the corresponding Unit Allocation Date.

 

3.6.	The Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the aforementioned ratios in the event that there was a change in the applicable accounting standards that affected the amount or manner of determining those ratios.

 

3.7.

The Plan is subject in all cases to the interest of Ferrovial and the objectives pursued. The allocation of Units only confers a right expectation pending compliance with the indicated conditions. Further, the Board of Directors, at the proposal of the Nominations and Remunerations Committee, may change the ratios should some event or company operation occur before the Vesting Date defined in section 3.8 below (such as a material change in the structure of the business of a Company, a merger operation, or any other situation that in its judgment justifies it).

 

Date of Delivery of Shares

 

3.8.

Without prejudice to what is established in section 3.11 below in these General Conditions, in order for Participants to receive any Shares under this Plan, it shall be a prerequisite that the relevant Participant has an employment relationship with the Company or with any of its subsidiaries up to the Third Anniversary of the Allocation of Units. The Shares resulting from application of what is set out in section 3.4 above, shall be delivered to Participants within forty-five days following the date of preparation of the consolidated annual financial statements for the financial year previous to the financial year in which the Third Anniversary of the Allocation of Units occurs (hereinafter “Vesting Date”). Up to that date, the Participant shall only hold a right expectation regarding the possibility of receiving Shares by virtue of his/her participation in this Plan. For the cases provided for in section 2.5 above, the cash equivalent will be delivered to Participants within fifteen business days following the Vesting Date.

 

 

Delivery of Shares

 

3.9.

The Company's General Human Resources Management Department shall communicate the delivery of Shares to each Participant. The delivered Shares shall be deposited in the securities account that each Participant shall hold in a financial institution or investment service firm and that each Participant shall have notified to the Company before the Vesting Date as a prerequisite for the Shares to be delivered on the aforesaid date. The only and exclusive holder of such securities account shall be the relevant Participant.

 

Alternatively, the Company may agree, with a view to better management and administration of the Plan, to engage a company specializing in the management of employee incentive plans in shares (the “Collaborating Entity”) so as to instrument the delivery of the Shares to the Participants in the Plan. Participants, through their acceptance of these General Conditions, undertake to comply with all the obligations and conditions necessary or required, by the Collaborating Entity or by the Company, for their inclusion in the computer tool or platform of the Collaborating Entity managing the Plan, where applicable.

 

In the event that the Plan is managed by the Collaborating Entity, the Participants express their consent to the application, among others, of the following conditions:

 

(i)

The delivery of the Shares shall be effected by transferring the ownership of the Shares to the Participants in the relevant book-entry register in the securities account held by the Participants with the Collaborating Entity.

 

(ii)

The Participant may transfer free of charge the Shares deposited in the securities account held with the Collaborating Entity to a securities account held by the Participant with an entity other than the Collaborating Entity within a maximum period of 90 calendar days from their delivery; if after this period the Participant has not transferred the Shares, all costs, as well as any liability associated with such Shares, shall be borne by the Participant.

 

(iii)

In the event that the Company decides to carry out a capital increase through monetary contribution without excluding pre-emptive subscription rights, the pre-emptive subscription rights corresponding to the Shares delivered and remaining in the Collaborating Entity shall be sold on the market in the name and on behalf of the Participant, as soon as possible after the start of the trading period. The amount obtained from the sale, subject to compliance with the relevant tax obligations, shall be automatically reinvested in the acquisition of new Shares, unless the Participant expressly indicates otherwise, at least ten (10) days prior to the end of the trading period of the pre-emptive subscription rights.

 

3.10.

As a general rule, from the number of Shares to be delivered to each Participant as a result of applying what is set out in section 3.4 above, the Company shall deduct a number of Shares with a market value, on the Vesting Date, equivalent to the appropriate advance payment of personal income tax (hereinafter, “PIT”), or any other tax as applicable, for the value of the Shares to be delivered to the Participant.

 

 

The final number of Shares to be delivered by the Company to each Participant shall be determined according to the following formula:

 

   

 

Where:

 

N.F. = Final Number of Shares to be delivered to each Participant, rounded off by default.

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above.

 

V.M. = Market Value of the Company’s shares on the Vesting Date of the Shares. The market value shall correspond to the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department.

 

R.F. = Tax Withholding. Amount to be deducted as advance payment of PIT, or any other tax, which shall be applied to the Market Value of the Company’s shares on the Vesting Date, determined according to the following formula:

 

   

 

Where:

 

t.r. = Withholding Rate. Estimate of percentage of withholding or advance payment of PIT or any other tax applicable on the total Shares resulting from conversion of Units. Any differences which, as the case might be, could appear as a result of calculating said withholding percentage, and the withholding rate as finally applicable, shall be adjusted on the payslip for the month following the month in which the Shares are delivered.

 

In those situations where the Company opts, pursuant to the foregoing section 2.5, to settle the Plan in cash, prior to payment, the Company shall deduct the amount corresponding to the withholding of PIT or any other tax applicable, and which shall in all cases be borne by the Participant.

 

Special Situations

 

3.11.

Delivery of the relevant Shares under this Plan in the special situations contained in this section shall take place in accordance with the following rules:

 

3.11.1.

Common rules:

 

-

Unless expressly established to the contrary for a specific situation, what is set out in section 3.4 regarding ratios shall apply. The Specific Conditions related to the corresponding allocation of Units shall detail the adjustment to be made on the objectives set for the Ratio A and the Ratio C, in the event that a special situation occurs described in section 3.11.2.

 

 

-

For the purposes of these General Conditions, the financial year is deemed to have closed at 23:59 on 31 December of the relevant financial year.

 

-

With regards to the Vesting Date established in section 3.8 above, in these special situations of section 3.11.2 the effective delivery date of the Shares or the payment of the corresponding cash settlement, shall be expressly governed by each special situation.

 

3.11.2.

Special situations:

 

i)

Retirement. Subject to the last sentence of this section 3.11.2, if the Participant retires before the Third Anniversary of the Allocation of Units, and provided that the levels required in the relevant Specific Conditions for each of the ratios set out in paragraph 3.4 above have been achieved for the financial years ending after each Unit Allocation Date, the Participant shall be entitled to receive within fifteen working days following the date on which retirement is effective, except where the consolidated financial statements for the last completed financial year prior to retirement have not yet been authorised for issue on the latter date, in which case it will be the number of Shares resulting from the application of the following. formula:

 

   

 

Where:

 

N.F._SE = Final Number of Shares to be delivered to each Participant, rounded off by default, in the special situation of this section 3.11.2.i).

 

N.A. = Number of Shares to be received by each Participant in accordance with what is set out in section 3.4 above, in respect of the financial years closed subsequently to the corresponding Unit Allocation Date.

 

n = Number of days elapsed between the corresponding Unit Allocation Date and the date on which the Participant retires, but in no case may "n" be greater than "N".

 

N= Total number of days between the corresponding Unit Allocation Date and the Third Anniversary of the Unit Allocation, 1,095 days being taken for these purposes.

 

In such a case, for the purpose of compliance with the ratios established in section 3.4, on which the final number of Shares to be received is based, the closed financial years elapsed since each Unit Allocation Date shall be taken into account.

 

In the case of Ratio B, a financial year means each calendar year ending on or after each Unit Allocation Date.

 

In the event that on the date of retirement, no financial year has closed since the corresponding Unit Allocation Date (i.e. that the retirement is effective before 1 January of the year following the relevant Unit Allocation Date), the Participant shall not be entitled to receive Shares by virtue of this Plan. For any Participant who is subject to United States federal income tax, at the time of the Participant’s termination of employment, the Company, in its sole discretion, shall determine whether such termination qualifies as a “retirement” for purposes of this section 3.11.2.

 

 

ii)

Voluntary leave. In the event that the Participant leaves voluntarily (termination of contract between Participant and the Group company, by the Participant’s unilateral decision, without the Participant continuing to be employed by any other Group company), the right to receive Shares under this Plan shall expire automatically on the date when the Participant’s voluntary leave is effective.

 

iii)

Dismissal by the Group company.

 

a) If the Participant is dismissed following a decision by the Group company (termination of contract by the Group company’s unilateral decision, without the Participant continuing to be employed with any other Group company) and provided that the levels required in the corresponding Specific Conditions have been achieved for each ratio established in section 3.4 above in respect of the financial years closed subsequently to each Unit Allocation Date, the Participant shall be entitled to receive either, (i) within fifteen working days following the date on which the Participant’s dismissal is effective, unless the consolidated financial statements for the last financial year closed prior to termination have not yet been prepared by the latter date, in which case they shall be delivered within fifteen working days following the date on which they are prepared, or (ii) should the Company so decide, on the delivery date envisaged initially on each Unit Allocation Date, the number of Shares resulting from the following formula: [***].

 

For the purposes of determining the level of compliance with the ratios foreseen in section 3.4 above, only closed financial years elapsed following the Unit Allocation Date shall be considered.

 

In case of Ratio B, financial year shall mean each of the calendar years ended following each Unit Allocation Date.

 

In the event that on the date of dismissal, no financial year has closed since the corresponding Unit Allocation Date (i.e. that the dismissal is effective before 1 January of the year following the relevant Unit Allocation Date), the Participant shall not be entitled to receive Shares by virtue of this Plan.

 

b) If the Group Company adduced as the cause for dismissal the Participant's breach of legal or contractual duties, the right to receive Shares shall lapse. The above shall not be applicable in the event that, pursuant to Labour Law, dismissal was declared or ruled wrongful on a firm basis or in the event that the reason adduced for dismissal is not appropriate, in which case the Shares that the Participant might be entitled to receive may only be delivered within fifteen working days following the date of that declaration or ruling, unless the consolidated financial statements for the last financial year closed prior to the termination have not yet been prepared by the latter date, in which case they shall be delivered within fifteen working days following the date on which they are prepared, and the formula established in paragraph a) above shall apply, as well as the conditions related to the ratios established in section 3.4 above.

 

iv)

Change of control situations. In the event of a change of control of the Company [***].

 

v)

Removal by mutual agreement and leave situations due to special services. In the case of the Participant’s removal by mutual agreement and of the Participant’s leave due to special services, what is agreed in each case between the Participant and the Company shall apply.

 

 

vi)

Death, severe disability or permanent disability. In these circumstances, or when contingencies relate to severe disability or permanent disability occur that are equivalent in each jurisdiction, the Participant, the Participant’s heirs or the Participant’s legal representatives may receive, within fifteen working days following the time where any of the aforesaid situations occurs, the number of Shares resulting from applying the following formula to the number of Units as initially allocated to the Participant, and the conditions related to the ratios established in section 3.4 above shall not apply.

 

   

 

Where:

 

N.F_SE = Final Number of Shares to be delivered to each Participant, rounded off by default, in the special situations set out in the present section 3.11.2.vi).

 

N.U. = Number of Units allocated on the corresponding Unit Allocation Date.

 

n = Number of days elapsed between the corresponding Unit Allocation Date and the date on which death, severe disability or permanent incapacity actually occurs, but in no case may "n" be greater than "N".

 

N= Total number of days between the corresponding Allocation Date of Units and the Third Anniversary of the Allocation, 1,095 days being taken for these purposes.

 

In all the above situations that result in the delivery of a certain number of Shares, the final number of Shares to be delivered by the Company shall take into account the amount to be deducted, in accordance with the settlement mechanism set out in section 3.10 above.

 

Without prejudice to the above, in all the special cases foreseen in section 3.11.2 above that could result in the delivery of a certain number of Shares, the Company may choose to pay in cash an equivalent amount to the weighted average of the closing market value on the day before the vesting date of the markets on which we are listed and provided by the Economic and Financial Department, of the Shares that, as the case may be, the Participant or, when appropriate, his/her heirs or legal representatives were entitled to receive, as regulated by each special case except for the cases provided:

 

-

In section 3.11.2.iii).a), in which by decision of the Company, the actual vesting date of the Shares regulated for that special case coincides with the Vesting Date initially foreseen for each Unit Allocation Date, in accordance with the provisions of paragraph 3.8, the amount in cash will be equivalent to the market value for the Shares the Participant may be entitled to receive by virtue of the Plan, will be calculated using the weighted average price of the Company’s shares on the Vesting Date provided by the Finance Department, and

 

 

-

in section 3.11.2.iv), if the change of control arises [***].

 

The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount, relative to the application of the corresponding withholdings on account of PTI or any other tax that may be applicable.

 

Transfer of Units

 

3.12.

The Units as initially allocated to each Participant shall not in any event confer any political or economic rights regarding the Shares of the Company, since they are simply a right expectation. Therefore, the Units cannot be encumbered or pledged or be transferred under any title. Only upon settlement of the Plan, if the conditions established for this event occur, the Company’s Shares shall be delivered to the Participants in the Plan, or, in the event of death, to the Participant’s legal heirs, who shall then become shareholders of the Company, except in the case that the Plan has been settled in cash, in which circumstance neither the Participants, nor their legal heirs, shall receive Shares in the Company.

 

Extinction of Units

 

3.13.

The Units shall lapse for the following reasons:

 

3.13.1.

Due to delivery of the Shares or its corresponding amount in cash in accordance with the procedure established in the Plan.

 

3.13.2.

On the Third Anniversary of the Allocation of Units being reached without fulfilment of the conditions related to the ratios set out in section 3.4 above.

 

3.13.3.

Upon termination of the relationship between the Participant and the Company, or its subsidiaries, before the Third Anniversary of the Allocation of Units, with the exception of the special situations which, as per section 3.11.2 above, may give rise to delivery of Shares.

 

Authorisation of the General Shareholders' Meeting of the Company

 

3.14.

In accordance with Article 146.1a) of Spanish Companies Act, the Company shall submit the necessary authorisation for acquisition of own shares, with the purpose of delivering them to the Participants, to the General Shareholders' Meeting, for approval.

 

3.15.

In the event that on the Vesting Date there was no authorisation by the General Shareholders' Meeting as mentioned in the paragraph above, the Participant shall be entitled to receive, from the Company and in cash, an amount equivalent to the number of Units allocated to each Participant as might have been turned into Shares, in accordance with the requirements referred to in section 3.4 above, by the weighted average price of the Company’s share on the Vesting Date provided by the Finance Department. Such cash amount shall be delivered to Participants within fifteen working days following the Vesting Date. The provisions in the last paragraph of the foregoing section 3.10 shall also be applicable to that cash amount.

 

3.16.

What is set out in the paragraph above shall also apply in the event that, if any of the special situations established in section 3.11.2 above occurred, a specific number of Shares should be delivered, without there being any authorisation by the General Shareholders' Meeting.

 

 

Modifications and Term of Validity

 

3.17.

Without prejudice to the powers of the Nominations and Remunerations Committee and to the legal or conventional obligation, if any, of reaching an agreement with the Participants in the Plan, any modification to the General Conditions of this Plan shall require the previous agreement of the Board of Directors of the Company.

 

3.18.

This Plan shall be valid until the Vesting Date of the Shares, corresponding to the third Unit Allocation Date as established in section 3.2 above. The foregoing shall be understood without prejudice to any actions that, in accordance with these General Conditions, are developed subsequently to the aforesaid date.

 

Plan Information

 

3.19.

The General Human Resources Management Department of the Company shall provide the Participants with any information concerning this Plan as required and shall keep the Participants informed about any modification to the Plan as might occur in the future.

 

ARTICLE FOUR.- Execution

 

4.1.	The General Conditions, the Specific Conditions (Annex 1) and the Certificate of Allocated Units (Annex 2) shall be issued to all employees electronically, through the HR Management system tool.

 

On each of the Unit Allocation Dates, the Specific Conditions shall be accepted electronically, through the HR management systems tool, as established for the allocation of Units corresponding to each Participant, according to Annex 1, and said conditions shall include the parameters to be fulfilled in order to receive the Shares. Notwithstanding the foregoing, in cases where access to such system is not available, acceptance of the Specific Conditions shall be made by e-mail.

 

4.2.	Likewise, the Certificate of Allocated Units issued electronically to each Participant on each Unit Allocation Date, following the model in Annex 2, shall be accepted by the Participant in accordance with the procedure set out in this section for the Specific Conditions.

 

ARTICLE FIVE. – Lack of Legal Effect within the Employment Area

 

5.1.

No provision or guarantee under this Plan shall be understood or interpreted as a right of the Participants to keep their employment relationship, employment contract or any other contract in force, or as any other similar rights; and no provision or guarantee under the Plan shall limit the rights held by the Company to modify or discharge said relationship or contracts in accordance with the legislation in force or with the terms of said contract or relationship.

 

5.2.

The Participant acknowledges that neither the Units nor the Shares as the Participant may receive under this Plan are working incentives, and that said Units and Shares cannot be regarded as a consideration for the Participant’s work in the Company or its subsidiaries; and that said Units and Shares shall not count to any effect in any compensation, to or by the Participant, as might apply on the existence or cessation of the employment relationship; and the Participant and the Company expressly agree that the Units or the Shares that, as the case may be, the Participant may receive under this Plan are excluded from calculation for compensation purposes as might be contractually established. No executive has the right or expectation to participate in the Plan; nor does the executive’s participation in this Plan bind the executive for the purpose of the executive’s possible participation in any other plan of a similar or identical nature to that of this Plan. The allocation of Units under this Plan is voluntary, discretionary and cannot be consolidated and it does not entail any right to receive new Units or Shares in the future.

 

 

ARTICLE SIX. - Notices

 

6.1	Any communication from the Participant to the Company or, where appropriate, to the Collaborating Entity in relation to the Plan, shall be addressed, respectively, to The General Human Resources Management Department or, to the professional or department indicated by the Collaborating Entity.

 

ARTICLE SEVEN. Expenses, Taxes and Social Security

 

7.1.	Any expenses as derived from delivery of Shares to the Participant by virtue of what is contained in this Plan, shall be fully paid by the Company.

 

However, the Participant shall bear any expenses arising from possible subsequent disposal of the Shares.

 

7.2.

Taxes derived from implementation of this Plan shall be paid by the individuals or entities that turn out to be tax payers in accordance with the applicable tax legislation. In particular, withholdings or advance tax payments as may be required under the regulations on PIT, or any other tax, direct or indirect, as applicable by virtue of the tax regulations in force from time to time, including, where applicable, the Financial Transfers Tax ("FTT"), shall be borne by the Participant.

 

7.3.	Likewise, contributions to Social Security or to systems of a similar nature in other jurisdictions that, where appropriate, are legally attributable to the Participant, will also be borne by the Participant.

 

ARTICLE EIGHT. – Interpretation of the Plan

 

8.1.

In the event of any dispute about the interpretation of or the effects of what is established in the Plan, the parties undertake to submit any question as might arise to the Nominations and Remunerations Committee before initiating any legal action, and they hereby state that they intend to take into consideration what the Committee may decide.

 

 

Annex 1

 

 

Specific Conditions applicable to [NAME] regarding the Performance-Based Share Plan of “Ferrovial, S.E.” for Executives 2023-2025

 

ARTICLE ONE.-          Definitions

 

The capitalized terms used in these SPECIFIC CONDITIONS and not defined in it shall have the meaning granted by the General Conditions of the PERFORMANCE-BASED SHARE PLAN OF “FERROVIAL, S.E.” for Executives 2023-2025, dated 15 December 2022, to which Annex 1 is attached as an integral part of these.

 

ARTICLE TWO.-        Allocation of Units

 

The Company allocates to [NAME] the Units listed in Article Three below, following what is set out in the General Conditions of the PLAN.

 

ARTICLE THREE.-     Terms of Units

 

The characteristics of the Units allocated are the following:

 

Number of Units:

 

[NUMBER OF UNITS]

 

UNIT ALLOCATION DATE for the purposes of calculating the Conditions set out in the general conditions of the plan: 15 February 2024.

 

ARTICLE FOUR.-       Ratios Applicable to Allocated Units

 

In accordance with what is set out in the General Conditions, upon allocation of Units, the target to be met for RATIO A, RATIO B, and the RATIO C metrics, as well as the minimum target as regards RATIOS A, B and RATIO C metrics shall be determined in the Specific Conditions. The eventual delivery of shares by virtue of this PLAN shall depend on the fulfilment of such percentage and minimum target.

 

The ratios to be achieved for the PARTICIPANTS to receive COMPANY SHARES under this Plan, as defined in the General Conditions of the PLAN, are:

 

-

Ratio A: [***].

 

-

RATIO B: Relative position of the evolution of the “Total Shareholder Return” index of Ferrovial, S.E. [***].

 

-

RATIO C: Environmental, social and governance ("ESG") [***].

 

ARTICLE FIVE. – Acceptance of General Conditions

 

By accepting via electronic means, through the HR Management Systems tool, or via email in cases where they do not have access to this tool, the PARTICIPANT declares to be aware of and to expressly accept all of the terms and conditions of the General Conditions of the PLAN.

 

 

 

Exhibit 99.7

 

Annex 2

 

CERTIFICATE OF UNITS ALLOCATED under the Performance-Based Share Plan of FERROVIAL, S.E. for [Executive Directors and Senior Management / Executives]; [2020-2022 / 2023-2025], subject to the General Conditions of [Date], and to the Specific Conditions of [Date].

 

The capitalized terms used in this CERTIFICATE OF UNITS ALLOCATED and not defined in it shall have the meaning granted by the General Conditions of the PERFORMANCE-BASED SHARE PLAN OF “FERROVIAL, S.E.” for [Executive Directors and Senior Management / Executives][2020-2022 / 2023-2025], dated [Date], to which Annex 2 is attached as an integral part of these.

 

Holder:

 

Unit Allocation Date for the purposes of calculating the terms and conditions set out in the general terms and conditions of the plan:

 

Number of UNITS:

 

This CERTIFICATE is issued on:

 

In [Location of signing], on [Date].

 

[Name]		[Name]
PARTICIPANT		[Title]
		“FERROVIAL, S.E.”

 

 

 

Exhibit 99.8

 

General Conditions of the

Plan to Receive Remuneration through the delivery

of Ferrovial, SE Shares (the “Plan”)

 

ARTICLE ONE.- Purpose and administration of the Plan

 

1.1

The Board of Directors of Ferrovial, SE (the "Company" or "FERROVIAL"), has approved, within the framework of its General Remuneration Policy, to offer the Employees and Managers of the Company and its subsidiaries (the "Participants") the possibility of participating in a Plan for the delivery of shares of the Company (the "Shares").

 

1.2

The purpose of the Plan is to increase the shareholding of the Employees and Managers of its business group and to provide them with the possibility of linking part of their remuneration to the evolution of the value of the Shares, allowing them to receive part of their annual remuneration for the years 2025 to 2029 in Shares.

 

1.3	The Plan shall be governed by the General Conditions set forth herein.

 

1.4	The Human Resources General Direction will be responsible for:

 

(i)            the development of the basic conditions of the Plan.

 

(ii)

the administration of the Plan, being able to carry out and subscribe the acts and documents required for its execution, in particular the General Conditions of the Plan.

 

ARTICLE TWO.- Actions on which the Plan is put into practice

 

2.1

Under this Plan, the Participants shall receive common shares of the Company. The Plan will be put into practice with the number of Shares authorised by the Board of Directors, which will depend on the final number of Participants adhering to the Plan and the closing price of the Share on the Transfer Date (as defined below). At the date of the Plan's approval, this represents a maximum number of 500,000 Shares (representing 0.07% approximately of the total number of Shares comprising the share capital) for each year.

 

2.2

The Shares acquired by means of this Plan shall be free of any charge or encumbrance and shall not be subject to any limitations or restrictions that are not applicable to the majority of the Company's shareholders, whether by contractual, statutory or legal provision, without prejudice to the commitment assumed by the Participants in Article 4 below.

 

 

ARTICLE THREE.- Main characteristics of the Plan

 

Participants

 

3.1.	The Plan is aimed at Employees and Managers of the Ferrovial Group companies – excluding the Company’s Executive Directors - who are tax residents in Spain and therefore subject to Personal Income Tax in Spain.

 

Application for participation in the Plan

 

3.2.

This Plan is voluntary, and the Participants may or may not adhere to it. Participants who wish to participate in the Plan must communicate, prior to 24:00 on the date indicated in the "Application for Adherence to the Plan to Receive Part of the Remuneration through the Delivery of Ferrovial Shares" (the “Application for Adherence”), the amount of the annual fixed or variable remuneration that they would like to receive in kind by means of the delivery of Shares. This communication must be made through the Workday platform, in the route: Workday - Menu - Apps - Benefits and Pay. Those who do not have this access to this platform, may communicate their application by downloading the documentation from the corporate website (www.ferrovial.com) in the “Newsroom” section, sub-sections “Latest - News” and send the signed Application for Adherence toto the Human Resources Department of their respective business. The Application for Adherence to this Plan entails a reduction of the Participant's salary payments by an equivalent amount of the value of the Shares calculated as established in clauses 3.9 and 3.10 below, with this reduction being able to be assigned to the following salary items:

 

·

Variable Remuneration. In the event that the annual variable remuneration finally assigned to each Participant is less than the amount in Shares requested by the Participant, FERROVIAL will reduce the amount initially requested in Shares by the Participant up to that amount.

 

·

Fixed Remuneration The amount requested will be reduced from the fixed remuneration corresponding to the months of February, March, April, May, June, July, August and September, prior to the delivery of the Shares, by an amount equivalent each month to one eighth of the amount requested in Shares.

 

If the Participant, once the Application for Adherence to the Plan has been completed, decides to renounce the Plan, he/she must expressly inform the Human Resources Department of the respective business about the decision before the Shares have been delivered, in accordance with the provisions of art. 3.7 of these Regulations.

 

The relevant Human Resources Department shall at all times ensure compliance with the legal and contractual obligations of the Participant arising from agreements, pacts or regulations (social security, personal income tax, etc.). To ensure such compliance, the relevant Human Resources Department may adjust the amount in Shares requested by the employee.

 

 

If the Participant leaves the Company for any reason, the part of the remuneration that has not yet been paid in Shares will be paid in cash together with the payment of the salary corresponding to the date of leaving the Company.

 

3.3.	The maximum limit of remuneration that each Participant may receive in Shares will be the lesser of (i) 12,000 euros, or (ii) the result of deducting the remaining remuneration in kind from 30% of their total annual remuneration.

 

3.4.

The Company may agree, with a view to better management and administration of the Plan, to engage a company specializing in the management of employee incentive plans in shares (the “Collaborating Entity”) so as to instrument the delivery of the Shares to the Participants in the Plan. Participants, through their acceptance of the Terms and Conditions of the Collaborating Entity, and of these General Conditions, undertake to comply with all the obligations and conditions necessary or required, by the Collaborating Entity or by the Company, for their inclusion in the computer tool or platform of the Collaborating Entity managing the Plan, where applicable. The non-acceptance of the Terms and Conditions of the Collaborating Entity by the Participant shall imply the resignation of the Application for Adherence to the Plan.

 

In the event that the Plan is managed by the Collaborating Entity, the Participants express their consent to the application, among others, of the following conditions:

 

(i)

The delivery of the Shares shall be effected by transferring the ownership of the Shares to the Participants in the relevant book-entry register in the securities account held by the Participants with the Collaborating Entity.

 

(ii)

The Participant may transfer free of charge the Shares deposited in the securities account held with the Collaborating Entity to a securities account held by the Participant with an entity other than the Collaborating Entity within a maximum period of 90 calendar days from their delivery; if after this period the Participant has not transferred the Shares, all costs, as well as any liability associated with such Shares, shall be borne by the Participant.

 

(iii)

Regarding the dividends corresponding to the Shares deposited in the Participant's securities account opened with the Collaborating Entity, if the Collaborating Entity does not offer the Participant the possibility of receiving the dividend, at his/her choice, in cash or in Shares, the Participant who wishes the unavailable option, must transfer the Shares to the securities account opened with his/her financial Entity in advance of the dates established for the payment of the dividend.

 

3.5.

In the event that the service is not outsourced, the Participants must indicate the securities account, if any, that they have opened solely and exclusively in their name with a financial institution, in which they wish to receive the Shares corresponding to them. This account must be kept open until the Shares are received. The Company reserves the right to require the Participants, as a necessary condition to adhere to this Plan, to open a securities account in a specific financial institution proposed by the Company itself, provided that this decision results in a simplification or acceleration of the process of delivery of the Shares to the Participants. This decision shall in no case entail a higher cost for the Participants than that which would result from the delivery of the Shares in the securities accounts of which they are currently holders. The Participant may deposit them in any other entity once the Shares have been received.

 

 

3.6.	In the event that the Participant does not return the Application for Adherence duly completed within the term mentioned in section 3.2 above, it will be understood that they waive their participation in the Plan.

 

Delivery of the Shares and appraisal of the Shares

 

3.7.

The Company will make its best efforts to deliver the Shares to the Participants of the Plan on the last trading day of March of each year (hereinafter, "Transfer Date"), for that part of the remuneration in kind that corresponds to variable remuneration, and on the last trading day of September of each year for that part of the remuneration in kind that corresponds to fixed remuneration. If this is not possible, it will do so on the closest business date to the Transfer Date permitted by the rules for settlement and clearing of securities transactions in the stock market established by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores S.A. (Iberclear) or the relevant central securities depository. Any delay that may occur in the delivery of the Shares shall not generate any liability for the Company. If the participant requests that a portion be delivered against variable remuneration and another against fixed remuneration, the Shares corresponding to each portion will be delivered separately on the dates indicated above. The Company may accelerate or delay the date of delivery of the Shares according to the business calendar and its coincidence with holidays or non-working days.

 

3.8.	The Company's share price at the close of trading on the Madrid Stock Exchange (the “Stock Exchange”) on the Transfer Date will be taken into account for the valuation of the Shares.

 

Number of Shares to be received

 

3.9.

The number of Shares to be received by Participants will depend on the Company's share price at the close of trading on the Stock Exchange on the Transfer Date. Therefore, at the date of the Application for Adherence, it will not be possible to determine exactly the number of Shares that each Participant will finally receive.

 

 

3.10.

The number of Shares to which each Participant shall be entitled shall be determined in accordance with the following formula:

 

   

 

Where:

 

NA: Number of shares of the Company, rounded down, to be received by the Participant.

 

IS: Amount requested to be received in shares of the Company (maximum limit/participant: the lesser of (i) 12,000 euros, or (ii) the result of deducting the remaining remuneration in kind from 30% of their total annual remuneration.)

 

CC: Closing price of the Company's shares corresponding to the Date of Transfer.

 

This formula shall be applicable to the delivery of Shares charged to the Fixed Remuneration as well as to the Variable Remuneration and, each of them, with reference to the closing price of the Share corresponding to each Transfer Date.

 

3.11.

In no case may the number of Shares to be received by Plan Participants exceed the maximum number authorised by the Board of Directors. For this reason, the Company reserves the right to deliver a lower number of Shares than the result of the application of the above formula, making the corresponding proration according to the amount requested by each Participant.

 

ARTICLE FOUR. Tax implications

 

General Considerations

 

4.1.	In accordance with the tax regulations in force in the Common Territory, for Personal Income Tax (hereinafter, IRPF) purposes, the delivery of Shares made by a company to its employees is exempt from taxation if the following requirements are met:

 

·

That the offer is made within the general remuneration policy of the company or group of companies, and that it contributes to employee participation in the company.

 

·

That each of the employees, together with their spouses or relatives up to the second degree, do not have a direct or indirect shareholding in the company in which they render their services or in any other company in the group of more than 5%.

 

·

The Shares must be held for at least three years.

 

4.2.	This Plan has been designed to meet the first two requirements mentioned above, so the benefit of the tax advantage mentioned above will depend on the Participant holding the Shares for three years.

 

 

4.3.	For this reason, by adhering to the Plan, the Participant knows, accepts and is responsible for the obligation to maintain the Shares in order to be able to take advantage of the tax benefit established in the current regulations, as mentioned above.

 

4.4.

In the event that the Participant fails to comply with this requirement, the tax regulations establish that the Participant will be obliged to file a supplementary personal income tax return, with the corresponding late payment interest, within the period between the date on which the requirement is not complied with and the end of the regulatory period for filing the tax return corresponding to the tax period in which such non-compliance occurs.

 

4.5.

In any case, both the Personal Income Tax (IRPF) and the withholdings and payments on account of this tax which, in accordance with the legislation in force at any given time, are or could be levied on the remuneration in kind obtained by the Participant or their successors, as a consequence of the implementation of this Plan, shall be borne by the Participant or their successors.

 

4.6.	Likewise, the taxes arising from the sale of the Shares acquired as a result of this Plan shall also be borne by the Participant or their successors.

 

Foral Specialities

 

4.7.

The regulations in force in the Territories of Vizcaya, Guipúzcoa and Álava do not provide for the tax exemption of remuneration consisting of the delivery of Company Shares to Employees free of charge; in Navarra, on the other hand, the same tax treatment applies as in the Common Territory. In any case, the provisions of the regulations in force at any given time shall apply.

 

ARTICLE FIVE: Implications in the event of termination of the employment relationship of the plan's Participant

 

5.1.

The Participant's Adherence to the Plan shall not affect the basis to be taken into account for calculating the possible compensation, if any, as a consequence of the termination of the employment relationship, the compensation of which shall be determined considering as part of the annual remuneration, the economic value of the Shares received, valued in accordance with the provisions of section 3.10 above.

 

5.2.

In the event of (i) the termination of the employment relationship of the Participant with a company that is part of the Group of companies of FERROVIAL or that (ii) the subsidiary with which the Participant maintains the contract at that time ceases to be under the direct or indirect control of Ferrovial, the following rules shall apply:

 

·

If the termination of the employment relationship or the change of control of the subsidiary occurs prior to the Share Transfer Date, the Participant will not be entitled to receive the Shares. However, they will be entitled to receive an amount equivalent to the amount by which their annual compensation would have been reduced as a result of adhering to the Plan. For any Participant who is subject to United States federal income tax, such amount shall be payable no later than March 15 following the year in which the termination of employment relationship or the change of control of the subsidiary occurs.

 

 

·

If the termination of the employment relationship or the change of control of the subsidiary were to occur after the Transfer Date, there would be no implication, since the Shares would be owned on that date by the Participant.

 

ARTICLE SIX: Limit of rights, declaration of limitation of liability and privacy of data with respect to the plan

 

6.1.	By accepting the contents of these General Conditions, the Participant acknowledges:

 

·

That neither FERROVIAL nor the group company for which the Participant renders their services shall be liable and, consequently, the Participant shall not be entitled to claim any compensation for fluctuations in the price of the Shares.

 

·

That the company of the FERROVIAL group of companies for which the Participant renders their services shall be responsible for the expenses of the execution of this Plan until the effective placement of the Shares in the securities account that the Participant has opened with the Collaborating Entity, in accordance with clause 3.4 above or, if the service is not outsourced, in his / her private securities account referred to in clause 3.5 above. Any other expenses derived from the maintenance of the Shares in the corresponding securities account shall be borne by the Participant under the terms agreed, if any, with the Collaborating Entity or the financial institution with which the securities account is open.

 

6.2.	When formalizing his adhesion to the Plan, the Participant:

 

a)

Is aware and consents that his personal data will be processed automatically or manually for the sole purpose of enabling the proper management and administration of the Plan. The personal data requested are essential to be able to assign and, if necessary, allow the subsequent delivery of the Shares. The legitimate basis for the treatment is the development and execution of the employment relationship established. Likewise, is aware that his/her data may be communicated to the Ferrovial Group companies for the fulfillment of the same purpose mentioned above; as well as, if applicable, to the public administrations such as fiscal and tax authorities, for the fulfillment of legal obligations; and to financial entities for the management of collections and payments.

 

Once the purpose for which the data was collected is fulfilled, it will be blocked for the period of limitation of the legal actions that may correspond. Once this instance has been exhausted, the data will be definitively deleted.

 

 

In accordance with the provisions of Regulation (EU) 2016/679, General Data Protection Regulation (GDPR), FERROVIAL, in its capacity as data controller, guarantees the rights of access, cancellation, rectification, deletition, portability, limitation and opposition that may be exercised by sending a communication to the address of FERROVIAL, in c/ Príncipe de Vergara, 135, 28002, Madrid, including its name, surname, an address for notification purposes and the right you wish to exercise or by writing to dpd@ferrovial.com. The Participant may also contact the Data Protection Officer by writing to dpd@ferrovial.com. He/she can also complain to the Dutch Data Protection Supervisory Authority (Autoriteit Persoonsgegegevens www.autoriteitpersoonsgegevens.nl), especially when no satisfaction has been obtained in the exercise of rights.

 

b)

Authorises FERROVIAL to amend the conditions of the Plan in the event of an amendment in the tax regulations related to this type of incentive schemes.

 

c)

Accepts that adhesion to the Plan constitutes in itself a partial amendment of the salary remuneration system in its form of remuneration, agreed with the company from the time of application for adhering to the Share Plan, whereby the fixed remuneration and/or gross annual variable remuneration that to date they have been receiving or could receive, will be partially amended in its form of remuneration for the amount requested, for the right to receive Ferrovial Shares with the aforementioned limits: the lesser of (i) 12,000 euros, or (ii) the result of deducting the remaining remuneration in kind from 30% of their total annual remuneration.

 

ARTICLE SEVEN: Amendments and Term of Validity

 

7.1.	Any amendment of the General Conditions of this Plan is the responsibility of the Human Resources General Direction.

 

7.2.

This Plan will be applicable to the annual variable remuneration, corresponding to the financial years 2024 to 2028, to be received in the years 2025 to 2029, as well as to the fixed remuneration for the years 2025, 2026, 2027, 2028 and 2029. The foregoing shall be without prejudice to those actions that, in accordance with these General Conditions, are carried out after said date.

 

ARTICLE EIGHT.- Communications and Information on the Plan

 

8.1.	All communications made by the Participant to the Company in connection with the Plan, except for the Application for Adherence, which shall be made in accordance with the provisions of Section 3.2, shall be addressed to the Human Resources General Direction.

 

8.2.	The Company’s Human Resources General Direction will provide all the information required on this Plan to the Participants and will keep them informed of any amendment that the Plan may undergo in the future.

 

 

ARTICLE NINE.- Applicable law and interpretation of the Plan

 

9.1.	This Plan shall be governed by Spanish law.

 

9.2.

In the event of discrepancies regarding the interpretation or effects of the provisions of the Plan, the parties undertake to submit the matter to the Company's Human Resources General Direction prior to the exercise of any legal action, stating their intention to take into account what the latter may rule.

 

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

FORM S-8

(Form Type)

 

Ferrovial SE

(Exact name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary shares, €0.01 par value per share  — issuable under the Performance-Based Share Plan of Ferrovial SE 2020-2022	457(c) and (h)	580,669(2)	$44.11(3)	$25,613,309.59	$153.10 per million dollars	$3,921.40
Equity	Ordinary shares, €0.01 par value per share — issuable under the Performance-Based Share Plan of Ferrovial SE 2023-2025	457(c) and (h)	1,149,083(4)	$44.11(3)	$50,686,051.13	$153.10 per million dollars	$7,760.03
Equity	Ordinary shares, €0.01 par value per share — issuable under the Plan to Receive Remuneration Through the Delivery of Ferrovial SE Shares 2025-2029	457(c) and (h)	1,000,000(5)	$44.11(3)	$44,110,000.00	$153.10 per million dollars	$6,753.24
Total Offering Amounts					$120,409,360.72		$18,434.67
Total Fee Offsets(6)							—
Net Fee Due							$18,434.67

 

	(1)	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional ordinary shares, €0.01 par value per share (“Ordinary Shares”), of Ferrovial SE (the “Registrant”) that may from time to time be offered or issued under the Registrant’s following plans: (i) the Registrant’s 2022 Performance-Based Share Plan 2020-2022 for Executive Directors and Senior Management; (ii) the Registrant’s 2022 Performance-Based Share Plan 2020-2022 for Executives (together with subsection (i), the “2020-2022 LTIPs”); (iii) the Registrant’s 2023 Performance-Based Share Plan 2023-2025 for Executive Directors and Senior Management; (iv) the Registrant’s 2023 Performance-Based Share Plan 2023-2025 for Executives; (v) the Registrant’s 2024 Performance-Based Share Plan 2023-2025 for Executive Directors and Senior Management; (vi) the Registrant’s 2024 Performance-Based Share Plan 2023-2025 for Executives (subsections (iii) through (vi), collectively, the “2023-2025 LTIPs”); or (vii) the Plan to Receive Remuneration Through the Delivery of Ferrovial SE Shares 2025-2029 (the “2025-2029 Spanish Plan”) by reason of any future share dividend, share split, recapitalization or other any similar transaction.
	(2)	Consists of 580,669 Ordinary Shares issuable upon settlement of awards outstanding under the 2020-2022 LTIPs.
	(3)	Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Ordinary Shares as reported on the Nasdaq Global Select Market on February 24, 2025.
	(4)	Consists of 1,149,083 Ordinary Shares issuable upon settlement of awards outstanding under the 2023-2025 LTIPs.
	(5)	Consists of 1,000,000 Ordinary Shares that may become issuable under the 2025-2029 Spanish Plan pursuant to its terms.
	(6)	The Registrant does not have any fee offsets.

 

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