Convening Shareholders' Meetings and adopting resolutions

Attendance right

In accordance with the Shareholders' Meeting Regulations and the Articles of Association, all shareholders who own at least one hundred (100) shares may attend the Shareholders' Meeting, and the shares can be grouped to reach that figure.

Other than that minimum, the Articles of Association do stipulate any restrictions on attendance.

Proxies

Shareholder representation at Shareholders' Meetings is regulated by articles 15 of the Articles of Association and 12 and 13 of the Shareholders' Meeting Regulations. This regulation is considered appropriate for guaranteeing shareholders' rights to be represented at the Meeting and delegate their vote.

Quorum

The provisions of the Articles of Association and the Shareholders' Meeting Regulations relating to the quorum reproduce the legal regime established in sections 102 and 103 of the Spanish Corporations Law, summarized as follows:

Quorum 

Chairmanship of the Meeting          

The Chairman of the Shareholders' Meeting is the Chairman of the Board of Directors.

The Shareholders' Meeting Regulations are considered to be appropriate for guaranteeing the correct functioning of the Shareholders' Meeting.

Since the company was floated on the stock exchange, Grupo Ferrovial, S.A. has requested the presence of a notary to minute the Shareholders' Meeting and perform related functions, such as helping to organize the round of questions as the Meeting decides, and take note of or look after the literal statements that the shareholders wish to make.

Adopting resolutions

There were no changes in the legal system for adopting resolutions, the Articles of Association and the Shareholders' Meeting Regulations establishing that resolutions shall be adopted by a majority unless the law states otherwise.