Aktuální report č. 52 / 2014

Internal reorganisation of the Ferrovial Group

The Management Board of Budimex S.A. hereby publicly announces the notification received from Ferrovial Agromán, S.A., worded as follows:
“Ferrovial Agromán, S.A., on the basis of Article 69.1.1 and Article 69a.1.3 of the Act of 29 July, 2005 on Public Offering, the Terms and Conditions of Introducing Financial Instruments to an Organised System of Trading and on Public Companies, reports that on 25 June, 2014 (the “merger date”):
Ferrovial Agromán, S.A. (the acquiring company) merged with Discota XXI, S.L.U. (the acquired company), a wholly-owned subsidiary of Ferrovial Agromán, S.A.
Prior to the merger, Discota XXI, S.L.U. owned 100% of the shares of Valivala Holdings, B.V., which, as a result of the merger, has become a direct subsidiary of Ferrovial Agromán, S.A.
Valivala Holdings, B.V. is a shareholder of Budimex S.A., holding 59.06% of the shares of Budimex S.A.
The above merger is the first stage of an internal reorganisation process of the Ferrovial Group, as a result of which the shares in Valivala Holdings, B.V. will be ultimately held by Ferrovial Agromán Internacional, S.L. – a new company that will be established in order for the affairs of foreign companies being subsidiaries of Ferrovial Agromán, S.A. to be run by one entity. The sole shareholder of Ferrovial Agromán Internacional, S.L. will be Ferrovial Internacional, S.L. – a new holding company in which the Ferrovial Group will concentrate its various types of international operations.
Information concerning the further stages of the reorganisation process will be made public at the relevant time.

The number of shares held prior to the change in shares and their percentage of the Company’s share capital, as well as the number of votes carried by those shares and their percentage of the total number of votes:

• 15,078,159 shares,
• 59.06% of the share capital,
• 15,078,159 votes,
• 59.06% of the total number of votes.

The number of shares currently held and their percentage of the Company’s share capital, as well as the number of votes carried by those shares and their percentage share in the total number of votes:

• No changes in this respect. As a result of the above merger, the indirect share of Ferrovial Agroman in Budimex does not change.
• 15,078,159 shares,
• 59.06% of the share capital,
• 15,078,159 votes,
• 59.06% of the total number of votes.

Information regarding intentions in terms of further increase of the share in the total number of votes:

• Ferrovial Agromán, S.A. and Valivala Holdings B.V. do not intend to increase their share in the total number of votes in Budimex S.A.

Subsidiaries of the shareholder making a notification that they hold the company’s shares:

• Valivala Holdings B.V., as a shareholder holding 59.06% of the total number of votes.

Information regarding a third party with which the entity entered into an agreement on the transfer of the right to exercise voting rights:

• No such agreement.”

As a result of the above reorganisation process, the share of the Ferrovial Group in Budimex S.A. will not change.