Ferrovial Netherlands B.V. - Tender Offer - Launch

Ferrovial Netherlands B.V. launches cash Tender Offer

13 JUNE 2023

Full announcement including disclaimers and offer restrictions available via Euronext (Source: Ferrovial Netherlands B.V.)

"Ferrovial Netherlands B.V. (the “Offeror”), a subsidiary of the Guarantor, hereby announces its invitation to holders of its outstanding €500,000,000 Undated 5.5 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN: XS1716927766) (the “Securities”) guaranteed by the Parent, to submit offers to sell (the “Offers to Sell”) any or all of the Securities to the Offeror (the “Tender Offer”)."

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"Rationale for the Tender Offer

The dissolution of Ferrovial, S.A. has taken place further to the reverse merger with Ferrovial International SE becoming effective on 16 June 2023. In light of this announcement, and as stated by Ferrovial, S.A. in their management report for the year ended 31 December 2022, following the reverse merger the Securities are expected to be repurchased. The Tender Offer provides Securityholders with the opportunity to sell their Securities at the Purchase Price. The Offeror will also pay Accrued Interest in respect of Securities validly tendered and delivered and accepted for purchase. Securities repurchased by the Offeror pursuant to the Tender Offer will be cancelled and will not be re-issued or sold."