Investor Presentation
I-40 terminus towards Inner LoopI-24 Choice Lanes October 5, 2026
2D I S C L A I M E R
This presentation has been produced byFerrovial N.V.(the “Company”, “we” or“us” and, together with itssubsidiaries, the “Group”) forthe sole purpose expressed herein .Byaccessing this presentation, you acknowledge that you have read and understood the following statements .Neither this presentation nor any ofthe information contained herein constitute orform part of,and should not beconstrued as,anoffer topurchase, sale or exchange any security, asolicitation ofany offer topurchase, sale orexchange any security, orarecommendation oradvice regarding any security ofthe Company .
Inthis presentation, unless otherwise specified, the terms “Ferrovial,” the “Company,” “we,” “us,” and the “Group” refer toFerrovial N.V.,individually ortogether with itsconsolidated subsidiaries, asthe context may require (or, unless stated otherwise, ifreferring tothe period prior tothe completion ofthe cross -border merger onJune 16,2023 ,toFerrovial, S.A.,the former parent entity ofthe Group, individually ortogether with its consolidated subsidiaries, asthe context may require) .
Neither this presentation nor the historical performance ofthe Group’s management team orthe Group constitutes aguarantee ofthe future performance ofthe Company and there can benoassurance that the Group’s management team will besuccessful inimplementing the investment strategy ofthe Group .
Forward -Looking Statements This presentation contains forward -looking statements .Any express orimplied statements contained inthis presentation that are not statements ofhistorical fact may bedeemed tobeforward -looking statements, including, without limitation, statements regarding estimates and projections provided bythe Company and certain other sources with respect tothe Company’s financial position, business strategy, plans, and objectives ofmanagement forfuture operations, dividends, capital structure, aswell asstatements that include the words “expect,” “aim,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “will”, “should,” “target,” “anticipate” and similar statements ofafuture orforward -looking nature, orthe negative ofthese terms orother similar expressions, although not allforward -looking statements contain these words .Such statements include, without limitation, statements regarding construction period, service commencement, design, pricing, financial terms, further related projects orenhancements, population growth, macroeconomic growth, traffic levels, household income, use cases, vehicle mix, congestion and user adoption .Forward -looking statements inthis presentation may reflect various assumptions bythe Company concerning anticipated results and are subject tosignificant business, economic and competitive uncertainties and contingencies, and known and unknown risks, many ofwhich are beyond the Company’s control and may beimpossible to predict, including asaresult ofmacroeconomic factors, traffic levels, toll levels and ability torealize value -added services .Any forecast made orcontained herein, and actual results, will likely vary and those variations may bematerial .The Company makes norepresentation orwarranty astothe accuracy orcompleteness ofsuch statements, expectations, estimates and projections contained inthis presentation orthat any forecast made orcontained herein will beachieved .
Risks and uncertainties that could cause actual results todiffer include, without limitation :changes inmacroeconomic conditions, changes infinancial, economic and tax policies, such asadecrease infund allocation towards projects, regulatory changes, termination oramendment ofprojects, construction delays, operational disruptions, natural orman -made disasters and health emergencies, flaws inestimates orchanges in underlying assumptions, oramendments toproject plans, public orprivate tenders, and any failure tomeet construction project deadlines orbudgets, accidents, competition, not delivering expected performance, performance ofsubcontractors and service providers, and the other important factors discussed under the caption “Risk Factors” inour Annual Report onForm 20-Ffiled with the U.S.Securities and Exchange Commission (“SEC”) forthe fiscal year ended December 31,2025 ,which isavailable onthe SEC website atwww .sec.gov, assuch factors may beupdated from time totime inour other filings with the SEC .
Any forward -looking statements contained inthis presentation speak only asofthe date hereof and accordingly undue reliance should not beplaced onsuch statements .We disclaim any obligation orundertaking to update orrevise any forward -looking statements contained inthis presentation, whether asaresult ofnew information, future events orotherwise, other than tothe extent required byapplicable law.Forward looking statements inthis presentation are made pursuant tothe safe harbor provisions contained inthe U.S.Private Securities Litigation Reform Act of1995 .We intend such forward -looking statements tobecovered by relevant safe harbor provisions forforward -looking statements (ortheir equivalent) ofany applicable jurisdiction .Inaddition, certain industry data and other information contained inthis presentation has been derived from industry orother third -party sources .The Company has not undertaken any independent investigation toconfirm the accuracy orcompleteness ofsuch data and information, some ofwhich may bebased on estimates and subjective judgments .Accordingly, the Company makes norepresentation orwarranty astothe accuracy orcompleteness ofsuch data and information .Other than asspecified, the information contained inthis presentation has not been audited, reviewed orverified bythe external auditor ofthe Group .The information contained herein should therefore beconsidered asawhole and inconjunction with allthe other publicly available information regarding the Group .
Additional Information
The Company issubject tothe information and reporting requirements ofthe Securities Exchange Act of1934 ,asamended, applicable toforeign private issuers and inaccordance therewith isrequired tofile reports and other information with the SEC relating toitsbusiness, financial condition, and other matters .The Company's filings can beaccessed byvisiting EDGAR onthe SEC's website atwww .sec.gov.
I-24 CORRIDOR
NASHVILLE TO MURFREESBOROI-24 Choice Lanes
50-year Design, Build, Finance, Operate & Maintain concessionP R O J E C T O V E R V I E W Tennessee Department of Transportation (TDOT) responsible for customer service, toll collection and maintenance of GPLs26-mile corridor adding 2 Choice Lanes per direction to existing 4 general -purpose lanes (GPLs)350
YEAR
CONCESSION126
MILES
CORRIDOR LENGTH 2x2
CHOICE
LANES
(1)50 years from actual Service Commencement .
(2)First -phase Service Commencement in 2034 and full Service Commencement in 2035.
(3)All four existing lanes remain toll -free. At certain times TDOT may designate one of them as an HOV lane.Tennessee's largest -ever capital investment and first public -private partnership (P3) 3$9.2bn construction cost and an 8 -year construction period, with service commencement estimated for 20342.2034
ESTIMATED SERVICE
COMMENCEMENT2
Nashville MSA: one of the fastest -growing metropolitan areas in the U.S.1 A decade of past growth supported by robust demographic and economic fundamentals, consistently beating macro forecasts
2T H E C O R R I D O R
4(1) Nashville MSA (Metropolitan Statistical Area) .Composite index reflects the equal -weighted average ofstandardized (z-score) growth inpopulation (2015 –2025 ,U.S.Census Bureau), real GDP (2015 –2024 ,U.S.Bureau ofEconomic Analysis), and employment (2015 – 2022 ,U.S.Bureau ofEconomic Analysis) across the 55U.S.metro areas with a2025 population of1million ormore ;Nashville -
Davidson -Murfreesboro -Franklin, TNranks 5thof55onthis measure .
(2) Moody’s, W&P, and Oxford Economics .(3) MSA Population .USCensus Bureau .
(4) USBureau ofEconomic Analysis .
(5) USCensus Bureau (American Community Survey) .
(6) Nashville Area Chamber ofCommerce .
(7) CBRE data .
20+ Universities6ECONOMIC ANCHORS 5 60% of Graduates staying in Nashville6Historical growth across adiversified base ofhigh -value sectors, supported byleading employers and talent institutions, reinforces long -term economic strengthCORPORATES
TALENT35
Companies relocating HQs to Nashville ( 2018 -24)7Fortune 500 HQs6POPULATION3 Rapid population growth fuels long -term demand
2.2m
2025 population2% YoY
10-year growth
(2016 -2025)HOUSEHOLD INCOME5
Above -average household income
$88.8k
2025 median income9% above U.S. averageGDP GROWTH4 A decade of economic growth
4.6%REAL GDP
10Y CAGR (2015 -24)
Gateway corridor serving the Nashville MSA1
10 miles
Avg. trip length on 26mi road6Trucks trips above average trip length6FREIGHT & LOGISTICS One of only six US cities where 3 major interstates converge: I -40, I -24 & I -65 75% of the US market within two days
AIRPORT ACCESS
Record 26.7mn passengers in FY26LONG -HAUL THROUGH -TRAFFIC Atlanta -Chicago/St. Louis freight connector Southeast and Midwest freight flowsConnecting freight, long -haul traffic, commuting and airport demand, with continued development along the corridor
NEW DEVELOPMENT S ACROSS THE CORRIDOR
COMMUTING & DAILY USE
Nashville to Murfreesboro growth axisNASHVILLE
MURFREESBOROT H E C O R R I D O R
Nashville Int’l Airport 5Source :CoStar .Data on Freight, industrial and
residential developments
along the corridor .50% of large trucks travel long distance312-16% of heavy vehicles in the corridor2
Fast -growing
residential area4
8% traffic
10y CAGR5178 mn sq ft
YEARLY DEVELOPMENTS 2020 -20267
(1)Nashville MSA (Metropolitan Statistical Area) .
(2)TDOT count data .
(3)Internal analysis ofGeotab Data .
(4)Nashville MSA .Composite index reflects the equal -weighted average ofstandardized (z-score) growth inpopulation (2015 –2025 ,U.S.Census Bureau), real GDP (2015 –2024 ,U.S.Bureau ofEconomic Analysis), and employment(2015 –2022 ,U.S.Bureau ofEconomic Analysis) across the 55U.S.metro areas with a2025 population of1million or more ;Nashville -Davidson -Murfreesboro -Franklin, TNranks 5thof55onthis measure .
(5)Metropolitan Nashville Airport Authority .Total Passengers Nashville International Airport (FY16-FY26).
(6)Internal information .
(7)CoStar .
Congestion continues to intensify across an already constrained corridor 10-year evolution shows longer and more widespread congestion beyond peak periodsT H E C O R R I D O R Congestion causing 36 minutes of delay in peak times under current traffic conditions2 6 (1) TDOT counts.
(2) INRIX congestion data.
2026 Westbound
AM Peak hour 150 -190k
daily traffic1
8-11 hrs.
daily congestion2,3
Daily peak:
4 hrs.
by direction 2,4
<20 mph
at peak times2less congested more congested+ 10Y2016 2026
hoursWeekdays
Source: Inrix analysis -Weekdays only of 2016 and 2026 Eastbound West bound Eastbound Westbound (3) Congestion defined as the number of hours in a day where delays are higher than 5 minutes for the total length of the pro ject.
(4) Peak time defined as the number of hours in a day where delays are higher than 10 minutes for the total length of the pro ject.
2034 traffic expected to be driven by latent demand and corridor growth Recent corridor growth muted by capacity constraintsT H E C O R R I D O R
1.0%
POPULATION2.1%
REAL INCOME
PER CAPITA2.8%
REAL GDP
(1)Average of estimates from Moody’s, W&P, and Oxford Economics.
(2)Annual Average Daily Traffic. TDOT counts.
7Nashville has consistently exceeded macroeconomic growth forecasts1% 3%+Traffic growth constrained with congested areas exhibiting
lowest growth
I-24North
sectorI-24sectors with
capacitySuppressed corridor demand Strong regional growth prospects over the next decade According toour portfolio experience, this represents the period over which suppressed demand gradually comes back tothe corridor after capacity expansion, asusers grow accustomed tothe new configuration2-3 YEARSvs.
2025 –34 CAGR12010 –24
CAGR2
Typical User Adoption Period after capacity expansion
Connectivity designed to enhance access and travel convenience
TDOT
REFERENCE
DESIGNDRIVE TN
DESIGN
Interchanges connected 7 15 Corridor in scope 70% 95% Entries and exits per mile 0.8 1.2Improved design enhances connectivity and elevates service •More direct connectors instead of T -ramps •Longer acceleration lanes, sized for heavy vehicles joining safer at speed •Optimized design reduces right -of-way and lowers community impacts Base connectivity and the connections we added.Additional access points and interchanges connected, improving road design serving 95% of corridor tripsC O N N E C T I V I T Y
1.4x
in-scope
trips1
8 (1) 1.357x in -scope trips.
3x
extended
vehicles4x
medium
trucks8x
large
trucks
(1) PCE: Passenger car equivalent.
(2) Heavy vehicles are 12 -16% of the corridor traffic ( TDOT count data ).Pricing above soft cap with sharing mechanism •Traffic and speed thresholds are easier to surpass to alleviate congestion, resulting in frequent uncapped trigger events •An uncapped pricing event triggers above -soft -cap pricing in the preceding segment •Soft Cap Escalation : annually at the greater of 2.5% vs. average of State GDP, US CPI & 3% Heavy vehicles2pay a multiple up to:Dynamic pricing that keeps Choice Lanes reliable I-24 priced dynamically to real time demand with no ceiling on rates; above the soft cap revenue shared with TDOTP R I C I N G F R A M E W O R K
High heavy
multipliersSoft toll cap
starting point
at $1.60/mile Contractual Toll/mile
Sharing bands
$0.8$1.6$3.2$4.8$6.4
100%100%$0.80/ mi$1.60/mi
Toll revenue retained by developer% Soft CapVOLUME (PCE1/lane/hr. ) ≤ 500 500 –1,500 > 1,500
SPEED <55 mphUNCAPPED
PRICING EVENT
TRIGGE RS50%25%10%
Sharing bandsEfficient
soft cap
escalationMost of our
portfolio traffic
above 500
PCE1/lane/hr.
9OR ORSoft Toll CapI-24 PRICING FRAMEWORK
Soft cap
substantially
easier
to surpass
100%($2025)
Outside -Lane design lowers construction impacts and community disruptionC O N S T R U C T I O N & D E S I G N •Innovative outside -lane design to improve connectivity while reducing construction costs and minimizing community impacts •30% of advanced design development, increasing pricing confidence •Significant local subcontractor network and self -performed activities •Inflation risk mitigated by developer and grantor protection and additional cost contingencyExperience -driven engineering, advanced design and appropriate risk allocation reduce delivery risk and potential overruns I-24 & I -440 Interchange (Nashville, US) 10
I-24 project: Benchmarked with our portfolio of assets with pricing flexibilityB E N C H M A R K Deep managed lanes expertise provides differentiated know -how and unique operating insights 11
CAPTURE RATES
Considering vehicle class and time periods
CONNECTIVITY
Usage supported by
network access
USER ADOPTION
Observed users' behavior to the new configuration
DEMAND RELIEF
Suppressed demand and congestion relief impacts
PRICING ABOVE
SOFT CAP
Frequency, duration and
pricing
TOLL RATE
ELASTICITY
Response to price changes
OPTIMIZED TOLL
SEGMENTATION
BID BACKED BY
PARTNERS
Consortium includes the two most experienced managed -
lanes operatorsFlexible segment
configuration
Future enhancements could improve connectivity and relieve congestion I-24 SE Choice Lanes. Northern, Eastern and Southern Project Enhancements •The agreement provides a structured path to develop these enhancements with TDOT •I-24and Project Enhancements expected toform one connected network •Northern Project Enhancement, the first one to be triggered for
development
PROJECT MILES TIMING / DEVELOPMENT
I-24 Northern PE 7The developer holds the right to start negotiations of the Project EnhancementsI-24 Eastern PE 7 I-24 Southern PE 10Not included in the bid or in our projections; any development is subject to TDOT approval
E N H A N C E M E N T S
12
Next steps in the processN E X T S T E P S Commercial close complete, next milestone Financial close expected in summer 2027 131
COMMERCIAL CLOSE
SEPTEMBER 30, 20262
FINANCIAL CLOSE
JULY 2027
Contractual deadline3
GROUNDBREAKING1
EARLY 202924
SERVICE
COMMENCEMENT3
20342
INTEREST -RATE PROTECTION AGREED WITH TDOT
FROM BID TO FINANCIAL CLOSE
TDOT RISK DEVELOPER RISK
PABs100% Base Rate 85% Margin15% Margin TAXABLE100% Base Rate
85% MarginVolume
15% Margin
TIFIAVolume
Base Rate—
TDOT requires investment grade credit rating ofthe project debt bidding proposal (1) Design and early construction works starting after financial close.
(2) Estimated dates (3) First -phase Service Commencement in 2034 and full Service Commencement in 2035.
FINAL REMARKSF I N A L R E M A R K S
•Highly congested corridor with multi -purpose demand and favorable pricing
framework
•Solid demographic, employment, and economic growth prospects expected to position Nashville metro area for continued long -term economic growth •Differentiated design, advanced engineering and disciplined construction assumptions aimed to support cost efficiency and risk mitigation •Bid supported by operating insights and extensive experience across our managed lanes portfolio •Disciplined capital allocation maintained , targeting double -digit equity IRR, and adjusted to the project's risk profile and complexity •Strong balance sheet capacity and future cash flow generation expected to fund equity commitments with no need to issue equity at Ferrovial level •Attractive pipeline of new opportunities ahead (I-285 East and I -77 South)I-24 & I -40 Interchange 14
Q&A I-24 & I -40 Interchange