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Consolidated financial statements at 31 December 2011 Ferrovial S.A. and Subsidiaries B) Performance-based share option plan On 17 December 2009, the Board of Directors approved a remuneration plan consisting of deliveries of shares of Ferrovial, S.A. The total number of shares that may be granted annually under this plan may not exceed 2,420,000 or 0.33% of Ferrovial, S.A.’s share capital. The plan consists of the allocation to beneficiaries of a number of units that will serve as a basis in order to determine the final number of shares that they will be able to receive as a result of their participation in the plan. The plan duration is three years and units will be assigned on an annual basis in 2010, 2011 and 2012. The shares will be delivered, as the case may be, in the year of the third anniversary of the allocation of the corresponding units. Delivery is conditional upon at least three years’ service at the Company (barring special circumstances), subject to the achievement during this period of ratios based partly on activity cash flows and partly on EBITDA as a percentage of net productive assets. The plan is aimed at managers, members of the Board of Directors of Ferrovial, S.A. who discharge executive duties and senior executives reporting directly to the Board or its delegated bodies. The application of this programme to senior executives was authorised by the Annual General Meeting held on 29 June 2010. The changes in the aforementioned remuneration schemes in 2011 and 2010 are summarised as follows: 2011 2010 Number of shares at beginning of the year 2,302,300 0 Plans granted 2,050,478 2,302,300 Options surrendered -168,134 - Options exercised -67,044 - Number of shares at end of the year 4,117,600 2,302,300 This plan has a duration of three years and awards will be made on an annual basis under this plan. The main requirements established for delivery of shares to the employees under the plan include the following: Service at the Company for three years from the date of execution barring certain exceptional causes. Achievement of ratios based on cash flows from operating activities and the ratio between EBITDA and net productive assets during that period. Every year a calculation is made of the levels that those ratios must reach during the award period for beneficiaries to be entitled to delivery of all of the shares or a proportional amount thereof. The staff costs at Ferrovial for these remuneration schemes amounted to EUR 8 million in 2011 (EUR 3 million in 2010). 35. Information on transactions with related parties Approval of transactions In accordance with the Board of Directors Regulations, all professional or commercial transactions involving Ferrovial, S.A. or its subsidiaries and the persons referred to below require the authorisation of the Board of Directors, subject to a report from the Audit and Control Committee. In the case of ordinary transactions involving Ferrovial, S.A. the general approval of the Board of Directors will suffice. This authorisation is not necessary, however, for transactions that simultaneously fulfil the following three conditions: 1. Performed under contracts containing standard terms and conditions and applied en masse to numerous customers. 2. Effected at prices or rates established on a general basis by the party acting as the supplier of the good or service in question. 3. Amount does not exceed 1% of the Company’s annual income. The following persons are subject to these rules: - Directors of Ferrovial, S.A. The person requesting authorisation must vacate the meeting room while the Board deliberates and votes and may not exercise or delegate his or her voting rights. - Controlling shareholders. - Natural persons representing directors that are legal persons. - Senior executives. - Other managers designated individually by the Board of Directors. - Persons related to the persons listed above, as defined in the Board of Directors Regulations. Ferrovial, S.A. Consolidated financial statements at 31 December 2011 94
Consolidated financial statements at 31 December 2011 Ferrovial S.A. and Subsidiaries Related party transactions The most significant arm’s length transactions with related parties carried out in 2011 in the ordinary course of the Company’s and the Group’s business are analysed below. The Company provides this information in compliance with the definitions and criteria set forth in Ministry of Economy and Finance Order EHA/3050/2004 of 15 September, and in CNMV Circular 1/2008, of 30 January. Where the profit or loss from a transaction cannot be stated, as it pertains to the entity or individual supplying the related good or service, the transaction has been marked with an asterisk (*). Significant shareholders The following table contains a breakdown of the most significant transactions carried out in 2011 with significant shareholders, with members of the “controlling family group” (except for the natural persons who are in turn the Company's directors, included in the following section) or entities related through shareholdings to persons from the “controlling family group” (1): Name/ Company name Members of “controlling family group” / their related entities Ferrovial Group company Ferrovial Agromán, S.A. / subsidiaries Nature of transaction Type of transaction Amount 2011 2010 Profit or Loss Balance Amount Profit or Loss Balance Commercial Construction work 423 38 0 1,998 167 0 Ferrovial Servicios, S.A. / subsidiaries Ferrovial Conservación, S.A. Ferrovial Servicios, S.A. / subsidiaries Commercial Commercial Commercial Integrated management of services at Madrid offices Lease to Ferrovial of offices in Madrid owned by shareholders Integrated management of services at Madrid offices 434 127 145 423 106 114 136 (*) 0 186 (*) 11 84 2 0 152 20 0 (1) In accordance with the “Notification of Voting Rights" form submitted to the Spanish National Securities Market Commission (CNMV) and the Company on 1 July 2011, the "concerted family group" formed by María, Rafael, Joaquín, Leopoldo and Fernando del Pino y Calvo-Sotelo indirectly controls, through Karlovy, S.L., the majority of the share capital of Portman Baela, S.L., which owned at the date a 44.269% of Ferrovial, S.A. Based on this notification, the sum of the direct and indirect ownership interests of all the members of the official group, i.e., María, Rafael, Joaquín, Leopoldo and Fernando del Pino y Calvo-Sotelo, and Karlovy, S.L. and Portman Baela, S.L. amounted to 334,302,007 shares, representing 45.576% of the share capital of Ferrovial. (*) No profit or loss is stated as the relevant amount pertains to the entity or person providing the service. Transactions with directors and senior executives The transactions performed with the Company’s directors, representatives of directors and senior executives in 2011 are described below. Also shown are transactions performed with Banesto, NH Hoteles, Ericsson, Asea Brown Bovery, Cepsa, Aviva, Almirall, Universidad de Deusto, ESADE, Holcim, Telefónica, Meliá Hotels, Maxam and Bimarán in accordance with Section Two of Ministry of Economy and Finance Order EHA/3050/2004, as certain of the Company's directors are or were at some time in 2011 directors or senior executives of those companies: Ferrovial, S.A. Consolidated financial statements at 31 December 2011 95
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