Ferrovial Construcción absorbs Compañía de Obras Castillejos and dissolves the absorbed company

Ferrovial Construcción, S.A. will absorb Compañía de Obras Castillejos, S.A., which will be extinguished without liquidation, following the agreement adopted on September 15, 2026, by the Universal General Shareholders’ Meeting of the absorbing company and by the sole shareholder of the absorbed company. The operation is published in the Official Gazette of the Mercantile Registry (BORME) no. 180, of September 17, 2026, Second Section —Announcements and legal notices—, page 6251, with the official reference BORME-C-2026-5024.

The announcement is based on Article 10 of Royal Decree-Law 5/2023, of June 28, the regulation governing the structural modifications of commercial companies. The merger was approved under the terms of the Common Merger Project signed by the administrative bodies of the intervening companies on June 29, 2026, pursuant to the provisions of Articles 9.1 and 53 of the same legal text.

Terms of the operation

The merger is structured as an absorption with the following elements, as stated in the published announcement:

• Absorbing company: Ferrovial Construcción, S.A.
• Absorbed company: Compañía de Obras Castillejos, S.A.
• Date of the merger agreement: September 15, 2026
• Effect on the absorbed company: extinction without liquidation
• Transfer: in block of all corporate assets to the absorbing company
• Scope of succession: universal, with the acquisition of all rights and obligations of the absorbed company

The agreement was adopted by the Universal General Shareholders’ Meeting of Ferrovial Construcción, S.A., in its capacity as the absorbing company, and by the sole shareholder of Compañía de Obras Castillejos, S.A., in its capacity as the absorbed company.

Background and registration processing

The operation has a precedent published in the gazette itself: BORME no. 152, of August 10, 2026, First Section, recorded in entry 371259 the publication of the merger project on the company’s corporate website, dated June 30, 2026, by which Ferrovial Construcción, S.A. absorbs Compañía de Obras Castillejos, S.A. The registration data recorded at that time were S 8, H M 8385, I/A 3138 (3.08.26) for the absorbing company.

The absorbed company is registered with the registration data S 8, H M 136098, according to the entries published in the BORME throughout 2026. The absorbing company maintains its registered office and its activity, as the merger does not alter its legal personality.

Rights of partners and creditors

The announcement expressly states the right of the shareholders and creditors of the participating companies to obtain the full text of the agreements adopted and the balance sheets presented, under the terms provided for in Article 10 of Royal Decree-Law 5/2023, of June 28. For further information, the announcement refers to the corporate website https://www.ferrovial.com.

The announcement is signed in Madrid on September 16, 2026, by the Secretary of the Board of Directors of Ferrovial Construcción, S.A. and Compañía de Obras Castillejos, S.A., Mr. Antonio María Estupiñá García, with the identifier ID: A260039650-1.

The operation reduces the corporate structure of the construction group through the integration of Compañía de Obras Castillejos, S.A. into Ferrovial Construcción, S.A., without the liquidation of the absorbed entity. For creditors and shareholders, the announcement opens the way to consult the merger agreements and balance sheets; for the infrastructure sector, it confirms the concentration of construction subsidiaries under a single absorbing company.

Source: Official Gazette of the Mercantile Registry, no. 180, September 17, 2026, Second Section - Announcements and legal notices, page 6251 (official reference: BORME-C-2026-5024).