Information on transactions with related parties

Approval of transactions

In accordance with the Board Regulations, all professional or commercial transactions involving Grupo Ferrovial S.A. or its subsidiaries and the persons referred to below require Board authorisation, subject to a report from the Audit and Control Committee. In the case of ordinary transactions involving Ferrovial, the general approval of the Board of Directors will suffice. This authorisation is not necessary, however, for transactions that simultaneously fulfil the following three conditions:

1. Performed under contracts containing standard terms and applied en masse to many customers.

2. Effected at prices or rates established on a general basis by the party acting as the supplier of the good or service in question.

3. Amount does not exceed 1% of the company's annual revenues.

The following persons are subject to these rules:

  • Directors of Grupo Ferrovial S.A. The person requesting authorisation must leave the meeting room while the Board deliberates and votes and may not exercise or delegate his or her voting rights.
  • Controlling shareholders
  • Individuals representing Directors that are legal entities
  • Senior managers.
  • Other managers designated individually by the Board of Directors.
  • Persons related to the above persons, as defined in the Board Regulations.

Transactions with Related Parties

The most relevant arm's length transactions with related parties effected in 2007 in the ordinary course of the company's and the Group's business are analysed below.

The company provides this information in compliance with the definitions and criteria set forth in Order EHA/3050/2004 (15 September) from the Ministry of Economy and Finance and in Circular 1/2005 (1 April) from the National Securities Market Commission (CNMV).

Where the profit or loss from a transaction cannot be stated, as it pertains to the providing entity or individual, the transaction has been marked with an asterisk (*).

Significant shareholders

The following table contains a breakdown of the most relevant transactions effected in 2007 with significant shareholders, with members of the "controlling family group" (except for the individuals who are also company Board directors, who are included in the following section) and entities related through shareholdings to persons from the "controlling family group" (1):

 Significant shareholders

(1) According to information submitted to the CNMV and to the company on 8 November 2007, the "official family group" formed by Mr Rafael del Pino y Moreno and his children María, Rafael and Leopoldo indirectly control, through Portman Baela, S.L., 58.316% of the share capital of Grupo Ferrovial S.A.

(*) No profit or loss is stated as the relevant amount pertains to the entity or person providing the service.

In addition to the individual transactions stated above, two minor transactions took place with the significant shareholders, consisting of the execution of minor construction work and maintenance activities in private residences or corporate headquarters for insignificant amounts or duration and at arm's length. The total amount of such transactions was 15 thousand euro (43 thousand euro in 2006), generating a total profit of 0.01 thousand euro (1.3 thousand euro in 2006).

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