This document appears to be the minutes from a Ferrovial shareholders' meeting held on March 30, 2012. The agenda included approval of the 2011 financial statements, application of income and distribution of dividends, approval of the Board of Directors' management in 2011, amendment of the Bylaws, amendment of the Shareholders' Meeting Regulations, and remuneration system involving payment of part of variable remuneration in shares. The Chairman and CEO provided presentations reviewing Ferrovial's financial performance in 2011, significant business events, and priorities for 2012.
7. Agenda
• Approval of the 2011 financial statements
• Application of income and distribution of dividends
• Approval of the Board of Directors' management in 2011
• Amendment of the Bylaws
• Amendment of the Shareholders' Meeting Regulations
• Remuneration system: payment of part of the variable
remuneration in shares
• Delegation of powers
• Annual report on director remuneration
13. Economic situation
• Signs of recovery by the world economy
• Recovery in the United States
• Easing recession in Europe
• Growth in emerging countries
• Situation in Spain
• Fiscal consolidation
• Reform policies
• Labour market
• Financial sector
• Public administrations
• Growth and investment in infrastructure
14. The year at Ferrovial
• Improved financial position
• Operating cash flow and divestments
• Good EBITDA performance by the businesses
• Record-high backlog
• Divestments providing value
• Share performance
15. Improved financial
position
• Positive net cash position at parent company (excluding
project debt): 907 M€
• Reduction of total debt (including project debt): 5.171 B€
23. Distinctions
“Top Employers España
2011” certification “Transport Infrastructure
“The Lawyer Awards” in
Award” for the design and
the “Best in-house/public
construction of the
sector HR initiative”
Northern Ireland DBFO
"Stock of the category
Package 2
Year"
Named “Water Company of LBJ Express toll road “Bioenergía de Oro” award Inclusion in the index due
“Large Company
the Year” for contribution named “North American for the BIOFUEL project to its policies relating to
of the Year
to the development of the Project Bond Deal of the Social Responsibility,
international water market Year 2010” Corporate Governance,
Ethical Management, the
Environment and Human
Rights
26. Audit and Control
Committee
• Members
• Functions
• Activities:
• Financial information
• Liaising with the external auditor
• Internal control procedures
• Internal audit
• Analysis of risks and oversight systems
• Actions relating to corporate governance and
compliance
• Evaluation of the Audit and Control Committee
30. Balance sheet
• Good operating performance by the businesses
• Improved financial position
• High operating cash flow
• Record-high backlog
• Ready access to the capital markets
• Monetisation of assets
31. Change in
consolidation scope
• Impact of the sale of 5.88% of BAA
• Equity method
• Valued at: 4.762 B£
• Capital gains: 847 M€
• Deconsolidation of 14.874 B€ in debt
32. 2011 Earnings
2011 M€ Pro-forma change 2011 M€ Chg. 11-10
11-10
Construction backlog 9,997 -1.8%
Sales 7,446 -0.6%
EBITDA 818 8.9% Services backlog 12,425 0.4%
EBIT 627 17.9% Consolidated net debt -5,171
Net income 1,269 Net cash position 907
33. Contribution, by business area
Including equity holdings
2011 Revenues 2011 Revenues
7.446 B€ 8.678 M€
18% 32%
37%
57%
7%
6% 43%
Services Toll roads Construction Airports
34. Contribution, by business area
Including equity holdings
EBITDA 2011 EBITDA 2011
818 M€ 1.765 B€
18%
29% 37%
45% 25%
34% 12%
Services Toll roads Construction Airports
35. Geographic distribution
Including equity holdings
2011 Revenues 2011 Revenues
7.446 B€ 8.678 B€
5% 4%
10%
19% 38%
45%
12%
10%
21% 36%
Spain United Kingdom US & Canada Poland Rest of the world
36. Geographic distribution
Including equity holdings
EBITDA 2011 EBITDA 2011
818 M€ 1.765 B€
2% 4%
11% 22%
9% 18%
52%
12%
16% 54%
Spain United Kingdom US & Canada Poland Rest of the world
39. January February March April
Revenues Sale closed Debt refinanced
M45 Swissport Ferrovial
68 M€ 695 M€ 1.314 B€
May June July August
Bond issue Refinancing Bond issue Investment grade
BAA Ausol BAA Ferrovial
750 M£ 492 M€ 1.000 B$
September October November December
Sale of 5.88% Contract awarded Sale of toll roads
BAA Crossrail Chile
326 M€ 263 M€ 157 M€
Acquisition
PNI
50 M€
Bond issue
407 ETR
350 M CAD
43. Focus on profitable
growth
• Cash flow: 164 M€
• Cost control
• Growth and improvement in results
• Record-high backlog: 12.425 B€
• New contracts: Murcia and UK Ministry of Justice
• Intelligent Cities division
50. Effective management
• EBITDA growth: 14%
• Divestments: Chile and M45
• Refinancing: Ausol
• Dividends: 159 M€
• Study of new projects in the OECD and in other markets
• Weak traffic
• Adjudications: Extension of 407 and A334
54. Operations outside Spain
• Development in other countries offsets Spanish market
• New contracts:
• Telefónica datacenter (Spain)
• Crossrail (UK)
• Line 9 of the Iława railway (Poland)
• Hydroelectric power station tunnels in Ituango (Colombia)
• Highway 290 (Texas, US)
• Darsait wastewater plant (Oman)
• Budimex: record earnings and backlog
• Backlog: 9.997 B€
• Cash flow: 298 M€
59. Subsidiaries
Growth of 35% in
8.2% growth in EBIT revenues, 20% in EBITDA
and 24% in the backlog
5% growth in the backlog Doubled the international
backlog
61. Increase in traffic
• Improvement in traffic: 4.4% at BAA and 5.5% at LHR
• Bond issues in 2011: 1.000 B$ and 880 M£
• Bond issues in 2012: 2.340 B€
• Higher level of satisfaction among Heathrow
passengers
• Investment in terminals and infrastructure: >900 M£
• Dividend announcement
64. Overview
Business Backlog Liquidity Development
Record high in
Good performance Solid financial Projects in the four
Construction
by the main assets structure businesses
and Services
9% improvement 22.422 B€, OECD countries
in EBITDA 58% outside Spain Positive net cash and focus on
position 907 M€
emerging markets
65. 2012 Priorities
• Financial discipline
• Cash flow
• Organic growth
• Recovery in share price
• Analysis of opportunities in OECD markets and
emerging countries
• Commitment to Workplace Safety, CSR and
the Environment