PROPOSAL FOR THE RE-ELECTION AS DIRECTOR OF MR. SANTIAGO FERNÁNDEZ VALBUENA APPROVED BY THE NOMINATIONS AND REMUNERATIONS COMMITTEE OF FERROVIAL, S.A.

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1 English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail. PROPOSAL FOR THE RE-ELECTION AS DIRECTOR OF MR. SANTIAGO FERNÁNDEZ VALBUENA APPROVED BY THE NOMINATIONS AND REMUNERATIONS COMMITTEE OF FERROVIAL, S.A. 1.- Object of the proposal The present proposal is approved by the Nominations and Remunerations Committee of Ferrovial, S.A. (the Company ) to be raised before the Board of Directors, and by the latter to the General Shareholders' Meeting, and its subject is the re-election of Mr. Santiago Fernández Valbuena as a Director for a new term of three years as stipulated in the Bylaws. It is formulated pursuant to articles 529 decies section 4 of the Consolidated Text of the Capital Companies Act, approved by Legislative Royal Decree 1/2010, of the 2nd of July, ( Capital Companies Act or CCA ), 52 c) of the Bylaws and 28.2 a) of the Regulations of the Board of Directors, which demand the proposal of the Nominations and Remunerations Committee in cases of nomination or re-election of Independent Directors. 2.- Background The Nominations and Remunerations Committee has carried out, in conformity with recommendation 14 of the Good Governance Code for Listed Companies, an analysis of the current composition of the Board and its needs. The cited analysis shall be published on the website of the Company on the occasion of the call of the Ordinary General Shareholders' Meeting of the Company. 3.- Agreement proposed: "Re-elect as member of the Board of Directors with the category of Independent, the Director Mr. Santiago Fernández Valbuena for the term of three years stipulated in the Bylaws and counted from the date of the present agreement." 4. Category of Independent Director The Committee considers that Mr. Fernández Valbuena meets the conditions required by article 529 duodecies section 4 of the Capital Companies Act to be qualified as an Independent Director. 5. Competence, experience and merits of Mr. Santiago Fernández Valbuena The Nominations and Remunerations Committee, after the required analysis of the needs of the Board of Directors as regards its composition, has taken into consideration the following circumstances: Firstly, the Committee deems it appropriate to ensure the stability of the Board's composition at the current moment, considering the partial renewal which took place as a result of the recent admission of the new Directors, Mr. Howard L. Lance, and Mr. Óscar Fanjul Martín,

2 superseding Mr. Gabriele Burgio and Mr. Jaime Carvajal Urquijo, who had joined the Board in 2002 and 1999 respectively. Secondly, Mr. Santiago Fernández Valbuena, just like the other Directors whose re-election is proposed to the General Meeting, has a broad knowledge of the Company and its group, having contributed to its important development and internationalization over recent years. Director of Ferrovial since 2008, he has been a member of its Audit and Control Committee from that same year, and he has served as its Chairman since December Furthermore, he has been a member of the Nominations and Remunerations Committee since It is evident from the curriculum vitae of Mr. Fernández Valbuena that he has broad training and professional experience in corporate sectors different from those of Ferrovial. Bachelor of Science in Economics (Universidad Complutense of Madrid), and PhD and Master's Degree in Economics from Northeastern University of Boston. Since 2012, he has been a Director of Telefónica, S.A. He has served as Chairman of Telefónica Latinoamérica, Chief Strategy, Finance and Corporate Development Officer at Telefónica; Managing Director of Société Générale Valores and Head of Equities at Beta Capital; Professor of Applied Economics at the Universidad Complutense and Professor at IE Business School. As regards the work performance evaluation and effective commitment of the Director, from his re-election at the Ordinary General Meeting of 2013 and to date, the Committee has verified that he has maintained a high level of performance, attending the meetings, participating in them and contributing effectively to the steady progress of the group, both on the Board, as well as on the Audit and Control and Nominations and Remunerations Committees. The Committee assesses very positively: (i) the established experience and extensive work history of Mr. Fernández Valbuena; (ii) his broad knowledge of Ferrovial group; (iii) the evaluation of his performance; and (iv) his valuable contribution to the Board of Directors, to the Audit and Control, and the Nominations and Remunerations, Committees. 6.- Conclusion Bearing in mind all of the foregoing, and in view of article 529 duodecies, section 4 of the Capital Companies Act, this Committee proposes the re-election of Mr. Santiago Fernández Valbuena as Director of the Company, with the category of Independent. * * * NRC, 24 January Proposal Director SFV- 2/2

3 English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail. REPORT BY THE BOARD OF DIRECTORS OF FERROVIAL S.A. ASSESSING THE COMPETENCE, EXPERIENCE AND MERITS OF THE DIRECTOR, MR. SANTIAGO FERNÁNDEZ VALBUENA. 1.- Object of the Report The present report is drawn up by the Board of Directors of Ferrovial S.A. (the "Company ) to justify the reelection of Mr. Santiago Fernández Valbuena as Independent Director who prior to the proposal of the Nominations and Remunerations Committee, under the fifth point of the Agenda is subjected to the approval of the Ordinary General Shareholders Meeting of the Company. It is drawn up in compliance with the terms set forth in Article 529 decies, Subsection 5 of Consolidated Text of Capital Companies Act, approved by Royal Legislative Decree of July 1/2010, of July 2, ( Capital Companies Act or CCA ), which requires an evidencing report from the Board in which the competence, experience and merits of the proposed candidate are valued which shall be attached to the Minutes of Board or Meeting. 2.- Background The Nominations and Remunerations Committee, in compliance with Articles 529, decies, Subsection 4 of Capital Companies Act, and 52 d) of Bylaws and 28.2.b) of Board of Directors Regulation favourably reported the reelection of Mr. Santiago Fernández Valbuena as Director with the category of Independent Director. It is currently admissible to subject the General Meeting to the reelection of Mr. Fernández Valbuena as Director for a full statutory period of three years. 3.- The proposed Agreement is the following: "Reelect as Member of the Board of Directors in the category of Independent Director to the Director Mr. Santiago Fernández Valbuena for the statutory period of three years counted as of the date of the present agreement." 4.- Category of Independent Director The Board deems Mr. Fernández Valbuena meets the conditions required by Article 529 duodecies, Subsection 4 of Capital Companies Act so his reelection is held with the category of Independent Director. 5.- Competence, experience and merits of Mr. Santiago Fernández Valbuena The Nominations and Remunerations Committee, after the required analysis of the needs of the Board of Directors as regards its composition, has considered various circumstances shared by the Board. Board of Directors, 31 March, /2

4 Firstly, the Board of Directors deems it convenient to ensure the current stability of the Board's composition, considering the partial renewal which took place considering the partial renewal which took place as a result of the recent admission of the new Directors, Mr. Howard L. Lance, and Mr. Óscar Fanjul Martín, substituting Mr. Gabriele Burgio and Mr. Jaime Carvajal Urquijo, who had been admitted to the Board in 2002 and 1999 respectively. Secondly, Mr. Santiago Fernández Valbuena, as well as the rest of the Directors whose reelection is proposed to the General Meeting have broad knowledge of the Company and its group, having significantly contributed to its important development and internationalization during the last years. Director of Ferrovial since 2008, he has been a member of its Audit and Control Committee from that same year, and he has served as the Chairman as of December Furthermore, he is a member of the Nominations and Remunerations Committee since It is evident from the curriculum vitae of Mr. Fernández Valbuena that he has broad training and professional experience in corporate sectors different from those at Ferrovial. Degree in Economics (Universidad Complutense of Madrid), and PhD and Master's Degree in Economics from the Northeastern University of Boston. Since 2012, he served as Director of Telefónica, S.A. He has served as Chairman of Telefónica Latinoamérica, Chief Strategy, Finance and Corporate Development Officer at Telefónica; Managing Director of Société Générale Valores and Head of Equities at Beta Capital; Professor of Applied Economics at the Universidad Complutense and Professor at IE Business School. As regards the work performance evaluation and effective commitment of the Board Member, from his reelection in the Ordinary General Meeting of 2013, and to date, the Board declares it has maintained a high level of performance, assisting to the meetings, and participating in them by effectively contributing to the good performance of the group, both in the Board, as well as Audit and Control, and Nominations and Remunerations Committees. For all the foregoing, the Board values the following in a positive manner: (i) the established experience and extensive work history of Mr. Fernández Valbuena; (ii) his broad knowledge of Ferrovial Group; (iii) the evaluation of his performance; and (iv) his valuable contribution to the Board of Directors to the Audit, and Control, and the Nominations and Remunerations Committees. 6.- Conclusion In view of the foregoing terms, and with the approval of Article 529 duodecies Subsections 4 of Capital Companies Act, the Board of Directors deems Mr. Santiago Fernández Valbuena suitable to be reelected as Director of the Company with the category of Independent Director. Board of Directors, 31 March, /2

5 English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail. ORDINARY GENERAL SHAREHOLDERS MEETING FERROVIAL, S.A. 31 March 2016 Identity, curriculum and category of the Director whose reelection is proposed under the Item 5.7 of the Agenda. Below is disclosed the identity and the curriculum of the Director whose reelection has been proposed to the General Shareholders Meeting. The category, based on definitions contained in the applicable legislation, to which the proposed Director belongs to is also indicated. Santiago Fernández Valbuena Independent Director Degree in Economics (Universidad Complutense de Madrid); PhD and Master s Degree in Economics (Northeastern University, Boston). Director of Ferrovial since Since 2012 Director of Telefónica, S.A. Former Chairman of Telefónica Latinoamérica; Chief Strategy, Finance and Corporate Development Officer at Telefónica; Managing Director of Société Générale Valores and Head of Equities at Beta Capital; Professor of Applied Economics at the Universidad Complutense and Professor at IE Business School.

2. Co-opting in listed companies is to be governed by the provisions of this Act, with the following exceptions:

2. Co-opting in listed companies is to be governed by the provisions of this Act, with the following exceptions: Report submitted by the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A for the purposes set forth in article 529 decies of the Corporate Enterprises Act, in relation to the proposed resolution