Conflicts of interest

The Board of Directors Regulations establishes that, among other obligations, Directors must strive to avoid situations that might involve a conflict of interest, and must provide the Board Secretary with due advance notice of any such situations.

If required, the matter is submitted to the Board of Directors.

In any case, Directors must not attend or intervene in the debates on matters in which they have a personal interest.

These obligations also apply to controlling shareholders, Senior Management and persons related to them.

In particular, the Regulations state that Proprietary Directors must inform the Company of any situations that may involve a conflict of interest between the shareholders who proposed their appointment and Ferrovial. The obligation to refrain from participating in the adoption of the corresponding resolutions is also established in these cases.

In 2007, the Director Santiago Eguidazu Mayor made known to the Company a potential conflict of interest on the occasion of the hiring of N más Uno Corporate Finance by Promociones Habitat, S.A. for reorganizing the debt of that company, in which Grupo Ferrovial, S.A. has a shareholding stake. Mr. Eguidazu is Chairman of N más Uno IBG S.A., the group's parent company. Just as he did in 2006, when N más Uno Corporate Finance provided consultancy to one of the companies that presented bids at that time for the acquisition of the Real Estate division of Grupo Ferrovial, Mr. Eguidazu left the meetings of the Board of Directors and the Executive Committee in which there were debates or reports on Ferrovial's investment in Habitat were being discussed.