Remuneration Report

Dear Shareholder,

On behalf of the Nomination and Remuneration Committee, I am pleased to present Ferrovial’s 2025 Annual Report on Directors’ Remuneration (ARDR). Our compensation framework remains focused on long-term value creation, robust governance, and alignment with shareholder interests.

2025 Compensation Outcomes
The Committee reviewed performance against pre-established metrics and approved the annual variable incentive for 2025 at 148.0% of target for the Chairman and 143.6% for the Chief Executive Officer. Details of the goals and outcomes are provided in Section 3 of the report.

The 2022–2024 cycle of the Long-Term Incentive Plan was carried out in March 2025. The payout level was at 90% of its maximum.

Shareholder Support and Policy Enhancements

At the 2025 Annual General Shareholders’ Meeting, shareholders approved a revised Remuneration Policy with over 95% voting in favor. Support for the rest of remuneration-related agenda items at the meeting was also strong, consistent with previous years’ results.

At the 2026 AGM, we will propose the 2026–2028 Long-Term Incentive Plan, which maintains continuity with the existing model and remains aligned with our long-term strategy.

Board Composition and Governance

During 2025, Ferrovial’s Board has been made up of 12 members (currently 11 following the resignation of Ms. Alicia Reyes effective 19 January 2026). During 2025, women represented 33% of the Board. Excluding Executive Directors, this percentage rises to 40%, surpassing the mandatory quota envisaged in Dutch law. The Committee remains committed to a diverse and well-balanced Board that supports Ferrovial’s strategic priorities.

Closing Remarks

The Committee remains focused on maintaining a remuneration framework that is performance-driven, transparent, and aligned with Ferrovial’s long-term commitments. In accordance with applicable regulations, this report will be submitted to an advisory vote at the 2026 Annual General Shareholders’ Meeting.

Sincerely,
Bruno Di Leo
Chairman, Nomination and Remuneration Committee

2.1 . MAIN ASPECTS OF THE POLICY

The current Remuneration Policy for the directors of Ferrovial (the “Directors”) is the one approved, at the proposal of Ferrovial’s Board of Directors (the “Board of Directors”), by Ferrovial’s general shareholders’ meeting (the “General Shareholders’ Meeting” or the “General Meeting”) held on 24 April 2025.

The Directors’ Remuneration Policy can be accessed at the following link: 6-directors-remuneration-policy-2025-eng.pdf.

The Remuneration Policy establishes a competitive remuneration package that promotes the long-term development of the Company, avoids the assumption of excessive or inappropriate risks and aligns the interests of Ferrovial’s professionals with those of the shareholders.

In addition, the economic environment, the Company’s results, the strategy of the Ferrovial Group (the “Group”), legal requirements and best market practices are taken into consideration when defining the Remuneration Policy.

2.2. COMPARABLE COMPANIES USED TO DETERMINE THE REMUNERATION POLICY

The Nomination and Remuneration Committee periodically assesses market information in relation to remuneration levels, mix and practices.

Specifically, up to the date of preparation of this report, various analyses have been carried out on the remuneration of Executive Directors and Directors in their capacity as such, with the support of external advisors of recognized prestige in the field.

With regard to the Executive Directors, the market that is used as a benchmarking by the Nomination and Remuneration Committee to establish the different components of the remuneration is established based on the following criteria:

• sufficient number of companies to obtain representative and statistically reliable and sound results;
•  size criteria: turnover, market capitalization, assets, number of employees and geographic scope;
• area of responsibility: companies mainly listed in IBEX35, AEX25 and S&P500 and multinationals in the sector; and
• sectoral distribution: multi-sector sample with relevant presence of construction, infrastructure and energy companies
• consistency with the comparison group established to measure Relative Total Shareholder Return in the Long-Term Incentive Plan.

Therefore, Canadian Pacific Kansas City Limited, Exelon and Norfolk Southern have been included this year’s group replacing Banco Santander, BBVA and Inditex.

Ferrovial is positioned between the 25th percentile and the median in revenues, at the median in total assets, and above the 75th percentile in market capitalization, compared with the 26 companies included in the comparison group.

The Committee considers market information in the decision-making process but does not apply a mechanical approach in determining remuneration levels.

2.3. REMUNERATION OF EXECUTIVE DIRECTORS

The total remuneration of Ferrovial’s Executive Directors is made up of different remuneration elements, consisting mainly of the following: (i) fixed remuneration, (ii) annual variable remuneration and (iii) long-term variable remuneration.

2.3.1. Details of the remuneration elements of Executive Directors

The elements that make up the remuneration of the Executive Directors are as follows:

Long-term savings schemes (applicable only to the Chief Executive Officer)

Ferrovial does not have obligations contracted or for pensions with any member of the Board of Directors.

In accordance with the provisions of Ferrovial’s current Directors’ Remuneration Policy, the Chief Executive Officer may participate in a deferred remuneration scheme that will only become effective when the Director leaves the Company by mutual agreement with the Company upon reaching a certain age and therefore, there are no consolidated rights.

The Chief Executive Officer, Mr. Ignacio Madridejos, participates in this deferred remuneration scheme in accordance with the provisions of his mercantile contract signed with the Company.

To cover this extraordinary remuneration, the Company makes annual contributions to a collective savings insurance policy, of which the Company itself is the policyholder and beneficiary, quantified according to a certain percentage that has been set, for 2025, at 20% of the Total Annual Remuneration (fixed remuneration plus target annual variable remuneration of 100%) of the Chief Executive Officer.

The right of the Chief Executive Officer to receive extraordinary remuneration shall be incompatible with the collection of any compensation that the Director may be entitled to receive as a result of the termination of their relationship with the Company.

In this regard:

• Any remuneration granted will be in accordance with applicable laws and regulations.
• Activity cash flow: the sum of the Operating Cash Flow before Taxes and Net Investment Cash Flow, and the lease payments according to IFRS 16 excluding financial interests received, investment or divestment transactions not committed at the start date of the Plan, as well as operating cash flows related to such investments.
• CO2 emissions: The decrease in CO2 equivalent tonnes, taking the base year of 2009 as a reference for 2023 and 2024 grants and the decrease in CO2 equivalent tonnes, taking the base year of 2020 as a reference in 2025. In order to compare the information, the percentages of CO2 emission reductions for the year 2024 are detailed below: on target 25.21%, at maximum 28.58%.
• Diversity: Ensure that no gender represents less than a certain % of the Ferrovial’s leadership team (FLT) compared to the total number of members of that group.
• Belonging and Inclusion: the arithmetic mean of the scores for the ‘Belonging & Inclusion’ item in the Employee Opinion Survey for the years 2025, 2026, and 2027.
• Health and safety: Reduction in the frequency rate of serious and fatal accidents, which is calculated as the number of serious and fatal accidents multiplied by 1,000,000 and divided by the total number of hours worked applied to Ferrovial and its contractors taking 2022 as a reference.

For all the above metrics, intermediate values shall be calculated by linear interpolation between the different thresholds.

• Relative TSR: Total Shareholder Return (TSR) compared to the following groups of companies:
  • For the 2023-2025 Plan – First grant and second grant: ACS, CCR, Granite, BIP, AdP, Fraport, Sacyr, Getlink, Eiffage, Vinci, Tutor Perini, Skanska, Balfour Beatty, Transurban, SNC Lavalin, Webuild and AENA.
  •  For the 2023-2025 Plan (third grant): the TSR metric has been split into two parts: 70% TSR, with a greater emphasis on the infrastructure sector peer group (ACS, AENA, Brookfield I.P., Sacyr, Eiffage, Fraport, Granite, AdP, Transurban, Vinci, Acciona, Fluor, Webuild, Skanska, Tutor Perini), and 30% TSR compared to the S&P 500 index

TSR is understood as the evolution of “Total Shareholder Return” index (hereinafter “TSR”) of the Company, for the three financial years closed subsequently to the corresponding Unit Allocation Date which must be above a certain position on the TSR ranking among a group of comparison entities, for the same measurement period (hereinafter, the “Measurement Period”). TSR shall mean the index measuring the value generated for the shareholder according to the following formula: TSR = (Quotation at the closing of Measurement Period – Quotation at the beginning of Measurement period + Dividends or related items) / Quotation at beginning of Measurement Period. For determining the quotation at the beginning and end of the Measurement Period, the arithmetic average of the closing price of the 15 prior and subsequent trading days to the last trading day of the corresponding year (excluding the trading session of the last working day) shall be used.

With regard to the remuneration mix, Ferrovial’s remuneration policy establishes an appropriate balance between fixed and variable components of remuneration. The weight of remuneration at risk for Executive Directors is at least 75% of total remuneration for a maximum scenario that envisages a maximum long-term incentive award and over-achievement of targets. The following tables detail the level of total remuneration, as well as the remuneration mix for a scenario of minimum and maximum compliance with targets:

• The maximum value assumes that the maximum annual variable remuneration (190% of the fixed remuneration for the Chairman and 150% of the fixed remuneration for the Chief Executive Officer) and the maximum annualized long-term variable remuneration (150% of the fixed remuneration) would accrue.
• The value of the maximum annualized long-term variable remuneration is defined based on the initial share price at the grant date. The potential variation of the share during the target measurement period is not taken into account.

2.3.2. Shareholding Policy

Once the shares or stock options or rights over shares corresponding to the remuneration systems have been delivered, the Executive Directors may not transfer their ownership or exercise them until a period of at least three years has elapsed.

An exception is made in the case where the Director maintains, at the time of the transfer or exercise, a net financial exposure to the variation in the price of the shares for a market value equivalent to an amount of at least twice their annual fixed remuneration through the ownership of shares, options or other financial instruments.

The foregoing shall not apply to shares that the Director needs to dispose of, where appropriate, in order to meet the costs related to their acquisition or, subject to the favorable opinion of the Nomination and Remuneration Committee, in order to deal with extraordinary situations that so require (See section 8 “Compliance with Corporate Governance Requirements” in the Corporate Governance Report).

2.3.3. Malus and Clawback Clauses

Within the framework of the Remuneration Policy, the Executive Directors’ contracts include malus and clawback provisions that allow the Company to reduce or recover up to 100% of variable compensation—whether paid in cash or shares—when, within three years from payment, it is determined that the award was based on inaccurate data that had a materially negative impact on the Company’s financial results. Determinations regarding these circumstances fall under the authority of the Board of Directors, which may rely on reports from advisory committees and may offset amounts to be recovered against future variable compensation.

The Nomination and Remuneration Committee may propose the cancellation of variable compensation in such situations and assess whether exceptional cases warrant the termination of the relationship with the relevant executive.

In line with Dutch law, the Board may reduce or require repayment of variable remuneration if payment would be unreasonable under principles of reasonableness and fairness, or if the award was granted based on incorrect financial or other data. The Company is also empowered under Dutch civil law to reclaim variable compensation awarded on the basis of inaccurate information.

Additionally, variable components of remuneration are subject to any clawback policy adopted by the Company to comply with applicable laws and regulations, including those of the SEC and any U.S. stock exchange on which the Company is listed, regardless of whether such policies were in place at the time of grant or payment.

2.3.4. Terms and Conditions of Contracts, including Severance Payments and Non-Compete Covenants

The most relevant conditions of the Chairman’s contract are described below:

• Duration: Indefinite.
• Cases of termination and compensation: termination of their contract for any reason whatsoever shall not entitle them to any compensation.
• Exclusivity: The Chairman shall provide services exclusively to the Company and the Ferrovial Group and may not, unless expressly authorized, provide any kind of services to third parties, whether directly or indirectly.
• Non-competition: the contract contains a post-contractual non-competition obligation for a period of two years remunerated with two annuities of their fixed remuneration.
• Recovery clause: as indicated in section 2.3.3 above.

The most relevant conditions of the Chief Executive Officer’s contract are described below:

• Duration: Indefinite.
• Prior notice: in the event of termination for causes attributable to the Company, the latter must notify the Chief Executive Officer of the termination three months prior to the date of termination. Should this period not be complied with, the Company must disburse a sum equivalent to the remuneration corresponding to the period of advance notice remaining.
• Cases of termination and compensation: The Contract shall be terminated by the sole will of the Company expressed by means of a resolution of the Board of Directors. It shall also be immediately and automatically terminated in the event of (i) dismissal or non-renewal of the Chief Executive Officer as a director by the General Shareholders’ Meeting; or (ii) the revocation in whole or in part, as the case may be, of the powers delegated to them by the Board of Directors or of the powers granted to them by the Company. In the event of termination, they shall be entitled to gross compensation equal to the greater of the following two amounts: (i) the amount resulting from adding the annual amount of the fixed remuneration and the annual variable target remuneration corresponding to the year in which the contract is terminated; or (ii) the amounts accumulated on the date on which the contract is terminated in the extraordinary deferred remuneration plan referred to in the Long-Term Savings System with the limit of two annual payments of the total annual remuneration (See section 8 “Compliance with Corporate Governance Requirements” in the Corporate Governance Report).
• Exclusivity: The Director is obliged to provide services exclusively to the Company and may not sign contracts with other companies competing
  with Ferrovial, either alone or through intermediaries, family members or otherwise, that imply effective competition with Ferrovial’s activities.
• Non–competition: 50% of the amount that could be received in the event of termination will be subject to compliance with the 2-year postcontractual
  non-competition agreement.
• Recovery clause: as indicated in section 2.3.3 above.

2.4. REMUNERATION OF DIRECTORS IN THEIR CAPACITY AS DIRECTORS

In accordance with the approval of the Directors’ remuneration policy, the total maximum amount stands at €2,280,000, which would apply during the time the current Directors’ remuneration policy is in force (including 2026):

The fixed emolument is paid in quarterly settlements, and the rest at the end of the year.

Directors may receive a maximum of 20% of their total annual remuneration in their capacity as such in shares. Award of these shares (i) is not linked to any performance metrics; and (ii) is a long-term investment, subject to a holding period of the earlier of three years or the end of their term as Director.

The amounts mentioned above may be amended each year by the Board of Directors within the framework of Article 8.5.3 of the Articles of Association, the Directors’ remuneration policy in force at any given time and within the maximum annual amount approved by the General Shareholders’ Meeting.

If the maximum amount of annual remuneration for all Directors is exceeded, the fixed emolument shall first be reduced proportionally to each Director according to their condition.

If the maximum amount of annual remuneration for all Directors is not reached, the Board shall decide in accordance with the powers granted to it.

3.1. EVOLUTION AND IMPACT OF THE RESULTS OF THE VOTES OBTAINED AT THE GENERAL SHAREHOLDERS’ MEETING

The following table shows the evolution of the advisory vote of the General Shareholders’ Meeting on the annual report on remuneration over the last three financial years:

The level of support obtained at the General Shareholders’ Meeting held on 24 April 2025, for the items on the agenda relating to remuneration was in line with that of previous years.

As usual, and during the second quarter of 2025, the Nomination and Remuneration Committee reviewed in depth the comments, recommendations and suggestions received from institutional investors and proxy advisors to make further progress in corporate governance.

Section 5 describes all the measures carried out during the 2025 financial year.

3.2. IMPLEMENTATION OF THE DIRECTORS’ REMUNERATION POLICY IN 2025

The Board of Directors and the Nomination and Remuneration Committee have strictly applied the Remuneration Policy following the principles established therein.

The remuneration accrued in the 2025 financial year has followed the terms of the Remuneration Policy approved by the General Shareholders’ Meeting held on 24 April 2025. It is noted that there has been no deviation from the procedure for the application of the remuneration policy that the limits in force have not been exceeded, and that no temporary exception has been applied to it.

3.3. REMUNERATION OF EXECUTIVE DIRECTORS ACCRUED IN 2025

During the financial year 2025 the Board of Directors had two Executive Directors: Mr. Rafael del Pino y Calvo-Sotelo, Chairman, and Mr. Ignacio Madridejos Fernández, Chief Executive Officer. The Chairman’s contract was amended in 2025 to align the contractual relationship between Ferrovial and its Chairman with that of other Dutch multinational groups, bringing it in line with market standards. No material changes have been made to the substantive conditions of the contract. The Chief Executive Officer’s contract was not amended during the year. Section 2.3. details the remuneration elements that make up their remuneration. The remuneration mix for Executive Directors establishes an appropriate balance between fixed and variable components of remuneration (excluding board fees and perquisites). The following charts show the weight of each of the remuneration components accrued in 2025 for the Chairman and the Chief Executive Officer:

Below is a description of each of the components of Executive Directors’ remuneration:

3.3.1. Fixed Remuneration

The amount of fixed remuneration in their capacity as Executive Directors for the 2025 financial year amounted in aggregate to €3,250 thousand, broken down as follows:

• €1,650 thousand for the Chairman.
• €1,600 thousand for the Chief Executive Officer.

Information on their fixed emolument and attendance fees, as well as for the rest of the Directors in their capacity as such, can be found in section 3.5.

3.3.2. Variable Remuneration

The variable remuneration of the Executive Directors is linked to various corporate metrics related to results and profitability.

In accordance with the current remuneration policy, the short and long-term variable remuneration systems incorporate measures that take into
account possible variations in the Company’s results:

• Both the annual variable remuneration and the long-term variable remuneration include defined scales of achievement that take into account the economic-financial and operational targets of the Company’s strategic plan, and the creation of value for the shareholder. Thus, changes in the Company’s performance, in the short and the long term, will have a direct impact on the amount of variable remuneration.
•  In the case of annual variable remuneration, extraordinary results that could introduce distortions are eliminated.
•  The variable annual and long-term remuneration only accrues after the date of preparation of the corresponding annual accounts.
• All variable remuneration is subject to a recovery clause that allows the Company to claim from Executive Directors the reimbursement of the variable components of remuneration when these have been paid on the basis of data whose inaccuracy is subsequently proven.
• An obligation to hold shares is established, in the case of long-term variable remuneration.
•  The Committee has carried out the evaluation process to determine the degree of attainment of the objectives. In this process, the Committee has been able to avail of the support of the Finance Department, responsible for management control of the Group, which facilitates the financial results of the Group duly audited and verified by the Audit and Control Committee. These results have also been verified by the external auditor.

a. Annual Variable Remuneration

The Executive Directors receive an annual variable remuneration to reward the creation of value through the achievement of the targets taken into account in the Group’s strategic plans.

In 2025 the level of payout is as follows:

• For the Chairman, €3,053 thousand, which is 148.0% of the target (97.4% of the maximum possible and 185.0% of the 2025 fixed remuneration).
• In the case of the Chief Executive Officer, €2,298 thousand, which is 143.6% of the target (95.8% of the maximum possible and 143.6% of the 2025 fixed remuneration).

b. Long-term Variable Remuneration

Executive Directors receive variable remuneration in the long term to reward the creation of sustainable shareholder value over the long term.

In accordance with the current remuneration policy, and as detailed in section 2.3, the maximum value of the units granted under the Long-Term Incentive Plans, at grant date prices, may reach up to 150% of the fixed remuneration of the Executive Directors.

In 2025 the delivery of the shares corresponding to the grant of the 2022 Plan, whose target measurement period comprised the period 2022-2024, has taken place. The incentive level for the Chairman and the Chief Executive Officer amounted to € 2,049 thousand, corresponding to the relevant 50,760 shares valued as of 18 March 2025 for each of the executive directors. This number of shares delivered is equivalent to 90% of those initially granted.

The first grant of the 2023-2025 Plan expired in 2025, with a target measurement period of 2023-2025. The number of shares to be delivered in 2026 will be equivalent to 85.15%% of the units granted in 2023:

The following long-term incentive plans were in force at the end of 2025:

• The first grant of the 2023-2025 Plan, whose target measurement period covers the period 2023-2025.
• The second grant of the 2023-2025 Plan, whose target measurement period covers the period 2024-2026.
• The third grant of the 2023-2025 Plan, whose target measurement period covers the period 2025-2027.

The following table shows the movements of the share-based remuneration systems and gross profit from consolidated shares.

3.3.3. Other Items of Remuneration of Executive Directors in 2025

Payment in kind

The Company has subscribed life insurance policies to cover the risk of death or incapacity of the Executive Directors. For 2025, the amount of the life insurance premium has risen to:

• €12 thousand for the Chairman.
• €7 thousand for the Chief Executive Officer.

During 2025, the current Chief Executive Officer, Mr. Ignacio Madridejos, has been allocated the amount of €31 thousand as other remuneration in kind corresponding to a company car and health insurance. In the case of the Chairman, €3 thousand was allocated as tax advice.

Long-Term Savings Schemes and Other Remunerations

Deferred remuneration plan for the CEO:

Mr. Ignacio Madridejos participates in a deferred remuneration scheme. This is extraordinary deferred remuneration, which will only be made effective once the relationship with the Company terminates by mutual agreement, upon attainment of a certain age, with no other consolidated rights existing (see 2.3.1).

The contributions made in this respect in 2025 amounted to €642 thousand, with the total accumulated at the closing date of this report amounting to €3,397 thousand for Mr. Ignacio Madridejos.

In addition, at the date of issue of this Report, no additional remuneration has been accrued to the Directors as consideration for services rendered other than those inherent to their position.

3.3.4. Terms and Conditions of Contracts, Including Severance Payments and Non-Compete Covenants

The terms and conditions of the Directors’ contracts applicable in 2025 are the same as those set out in section 2.3.4. above.

3.4. EVOLUTION OF REMUNERATION OF EXECUTIVES

The following tables show the evolution over the last five years of the remuneration of the Executive Directors.

With respect the remuneration as recorded as expense by the Company in financial year 2025, the Company recorded an expense for the share-based compensation plans under IFRS 2 in fiscal year 2025 relating to the 2022, 2023, 2024, and 2025 Performance Share Plans, amounting to EUR 1,235 thousand for the Chairman and EUR 1,827 thousand for the Chief Executive Officer.

3.5. REMUNERATION OF THE DIRECTORS IN THEIR CAPACITY AS SUCH

The total remuneration of the Directors in their capacity as such is of a fixed or attendance-based nature and is linked to their level of responsibility and dedication, guaranteeing their independence and long-term commitment.

The maximum total remuneration for 2025 for membership of the Board of Directors of the Company established in the Remuneration Policy in force during 2025 stands at €2,280 thousand.

•  Fixed emolument (including the remaining amount described below): In 2025 amounted to a total of €1,524 thousand.
• Attendance fees: The Directors receive a fixed sum for attending Board of Directors meetings and for their delegated or advisory Committees. In total, the amount of attendance fees paid in 2025 reached €756 thousand.

In accordance with the resolution taken at the Board of Directors May 2025 meeting, since the total remuneration of the Directors for that year did not reach the maximum annual amount established in the current Directors’ Remuneration Policy, the difference (amounting to €261 thousand for the entire Board of Directors) was distributed as fixed remuneration to the Directors, taking into account their length of service on the Board in 2025.

Therefore, the total amount paid in 2025 to the Directors for belonging to the Board, in their capacity as such, was €2,280 thousand. The following table shows the Directors to whom remuneration applies, in their capacity as such, in the 2025 financial year.

Ratio of compensation of the top executive and the average employee

In 2025, the Chairman’s total accrued remuneration amounted to €7,054 thousand (€6,767 thousand as Executive Director plus €287 thousand as board fees), the average total accrued remuneration amounted to €61 thousand, and the ratio of these amounts is 116.

Ferrovial has 22,609 employees and is present in 6 main markets (Spain, United States, Canada, United Kingdom, Poland and Latin America) where there are specific remuneration conditions. We determine the total accrued remuneration considering all remuneration elements (fixed compensation, board fees, annual variable remuneration, share-linked plans and remuneration in kind).

The Remuneration Policy is designed taking into account the Company’s strategy and the long-term results of the Company:

• The total remuneration of the Executive Directors is composed of different remuneration elements consisting mainly of:
  • Fixed elements, based on the level of responsibility of the position, the professional trajectory and market practice both, national and international, of comparable companies.
  • Annual variable remuneration to reward the creation of value through the achievement of the financial and non-financial targets.
  • Long-term incentives aimed at rewarding the creation of sustainable shareholder value over the long term.
• Long-Term Incentive Plans form part of a multi-annual framework to guarantee that the evaluation process is based on the long-term results. This remuneration is granted and paid mainly in the form of shares upon the basis of the creation of value, in such a way that the interests of managers are aligned with those of the shareholders.

• Variable compensation (short and long term) is linked to social, environmental and governance objectives (ESG). For example, and, among others, to employee health and safety ratios, environmental sustainability, belonging and inclusion, talent management and stakeholder relations.

In addition, Ferrovial has the following tools to ensure that the Remuneration Policy is not exposed to excessive risk and potential conflicts of interest:

• The Nomination and Remuneration Committee consists of five members, one of whom is also a member of the Audit and Control Committee. The cross-membership in these two Committees favors the consideration of the risks associated with remuneration in the deliberations of the Committees and in their proposals to the Board.
• The accrual of variable remuneration only occurs after the date of preparation of the corresponding annual accounts.
• In the case of annual variable remuneration, when determining the level of compliance with quantitative targets, extraordinary results that could
  introduce distortions are eliminated.
• Under circumstances where the objectives linked to variable remuneration are not met, the Executive Directors will only receive the fixed remuneration.
• There are no guaranteed variable remunerations.
•  For Executive Directors, the long-term element has a weighting of approximately 34-38% of total remuneration in a maximum performance scenario.
• To reinforce Executive Directors’ commitment to the long-term interests of the Company, the Remuneration Policy includes retention requirements and/or permanent holding of financial instruments.
• As explained in section 2.3.3. above, all variable remuneration is subject to a malus and clawback clause.
• Ferrovial has implemented a comprehensive risk management system called Ferrovial Risk Management (“FRM”) which includes risks related to potential conflicts of interest. The operation of the FRM is described in detail in the Annual Corporate Governance Report.

In addition, Article 13 of the Board Regulations, regarding risk management, is taken into account.

The remuneration systems for the Executive Directors described above implicitly include measures of control over excessive risk in their design. On the one hand, the qualitative targets of the CEO implicitly include a performance evaluation of the assumption of risks and compliance with the policies established for these purposes. The design of the Long-Term Incentive Plans with cycles of three years each, produces an interrelation of the results of each year, therefore acting as a catalyst for alignment with the long-term interests of the Company and prudent decision making.

5.1. PROCEDURES AND BODIES OF THE COMPANY INVOLVED IN THE REMUNERATION POLICY

At least every four years, the Company will submit the Remuneration Policy to a vote by the General Meeting, upon a proposal of the Board following the recommendation of the Nomination and Remuneration Committee. It is the Company’s policy to seek input from relevant stakeholders, including proxy advisors, when changes to remuneration arrangements are proposed.

The bodies involved in the approval of the Remuneration Policy are the Board of Directors, the Nomination and Remuneration Committee and the General Shareholders’ Meeting, the latter being the competent body for its approval, in accordance with article 8.5.2 of the Articles of Association, the Board Rules and current legislation.

The Board, with the proposal from the Nomination and Remuneration Committee, considers the following premises in order to establish the remuneration policy:

• The applicable legal regulations.
• The provisions established by the Articles of Association and the Board Rules (Article 38).
• The following internal criteria as regards Executive Directors:
  • Breakdown of the remuneration into fixed and variable targets.
  • Association with the variable remuneration with the achievement of corporate targets.
  • Alignment with Ferrovial’s interests through:

›     Periodic participation in plans linked to the share price and to certain metrics of profitability.
›     Recognition, in certain cases, of a deferred remuneration concept.
›     No commitments to pensions.

• The targets established in the Group’s strategic plan, which allow, among other things, to establish the metrics to which the annual and long-term variable remuneration is linked.
• Market data. See, in this respect, section 2.2

Likewise, the Nomination and Remuneration Committee, following good governance practices and recommendations, uses reports prepared by independent external advisors. In 2025, WTW and Georgeson provided services in relation to various remuneration matters, including benchmarking against national and international comparators, and KPMG assisted as external advisor in the Board’s annual self-assessment process.

5.2. COMPOSITION AND FUNCTIONS OF THE NOMINATION AND REMUNERATION COMMITTEE

The following table shows the experience and knowledge of the members of the Nomination and Remuneration Committee:

The most important duties of the Nomination and Remuneration Committee include the following:

• The Nomination and Remuneration Committee identifies individuals qualified to become Directors, consistent with criteria approved by the Board, recommends that the Board select the director nominees to be presented by the Board to the General Meeting, and prepares the decision-making of the Board relating to the compensation of Directors and executive officers.
• The Nomination and Remuneration Committee (The “Committee”) assists the Board of Directors in the development, review, and application of the Company’s remuneration framework. It submits proposals on the remuneration policy applicable to Directors and prepares the annual remuneration report, ensuring transparency, consistency with the Company’s governance framework and compliance with applicable legal and regulatory requirements. It also verifies the accuracy of remuneration-related disclosures included in the Company’s corporate documentation.
• The Committee makes recommendations to the Board on the remuneration of individual Directors, including executive Directors, and on severance arrangements, in accordance with the approved remuneration policy. It further reviews and determines, or submits recommendations on, the remuneration of executive officers who are not Board members, the conditions of Senior Managers’ contracts, and incentive and equity-based compensation plans.
• The Committee oversees compliance with applicable clawback requirements and ensures proportionality and internal consistency of remuneration, with executive officers excluded from decisions relating to their own remuneration.

Lastly, in those cases where the law so provides, the approval of the mandatory matters is submitted to the General Shareholders’ Meeting, including the remuneration plans granted to the Executive Directors consisting of the delivery of shares, share option rights or which are linked to the value of the shares.

5.3. MAIN ACTIVITIES CARRIED OUT BY THE NOMINATION AND REMUNERATION COMMITTEE DURING THE 2025 FINANCIAL YEAR

In the 2025 financial year the Nomination and Remuneration Committee met 4 times. The following table shows the individual attendance of its members.

In addition, the Nomination and Remuneration Committee adopted certain written resolutions outside of these meetings. The following table shows the most relevant actions carried out by the Committee during 2025. It should be noted that the Company’s remuneration policy has been verified throughout the year.

In 2026, up to the date of approval of this report, the same activities have been carried out as in 2025.

5.4. OTHER INFORMATION OF INTEREST

Ferrovial has taken out civil liability insurance for the directors and executives of the Group companies of which Ferrovial is the parent company. Among these insured persons are the Directors. The premium paid in 2025 for the aforementioned insurance amounts to €1,594 thousand.

6.1. TOTAL REMUNERATION OF EXECUTIVE DIRECTORS (IN € THOUSAND)

6.2. TOTAL REMUNERATION OF NON-EXECUTIVE DIRECTORS (IN € THOUSAND)

6.3. RELATIONSHIP BETWEEN DIRECTORS’ TOTAL REMUNERATION, COMPANY PERFORMANCE AND PAY RATIO

The data reported in the following table for the years 2021 and 2022 are those reported in the Annual Directors’ Remuneration Reports corresponding to each fiscal year and in accordance with the Spanish legal requirements (perquisites not included in totals).

6.4. TOTAL REMUNERATION OF SENIOR MANAGEMENT

As well as Executive Directors, the members of the Senior Management of the Company have a remuneration package composed of their fixed and variable remuneration (annual and long-term), as well as other remuneration items. For the year 2025, they have jointly accrued the following remuneration: