About the report

The Report

Management Report

The following section and chapters form the Management Report within the meaning of the article 2:391 of the Dutch Civil Code:

• Letter from the Chairman.
• 1. In two minutes, comprising key figures of the company in 2023 and company’s business model.
• 2. Value Creation, including strategy and a description of businesses performance information.
• 3. Ferrovial in 2023, including our financial and ESG performance.
• 4. Corporate Governance, including the Corporate Governance Report with a subsection about diversity, ethical and responsible management and Risks section but excluding the Remuneration Report.
• 5. Appendix, including the Alternative Performance Measures and the detail of other non-financial frameworks, excluding the Assurance Report of the independent auditor.

The Management Report has been prepared by the Board of Directors on February 27, 2024.

Remuneration Report

The Remuneration Report within the meaning or article 2:135b of the Dutch Civil Code (and the Dutch corporate governance code) is included on the pages 196 to 227 and has been prepared by the Board of Directors on February 27, 2024.

Consolidated Financial Statements

The Consolidated Financial Statements, covering pages 346 to 451, have been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code and EU-IFRS, by the Board of Directors on February 27, 2024.

Separate Financial Statements

The Separate Financial Statements, covering pages 452 to 479, have been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code, by the Board of Directors on February 27, 2024.

Other Information

For the “Other Information” within the meaning of the Article 3:392 of the Dutch Civil Code, please refer to page 480. This section includes the independent auditor’s report and a representation of the provisions in the articles of association on profit appropriation.

Non-financial information

This Integrated Annual Report has also been prepared in accordance with the requirements of Dutch and Spanish laws. It complies with the following requirements on non-financial information:

• EU Directive 2014/95/EU on non-financial information implemented through the Besluit bekendmaking niet-financiële informatie (Dutch law) and the 11/2018 law on non-financial information and diversity (Spanish law).
• Regulation (EU) 2020/852 and the Delegated Regulations that complement it (Taxonomy Regulation), by including Eligibility figures for the six environmental objectives, Alignment figures for climate objectives and qualitative information about Accounting policy, Assessment of compliance with Regulation (EU) 2020/852 and contextual information.

Also during the development of the Integrated Annual Report the following standards and frameworks have been taken into consideration:

• Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) including information relating to governance, strategy, risk management and indicators and objectives related to climate change.
• GRI Sustainability Reporting Standards of the Global Reporting Initiative (GRI).
• Sectoral indicators of the Sustainability Accounting Standards Board (SASB).

Ferrovial’s consideration of the principles related to the content of the Report, such as materiality, stakeholder engagement, Taxonomy and Sustainability Strategy, are described in the Appendix.

Limited assurance on the selected sustainability information

Ferrovial has engaged EY to perform a limited assurance engagement on selected sustainability information in this integrated annual report. The selected sustainability information in the scope of the assurance engagement consists of the sustainability information included and referred to in the tables in appendixes Non-financial information and diversity reference table (Dutch Law) and Contents of Non-Financial Information Statements (Spanish Law) of the integrated annual report 2023. Refer to pages 342-344 for the limited assurance report of the independent auditor on the selected sustainability information.

Ferrovial SE is a company existing under the laws of the Netherlands. Its legal form is a European public liability company. The corporate seat of the company is in the Netherlands. The company is registered in the Dutch Commercial Register of the Chamber of Commerce.

The company was originally incorporated as a public limited company under the laws of England and Wales and converted to a European public limited liability company under the laws of England and Wales on 13 December 2018. On 26 of March 2019, the company transferred its registered office to Netherlands. Ferrovial became the parent company of the Ferrovial group, as a result of the reverse cross-border merger between the former parent company, renamed Ferrovial SE when the merger was effective. By means of the Merger, which became effective on 16 June 2023, the Company acquired all Ferrovial, S.A.’s assets and liabilities of under universal title.

The divestment of the Services businesses that were in the process of being sold was completed in 2022. The remaining non-divested Services businesses have been reported under the Ferrovial Energy Infrastructures and Mobility business line. However, as explained throughout the report, a partial reorganization was approved in January 2024 whereby the Energy Solutions business line, which is currently part of the Construction Division, and the Energy Infrastructures business line, which until January 2024 was part of the Energy Infrastructures and Mobility Division, will be merged. The resulting Business Division is called Ferrovial Energy. From now on, the mobility business line and the rest of the services businesses, which until then formed part of the Energy Infrastructures and Mobility Business Division, will be managed separately.

The non-financial information for the 2022 financial year includes in the perimeter the companies of the Services division over which Ferrovial had operational control during the previous financial year to report on all aspects and impacts of the business.

In relation to the scope of consolidation, during 2023 an agreement was reached to sell 89.2% of the Azores toll road in Portugal to Horizon and RiverRock infrastructure funds. The sale resulted in a pre-tax capital gain of 39 million euros for Ferrovial.