ACS Actividades de Constrccn y Srvcos : Announcements and agreements of shareholders general meetings

Comisión Nacional del Mercado de Valores Edison, 4 28006 MADRID

Madrid, 5 May 2017

Dear Sirs,

For the purposes established in Article 228 of the Spanish Securities Market Act [Ley del Mercado de Valores] of 23 October and related provisions, please be informed of the following Significant Event:

That the Ordinary General Shareholders' Meeting of ACS, Actividades de Construcción y Servicios, S.A., held, on its second call to meeting, to meeting in the Southern Auditorium of IFEMA, located at Avenida del Partenón s/n, Madrid, at 12.00 hours on today's date, 4 May 2017, with attendance in person or by proxy, of a total of 202,787,036 shares, representing 64,445% of share capital, adopted the following resolutions:

1. To approve the Accounts and the Directors' Report for 2016, for both the Company and the Group of which it is the parent. (Approved with 99.9120% votes for, 0.0437% against and 0.0443% abstentions)

2. To approve the following proposal for the application of results bearing a net profit of 1,043,393,965.12 euros: entirely to voluntary reserves. Total remuneration to the Company's Board of Directors of the Company for Bylaw related services in 2016 amounted to 3,434,266.66 euros. (Approved with 99.9223% votes for, 0.0333% against and 0.0444% abstentions)

3. To approve the Remuneration Report of the Board of Directors for 2016, for consultation purposes only. (Approved with 59.2642% votes for, 40.2600% against and 0.4578% abstentions)

4. Approve the management of the Company by the Board of Directors in 2016. (Approved with 99.1936% votes for, 0.5767% against and 0.2294% abstentions)

1. To ratify the appointment the following individuals as Directors of the company and, if necessary, to appoint the following individuals as Directors for the statutory four year period beginning on the date of this Meeting:

   • Ms. Carmen Fernández Rozado, of Spanish nationality, of legal age, an economist by profession, with address for the purposes of the present at calle Triana 31, 28016 Madrid, and holder of Tax Identification Number (NIF) 09664507E, made by the Board of Directors in its session of 28 February 2017, at the proposal of the Appointments and Remuneration Committee, as an independent Director. (Approved with 99.7167% votes for, 0.1674% against and 0.1159% abstentions)

   • Mr. José Eladio Seco Domínguez, of Spanish nationality, of legal age, a civil engineer by profession, with address for the purposes of the present at C/ General Díaz Porlier, 93-4º A-Izda.-28006 Madrid, and holder of NIF 10166077P, made by the Board of Directors in its session of 22 December 2016, at the proposal of the Appointments and Remuneration Committee, as an independent Director. (Approved with 98.9202% votes for, 0.9210% against and 0.1588% abstentions)

2. To appoint as Chief Executive of the company, for the statutory term of four years from the date of this Meeting, Mr. Marcelino Fernández Verdes, of Spanish nationality, of legal age, a civil engineer by professional, with professional address for the purposes of the present at Hochtief AG, Opernplatz 2, 45128 Essen, Germany, and holder of NIF 10563170Y, subject to a favourable report by the Appointments and Remuneration Committee. (Approved with 96.2226% votes for, 3.6632% against and 0.1143% abstentions)

1. Subject to the proposal made by the Audit Committee, to extend the appointment of Deloitte, S.L., with Tax Identification Number (CIF) B-79104469 and with ROAC NO. S0692, as financial auditor for the company and the Group of Companies of which ACS, Actividades de Construcción y Servicios, S.A. is the parent, for the period of one year from and including 1 January 2018. To this end, the Board of Directors, its Chairman and whosoever of the Vice Chairman and the Director-Secretary are jointly and severally empowered to draw up the corresponding service agreement with the said financial auditors, for the time specified and under the normal market conditions they deem suitable. (Approved with 95.3784% votes for, 4.5777% against and 0.4440% abstentions)

2. To amend articles 19, 22 and 23 creation of a new article 22 bis of the Company Bylaws, which will thereafter read as follows:

   Article 19. The Board may establish an Executive Committee with the composition, organisation and powers it deems fit. It may also delegate its powers, in full or in part, to one or more of its members, who will adopt the title of Managing Directors. Likewise, an Audit Committee, an Appointments Committee and a Remuneration Committee will be established with the composition, organisation and powers indicated in other articles of the Company Bylaws.

   It may also confer general and special powers on any person, for as many matters as it deems appropriate related to the administration and the businesses in which the Company is engaged, in all their potential classes.

   In all of the instances included in this article, the Board may also grant the powers to substitute them definitively or with limitations.

   Notwithstanding the foregoing, the preparation of the financial statements and their submission to the General Meeting, the powers granted by the AGM to the Board of Directors (unless expressly authorised for sub-delegation), or other powers that by Law cannot be delegated, may not be subject to delegation, without prejudice to urgent, duly justified circumstances requiring the delegated bodies or persons to adopt the corresponding decisions, which shall be ratified in the first

   session of the Board of Directors held following adoption of the decision. (Approved with 99.7018% votes for, 0.0162% against and 0.2820% abstentions)

   Article 22. An Appointments Committee will exist, which will be formed exclusively of Non-Executive Directors appointed by the Board of Directors, at least two of whom shall be Independent Directors. The Chairman of the Committee shall be appointed from among the Independent Directors forming part thereof.

   Without prejudice to the other duties bestowed by law or by the Regulations of the Board of Directors, the Appointments Committee shall have the duties determined by law. (Approved with 99.7018% votes for, 0.0162% against and 0.2820% abstentions)

   Article 22 bis. A Remuneration Committee will exist, which will be formed exclusively of Non-Executive Directors appointed by the Board of Directors, at least two of whom shall be Independent Directors. The Chairman of the Committee shall be appointed from among the Independent Directors forming part thereof.

   Without prejudice to the other duties bestowed by law or by the Regulations of the Board of Directors, the Remuneration Committee shall have the duties determined by law. (Approved with 99.6715% votes for, 0.0465% against and 0.2820% abstentions)

   Article 23. The Board of Directors may constitute other specialist Committees, in addition to the Audit Committee, the Appointments Committee and the Remuneration Committee.

   The Regulations of the Board of Directors shall establish the number of members and shall govern the functioning of the Audit Committee, the Appointments Committee and Remuneration Committee and the other specialist Committees established by the Board of Directors. (Approved with 99.7018% votes for, 0.0162% against and 0.2820% abstentions)

3. Capital increase and capital reduction.

4. Capital increase resolution

   It is resolved to increase the share capital by an amount which is the result of multiplying (a) the nominal value of half (0.50) a euro per share of ACS, Actividades de Construcción y Servicios, S.A. ("ACS" or the "Company") by

   (b) the number de new shares of ACS resulting from the application of the formula provided under 2 below (the "New Shares"), but the total sum of the fair value of the New Shares cannot exceed a ceiling of 382 million euros.

   The capital increase is effected by means of the issuance and circulation of the New Shares, which shall be ordinary shares with a nominal value of half (0.50)

   euros each, of the same class and series as those currently outstanding, represented by means of book entries.

   The capital increase will be fully charged to the voluntary reserves, which as of 31 December 2016 amounted to 434,180,260.62 euros.

   The New Shares are issued at par value, that is, at their nominal value of half (0.50) a euro, with no share Premium, and they will be allocated free of charge to the company shareholders.

   The capital increase may be executed, by the Board of Directors (with express powers of substitution), pursuant to the provisions in the next sections below, on one or two different dates, at its exclusive discretion and therefore without having to resort again to the General Shareholders' Meeting. The dates on which the capital increase is likely to be executed are, in the case of the first execution, within the three months following the date of this General Shareholders' Meeting and, in the event there is a second execution, no later than in the first quarter of 2018, thereby coinciding with the dates on which ACS traditionally pays out the supplementary dividend and the interim dividend. Each full or partial execution of the capital increase will be referred to as an "Execution" and, together, as the "Executions."

   Pursuant to the provisions in article 311 the Consolidated Text of the Spanish Limited Liability Companies Law, the possibility of an incomplete allocation of the capital increase is foreseen in each of the Executions.

5. New Shares to be issued in each Execution

The number of New Shares to be issued in each Execution will be the result of applying the formula below, rounded to the whole number immediately below:

NAN = NTAcc / No. of rights where,

NAN = Number of New Shares to be issued on the relevant Execution date;

NTAcc = Number of shares of ACS outstanding on the date on which it is resolved to carry out each Execution; and

No. of rights = Number of free allocation rights needed for the allocation of one New Share in the relevant Execution, which will be the result of applying the formula below, rounded to the whole number immediately above:

No. of rights = NTAcc / Provisional no. of shares where,

Provisional no. of shares = Amount of the Executed Option / PreCot. For this purpose:

"Amount of the Executed Option" is the maximum fair market value corresponding to the part of the capital increase that the Board of Directors