Ferrovial announces a second 2025 interim scrip dividend

Published on Wed 15 Oct 2025 23:00:27 UTC

AMSTERDAM, Oct. 15, 2025 /PRNewswire/ -- Ferrovial SE ("Ferrovial", Ticker: "FER") declares an interim scrip dividend of in aggregate EUR 342,000,000, payable in cash or in Ferrovial shares at the election of Ferrovial's shareholders, against Ferrovial's reserves. The dividend per Ferrovial share will be determined based on the number of the shares outstanding on the relevant ex-dividend date and is expected to be announced on 23 October 2025.

Ferrovialshares willtradeex-dividendasof24October2025(the"EuropeanEx- Dividend Date") on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the "Spanish Stock Exchanges") and EuronextAmsterdam,aregulatedmarket of Euronext Amsterdam N.V. ("Euronext Amsterdam"), and as of 27 October 2025 (the "US Ex-Dividend Date") on Nasdaq's Global Select Market ("Nasdaq"). In compliance with applicable listing requirements, the dividend record date will be 27 October 2025.

The number of existing Ferrovial shares entitled to one Ferrovial share (the "Ratio") will be determined based on the volume weighted average price of all traded Ferrovial shares on the Spanish Stock Exchanges on 7, 10 and 11 November 2025. Ferrovial will calculate the Ratio such that the grossEUR value of dividend in shares will be approximately equal to the gross dividend in cash.

Ferrovialshareholdersaregiventheopportunitytoindicatetheirelectionbetween cash and Ferrovial shares:

(1)

from 28 October 2025 (9:00 am Central European Time, "CET") until 11 November 2025 (5:30 pm CET),inrelationtoFerrovial shares held through a custodian as a participant in (i)NederlandsCentraalInstituutvoorGiraal Effectenverkeer B.V. ("Euroclear Nederland"), or (ii) Sociedad de Gestin de los Sistemas de Registro, Compensacin y Liquidacin de Valores, S.A. Unipersonal ("Iberclear"); and



(2)

from 28 October 2025 (9:00 am Eastern Time, "ET") until 11 November 2025 (5:00 pm ET), in relation to Ferrovialshares held throughacustodian as a participant in The Depository Trust Company ("DTC"), or as a holder of shares in registered form directly on the share register ofFerrovial ("Registered Form").

Ifnoelectionismadeduringtherelevant electionperiod,anelectionforadividend in shares will be deemed to have been made and the dividend will consequently be paid in shares.

Banks and brokers may process the dividend in accordance with any applicable default option as agreed upon in their respective contractual arrangements with Ferrovialshareholdersormaysetanearlier deadlineforthereceiptofelection

instructions from their clients to those detailed above. Ferrovial shareholders should contact their bank or broker to checktheirdefault optionand timings.

Distributions in cash, including settlement of share fractions in cash, where applicable,willbemadeinEUR,otherthantoFerrovialshareholderswhoholdtheir shares (i) through custodians as participants directly in DTC, or (ii) in Registered Form, who will be paid in USD at the USD/EUR rate as per the BFIX: Bloomberg FX FixingsFrankfurt 2:00 pm CET fixing of 11 November 2025.

Dividendsincash,whereapplicable,areinprinciple subjectto15%Dutchdividend withholdingtax,whichwillbededucted fromthecashamounttobepaid.Dividends intheformofFerrovial shares,whichifnewlyissuedwillbepaidupfromFerrovial's reserves, are in principle subject to Dutch dividend withholding tax,but only in respectofthenominalvalueofsuchFerrovialshares (whichvalueamounts toEUR 0.01 per share). Ferrovial will bear the Dutch dividend withholding tax in respect ofsuchdividendsintheformofFerrovialshares,whichwillamountto17.65%on EUR 0.01perscripshare.Ifyouareentitledtoanexemption fromDutchdividend withholdingtaxonthecashdividend, pleasecontactyourbankorbrokertoreceive the full distribution on the dividend payment date as set out below.

In addition, local tax withholding may be applicable depending on the tax residency, or other tax status of the shareholders.

Additional information about the tax consequences of the scrip dividend can be found at www.ferrovial.com/en/ir-shareholders/share-information/shareholder- remuneration/flexible-dividend/.Ferrovialshareholdersareadvisedtoconsulttheir tax advisors regarding these tax consequences in any relevant jurisdictions, including whether they may be entitled to an exemption from Dutch dividend withholding tax or can credit such tax.

Thefollowing expectedtimetableapplies:


23 October 2025

:

Announcement of the dividend per Ferrovial share
amount



24 October 2025

:

European Ex-Dividend Date



27 October 2025

:

US Ex-Dividend Date



27 October 2025

:

Dividendrecorddate



28 October 2025 (9:00
am CET)-11November
2025 (5:30pmCET)

:

Election period in relation to Ferrovial shares held through
a custodian as a participant in Euroclear Nederland or
Iberclear



28October (9:00am
ET) - 11November 2025
(5:00pmET)

:

Election period in relation to Ferrovial shares held through
a custodian as a participant in DTC or a holder of shares
in Registered Form



20November 2025

:

Announcement of Ratio and the number of
Ferrovialshares tobedelivered



From 3 December 2025

:

Dividend payment date in cash and delivery of
Ferrovial share


If relevant changes to the timetable are made, they will be announced to the market.

Election facilities will be made available via the bank or broker where Ferrovial shares are administered at the start of trading on 28 October 2025. Ferrovial shareholders are requested to indicate their choice within the election period set forth above, through their bank or broker, or directly as may be appropriate, to:

(1)

ING Bank N.V., if you are a holder of shares through a custodian that is a participant in Euroclear Nederland or Iberclear;



(2)

DTC, if you are a holder of shares through a custodian that is a participant in DTC; and



(3)

Computershare Trust Company, N.A., in accordance with the election form issued, if you are a holder of shares in Registered Form.

Payment of the cash dividend and delivery of Ferrovial shares, with settlement of fractions in cash, if required, will take place from 3 December 2025 onwards on the basis of share entitlements on the dividend record date.

Settlement in cash of fractions, if required, will take place based on the volume weighted average price of all traded Ferrovial shares on the Spanish Stock Exchanges on 7, 10 and 11 November 2025.

This document is made available by publication on Ferrovial's website and is the documentreferredtoinarticle 1paragraph4subhandarticle 1paragraph5sub gof theEUProspectusRegulation(2017/1129).IfnewFerrovial shares areissued as share dividend, they will rank paripassu in all respects with Ferrovial's existing shares and will be offered and admitted to trading on the Spanish Stock Exchanges,EuronextAmsterdamandNasdaqwithout aprospectus.More informationontherightsattachedtoFerrovialsharescanbefoundat www.ferrovial.com/en/ir-shareholders/corporate-governance/rules-of-organization/ and more information about Ferrovial can be found at www.ferrovial.com/en/ir-shareholders/.

Forward-lookingstatements

This announcement contains forward-looking statements, which include statements with respect to the Company's interim scrip dividend, including the expected main milestones and timing of the scrip dividend process. Any express or implied statements contained in this announcement that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding payment and timing of the scrip dividend, as well as statements that include the words "expect," "will," "intend," "plan," "believe," "project," "forecast," "estimate," "may," "should," "anticipate" and similar statements of a future or forward-looking nature. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: risks related to our diverse geographical operations; risks related to our acquisitions, divestments and other strategic transactions that we may undertake; the impact of competitive pressures in our industry and pricing, including the lack of certainty and costs in winning competitive tender processes; general economic and political conditions and events and the impact they may have on us, including, but not limited to, volatility or increases in inflation rates and rates of interest, increased costs and availability of materials, and other ongoing impacts resulting from circumstances including changes in tariff regimes, the Russia/Ukraine conflict, and the Middle East conflict; the fact that our business is derived from a small number of major projects; cyber threats or other technology disruptions; our ability to obtain adequate financing in the future as needed; our approach to dividend or other distribution determinations and the ability to pay dividends at current levels; our ability to maintain compliance with the continued listing requirements of Euronext Amsterdam,theNasdaq Global Select Market and the Spanish Stock Exchanges; lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be subject to; our ability to comply with ourESG commitments or other sustainability demands; the impact of any changes governmental laws and regulations, including but not limited to tax regimes or regulations; and the other important factors discussed underthecaption"RiskFactors"inourAnnual ReportonForm20-Ffiled withthe

U.S. Securities and Exchange Commission ("SEC") for the fiscal year ended December 31, 2024 which is available on the SEC website at www.sec.gov,assuch factors may be updated from time to time in our other filings with the SEC. Any forward-lookingstatements containedin this announcement speak only asofthe date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law. Forward-looking statements in this announcement are made pursuant to the safe harbor provisions contained in the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be coveredbyrelevant safeharborprovisionsforforward-lookingstatements(ortheir equivalent) of any applicable jurisdiction.

AboutFerrovial

Ferrovial, a leading global infrastructure operator, is committed to developing sustainablesolutions.Thecompanyoperates inmorethan15countriesandhasa workforce of over 25,000 worldwide. Ferrovial is triple listed on the Dutch and Spanish Stock Exchanges and on Nasdaq and is a member of Spain's blue-chip IBEX 35 index. It is part of the Dow Jones Sustainability Index and FTSE4Good, and strives to conduct its operations in compliance with the principles of the UN Global Compact, which the company adopted in 2002.

SOURCE Ferrovial