The Tax Compliance and Best Practices Policy, approved in 2021, is part of Ferrovial’s Corporate Governance Policies and is published on the corporate website and on the company’s intranet. It is aligned with current international tax standards (OECD Guidelines), ensures a transparent tax compliance model based on best tax practices, and guarantees the correct tax contribution of the Group in each of the countries in which it operates.

It expressly includes the general commitment to comply with tax regulations in Spain and in the rest of the countries in which the company operates, as well as to develop best practices in this area and maintain an appropriate relationship with the corresponding tax authorities, with all employees and collaborators being responsible for complying with this commitment.

It is also developed through various internal rules, procedures, instructions and circulars that make up the Tax Risk Management and Control System (SGCRF), and benefits from the corresponding due diligence procedures and other rules that make up the corporate governance system.

The principles of the Tax Policy are mandatory for all employees of Ferrovial S.A. and Ferrovial Group companies who are involved, directly or indirectly, in the management of any applicable taxes in all countries in which the entities carry out their business or have a business presence.

The commitment to contribute to the economic and social development of the different markets in which Ferrovial operates is materialized in the fiscal area in compliance with all tax obligations generated as a result of its activity, in accordance with applicable local and international regulations and also with corporate ethical principles and values.

TAX GOVERNANCE, CONTROL AND RISK MANAGEMENT

The role of the Board of Directors and the tax compliance body

In compliance with the provisions of commercial legislation, the Board of Directors determines the risk control and management policy, including tax risks; approves investments or transactions which, due to their high amount or special characteristics, have a special tax risk; and determines the company’s tax strategy.

Within the scope of these responsibilities, the Board of Directors, through its Chairman, Chief Executive Officer, its Managers and, in particular, through the Tax Advisory Department, promotes the monitoring of tax principles and best tax practices.

Upon the preparation of the annual financial statements, the Board is informed of the fiscal policies applied during the year and, specifically, of the degree of compliance with these policies. It is also informed of the conclusions derived from the supervision and evaluation of the operation and effectiveness of the Group’s SGCRF, which is reflected in the Annual Corporate Governance Report.

In the case of transactions or matters that must be submitted to the Board of Directors for approval, it is previously informed of the tax consequences thereof when these constitute a relevant factor.

The functions of supervising the operation and effectiveness of the SGCRF are assigned to Ferrovial’s Compliance Department (tax compliance body), supported by the Tax Advisory Department, functions that already form part of its area of responsibility for supervising the general compliance program and which it will carry out independently and permanently.

The role of the Tax Advisory Department

The Group’s Tax Advisory Department is a centralized body, with economic sufficiency and made up of experienced tax experts, whose fundamental objective is the Group’s tax management in accordance with the general principles and guidelines set out in Ferrovial’s tax policies.

Since 2017, it has voluntarily submitted the Tax Transparency Report to the Spanish Tax Administration on an annual basis, thereby reinforcing legal certainty, mutual knowledge and reciprocal trust with the tax authorities. Adherence to the Tax Compliance and Good Tax Practices Policy has been renewed in 2022.

TAX RISK PREVENTION AND MANAGEMENT

Ferrovial has a Tax Risk Management and Control System whose main objective is to establish a governance framework in tax matters that ensures that the Group’s actions and operations are governed by clear principles, values and rules, aligned with the Code of Business Ethics and other corporate governance rules, which allow any employee, person or entity that has a relationship with the company and the Board of Directors itself to adopt the appropriate decisions to comply with tax legislation, as well as to reinforce Ferrovial’s commitment to stakeholders (i. e. Public Administrations, shareholders, stakeholders, etc.) from a tax perspective. e. Public Administrations, shareholders, stakeholders, employees, etc.) from a tax perspective.

This due diligence framework, which is subject to an annual monitoring and control process, makes effective the commitment to strict compliance with applicable laws and the application of the highest ethical standards in the development of the company’s activities. The management and analysis of the operation of this system is the responsibility of the Compliance and Risk Department, whose independence and effectiveness have been strengthened, providing it with new resources and placing it under the direct control of the Audit and Control Committee.

It should also be noted that Ferrovial has an Ethics Channel available to its employees and any counterparty with a legitimate interest, which can be used to report any non-compliance related to the group’s Tax Risk Management and Control System, as well as to report any illegal act or behavior of a tax nature.