Notice to US Investors
- English convenience translation of Spanish original. In case of discrepancies between the Spanish original and the English translation, the Spanish original shall prevail.
: The proposed business combination of Cintra Concesiones de Infraestructuras de Transporte, S.A. and Grupo Ferrovial, S.A. (the Merger) relates to the shares of a Spanish company. Information distributed in connection with the proposed Merger and the related shareholder vote is subject to Spanish disclosure requirements that are different from those of the United States. Financial statements and financial information included herein, if any, have been prepared in accordance with Spanish accounting standards that may not be comparable to the financial statements or financial information of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Merger, since the companies are located in Spain and some or all of their officers and directors may be residents of Spain. You may not be able to sue the companies or their officers or directors in a Spanish court for violations of the U.S. securities laws. Finally, it may be difficult to compel the companies and their affiliates to subject themselves to a U.S. courts judgment.
You should be aware that the companies may purchase shares of Grupo Ferrovial, S.A. otherwise than under the Merger, such as in open market or privately negotiated purchases in accordance with applicable law.
In accordance with the provisions of article 82 of the Securities Market Law (Ley del Mercado de Valores), GRUPO FERROVIAL, S.A. hereby notifies the Spanish Securities Exchange Commission (Comisión Nacional del Mercado de Valores) of the following:
The Board of Directors of GRUPO FERROVIAL, S.A. has agreed in its meeting celebrated today, to convene an Extraordinary General Shareholders Meeting, to be held at the Auditorio de la O.N.C.E., 208 Paseo de la Habana, 28036, Madrid, on 20 October 2009, at 11:00 hours, at first call, and on 21 October 2009, at the same time and venue, at second call.
Amongst other items, it shall be submitted for approval of the Shareholders Meeting the merger of GRUPO FERROVIAL, S.A. and CINTRA INFRAESTRUCTURAS DE TRANSPORTE, S.A. in accordance with the Joint Merger Project dated 29 July 2009 that was communicated to this Commission on 30 July 2009 by means of Regulatory Disclosure with registry number 112.059.
Please find attached the complete text of the notice and proposed resolutions that will be submitted for approval of the Shareholders Meeting, including explanation of its justification and advisability.
Coinciding with the publication of the notice of the Shareholders Meeting, the documents foreseen in article 39 of the Structural Modifications Act related to the above mentioned merger shall be made available to the shareholders and representatives of the employees.
Madrid, 15 September 2009.
José María Pérez Tremps Secretary Board Member of GRUPO FERROVIAL, S.A.
For further information regarding the NOTICE OF MEETING and the PROPOSAL FOR RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
, Notice of Meeting, Proposal for Resolutions 15.09.2009.