09-05-19: Resolutions adopted at the AGM meeting

FOMENTO DE CONSTRUCCIONES Y CONTRATAS, S.A.

RESOLUTIONS OF THE ORDINARY GENERAL MEETING

OF 8 MAY 2019 HELD AT FIRST CALL

1.Financial statements and corporate management

1.1.Examination and approval, if applicable, of the financial statements and management reports corresponding to fiscal year 2018 of the company Fomento de Construcciones y Contratas, SA and its Consolidated Group.

"Approve the Financial Statements and Management Report corresponding to the year 2018 of FOMENTO DE CONSTRUCCIONES Y CONTRATAS, SA (the "Company ") and entities in its Consolidated Group. These documents were endorsed by the Audit and Control Committee and verified by the Company's Statutory Auditor."

1.2. Examination and approval of corporate management in 2018

"Approve the management of the Board of Directors of FOMENTO DE CONSTRUCCIONES Y CONTRATAS, SA during the fiscal year ended on 31 December 2018."

1.3.Examination and approval, where pertinent, of non-financial reporting corresponding to the year ended 31 December 2018, which is part of the consolidated management report.

"Approve the statement of consolidated non-financial information corresponding to the fiscal year ended 31 December 2018, which is an integral part of the consolidated management report for that year."

1.4. Examination and approval, where pertinent, of the proposed application of the 2018 profits.

"Apply the 2018 profit of 831.722.599,45 euros as follows:

To voluntary reserves: 831.722.599,45 euros

Notwithstanding the foregoing, a proposal under item 5 of the Agenda is submitted to this General Meeting to distribute a scrip dividend for an amount up to 151.530.202,40 euros (dividend equivalent to approximately, 0,40 euros per share), through which FCC shareholders may choose between (i) receiving newly issued shares; (ii) obtaining an equivalent cash value through the transfer to the Company of the free allocation rights they receive for the shares they own; and/or (iii) obtaining a cash value through the transmission of the aforementioned rights in the market."

2.Re-electionof the statutory auditors of the Company and its Consolidated Group.

"To re-elect, at the proposal of the Audit and Control Committee, as Statutory Auditor of the Company and its Consolidated Group for the year 2020, the firm DELOITTE, SL, domiciled in Madrid at Plaza Pablo Ruiz Picasso No. 1; bearing corporate tax code B79104469, duly entered on the Madrid Companies Register under volume 13,650, folio 188, section 8, sheet M-54414 and registered as No. S-0692 in the Official Registry of Auditors (ROAC).

To this end, the Board of Directors is delegated to determine the remaining conditions of this re-election in the terms and conditions it deems appropriate and is expressly authorised, as provided for under

article 249 bis l) of the Spanish Corporate Enterprises Act, to sub-delegate (with the faculty of substitution where appropriate) in the Executive Committee, the director or directors that it deems pertinent, each and every one of the powers delegated by virtue of this agreement."

3.Re-electionof directors

3.1.Re-electionof ALEJANDRO ABOUMRAD GONZÁLEZ as proprietary director

"Appoint ALEJANDRO ABOUMRAD GONZÁLEZ to the Board of Directors as a proprietary director following a favourable report by the Appointments and Remuneration Committee, effective as of the date of this Meeting and for the statutory period of four (4) years."

3.2.Re-electionof DOMINUM DIRECCIÓN Y GESTIÓN, S.A. as proprietary director

"Appoint DOMINUM DIRECCIÓN Y GESTIÓN, S.A. to the Board of Directors as a proprietary director following a favourable report by the Appointments and Remuneration Committee, effective as of the date of this Meeting and for the statutory period of four (4) years."

3.3.Re-electionof GERARDO KURI KAUFMANN as executive director

"Appoint GERARDO KURI KAUFMANN to the Board of Directors as an executive director following a favourable report by the Appointments and Remuneration Committee, effective as of the date of this Meeting and for the statutory period of four (4) years."

3.4.Re-electionof MANUEL GIL MADRIGAL as independent director

"Appoint Manuel Gil Madrigal to the Board of Directors as an independent director following the proposal of the Appointments and Remuneration Committee, effective as of the date of this Meeting and for the statutory period of four (4) years."

3.5.Re-electionof INMOBILIARIA AEG SA DE CV as proprietary director

"Appoint INMOBILIARIA AEG SA DE CV to the Board of Directors as a proprietary director following a favourable report by the Appointments and Remuneration Committee, effective as of the date of this Meeting and for the statutory period of four (4) years."

3.6.Re-electionof SAMEDE INVERSIONES 2010, S.L. as proprietary director

"Appoint SAMEDE INVERSIONES 2010, SL to the Board of Directors as a proprietary director following a favourable report by the Appointments and Remuneration Committee, effective as of the date of this Meeting and for the statutory period of four (4) years."

3.7.Re-electionof ALVARO VAZQUEZ DE LAPUERTA as independent director

"Appoint Álvaro Vázquez de Lapuerta to the Board of Directors as an independent director following the proposal of the Appointments and Remuneration Committee, effective as of the date of this Meeting and for the statutory period of four (4) years."

3.8.Re-electionof HENRI PROGLIO as independent director

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"Appoint Henri Proglio to the Board of Directors as an independent director following the proposal of the Appointments and Remuneration Committee, effective as of the date of this Meeting and for the statutory period of four (4) years."

4.Approval, for any and all necessary effects, of the waiver of the obligation not to carry out activities entailing an effective competition with the Company in accordance with article 230 of the Spanish Corporate Enterprises Act.

4.1.Approval, for any and all necessary effects, of the waiver of the obligation not to carry out activities entailing an effective competition with the Company in accordance with article 230 of the Spanish Corporate Enterprises Act with regard to INMOBILIARIA AEG SA DE CV and its individual representative.

"To provide and, therefore, allow the entity INMOBILIARIA AEG, SA de CV and its individual representative, the direct and indirect participation, as well as the exercise of positions and functions in the companies of the Group belonging to the shareholder Control Empresarial de Capitales SA de CV and Inmobiliaria Carso, SA de CV, or the subsidiaries and affiliates thereof."

4.2.Approval, for any and all necessary effects, of the waiver of the obligation not to carry out activities entailing an effective competition with the Company in accordance with article 230 of the Spanish Corporate Enterprises Act with regard to Alejandro Aboumrad González.

"To provide and, therefore, allow ALEJANDRO ABOUMRAD GONZÁLEZ the direct and indirect participation, as well as the exercise of positions and functions in the companies of the Group belonging to the shareholder Control Empresarial de Capitales SA de CV and Inmobiliaria Carso, SA de CV, or the subsidiaries and affiliates thereof."

4.3.Approval, for any and all necessary effects, of the waiver of the obligation not to carry out activities entailing an effective competition with the Company in accordance with article 230 of the Spanish Corporate Enterprises Act with regard to Gerardo Kuri Kaufmann.

"To provide and, therefore, allow GERARDO KURI KAUFMANN the direct and indirect participation, as well as the exercise of positions and functions in the companies of the Group belonging to the shareholder Control Empresarial de Capitales SA de CV and Inmobiliaria Carso, SA de CV, or the subsidiaries and affiliates thereof."

5.Distribution of a scrip dividend through (i) a share capital increase for a determinable amount by issuing new ordinary shares of 1 euro par value each, without issue premium, of the same class and series as those currently in circulation, charged against reserves; and (ii) the offer of the acquisition of free allocation rights at a guaranteed price. Express provision for the possibility of incomplete allocation. Delegation of powers.

"To implement a scrip dividend for a maximum value of €151,530,202.40 (dividend equivalent to 0.40 euros per share), through the offer to all the shareholders of the Company of newly issued shares or, where appropriate, to obtain cash by means of the transmission of the free allocation rights that they receive by the shares they hold.

Therefore, FCC shareholders will have the option, at their own discretion, of:

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a)Not transferring their free allocation rights. In such a case, at the end of the trading period, the shareholder will receive the corresponding number of new shares depending on the proportion described below, fully released.

b)Transfer all or part of their free allocation rights to FCC under the Purchase Commitment (as defined below) at a guaranteed fixed price of 0.40 euros per right. In this regard, the shareholder may choose to monetise their rights and receive a cash amount instead of receiving shares.

c)Transfer all or part of their free allocation rights in the market. In this case, the shareholder may also choose to monetise the corresponding rights, although in this case the shareholder would receive no guaranteed fixed price, but the consideration for the rights would depend on the market conditions in general, and the quoted price of the referred rights in particular.

Shareholders of the Company who opt, partially or totally, to receive new shares will also receive a compensatory dividend in cash so that the options of transferring their free allocation rights to FCC under the Purchase Commitment and receiving this amount in shares released from the Company, i.e., though the economic terms shall neither favour nor penalise any of these options.

A. Capital increase

For the purposes of the foregoing, the capital increase is agreed for the amount resulting from multiplying (a) the nominal value of 1 euro per share of FCC by (b) the number of new shares of FCC resulting from the application of the formula that is collected in the following sections (the "New Shares"), without which the sum of the reference market value of the New Shares may exceed a total of a maximum of 151,530,202.40 euros.

The capital increase is carried out through the issuance and circulation of New Shares, which will be ordinary shares with a par value of 1 euro each, of the same class and series as those currently in circulation, represented by book entries.

The New Shares are issued at par, i.e. for their nominal value of 1 euro, without issue premium, and will be assigned free of charge to the shareholders of the Company.

The capital increase may be executed by the Board of Directors (with express powers of substitution) in accordance with the provisions of the following sections, at its sole discretion and without having, therefore, to address this General Meeting of Shareholders again.

Article 311 of the consolidated text of the Spanish Corporate Enterprises Act, approved by Royal Legislative Decree 1/2010 of July 2 (the "Corporate Enterprises Act"), provides for the possibility of incomplete allocation of the capital increase.

B. New Shares to be issued

The number of New Shares to be issued would be calculated by the following formula, rounded to the next lower whole number:

.

where,

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"NNS" = Number of New Shares to be issued;

"NOS" = Number of FCC shares outstanding at the date on which the Board of Directors agrees to carry out the capital increase; and

"No. of rights" = Number of free allocation rights necessary for the allocation of a New Share, which will be the one resulting from the application of the following formula, rounded to the upper whole number:

..

where,

.

For this purpose:

"Scrip Dividend Amount" = the maximum value of the scrip dividend to be distributed among shareholders of the Company; and

"Listing Price" = the arithmetic mean of the weighted average prices of the Company's stock on the Spanish Stock Exchanges in the 5 trading sessions prior to the date of the Board of Directors resolution to carry out the Capital Increase, rounded to the thousandth of the nearest euro and, in the case of one- half of one thousandth of a euro, to the nearest thousandth of a euro.

C. Free allocation rights

Each outstanding Company share would grant one free allocation right.

The number of free allocation rights needed to receive a New Share ("No. rights") would be determined automatically according to the proportion existing between the Number of New Shares ("NNS") and the Number of Outstanding Shares ("NOS"). Specifically, FCC shareholders would be entitled to receive one New Share for every so many free allocation rights as determined in accordance with the provisions of the previous section of the holders.

If the number of free allocation rights required for the allocation of an action ("No. of rights") multiplied by the Number of New Shares ("NNS") results in a number lower than the Number of Outstanding Shares ("NOS"), FCC (or an entity of its group that, as the case may be, owns shares in FCC), would renounce a number of free allocation rights equal to the difference between both figures, for the exclusive purposes that the NNS is a whole number.

The free allocation rights would be assigned to FCC shareholders who had acquired their respective shares until the day of publication of the announcement of the capital increase in the Official Gazette of the Companies Registry (inclusive) and appear as such in the accounting records of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear) on the corresponding date in accordance with the applicable rules of compensation and liquidation of securities.

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