ACS Actividades de Construccion y Servicios S A : Other relevant information

ACS, Actividades de Construcción y Servicios, S.A.

Comisión Nacional del Mercado de Valores Edison, 4

28006 MADRID

Madrid, 11 January 2021

Dear Sirs,

For the purpose established in section 227 of Law 4/2015, of 23 October 2015, regulating the Spanish Stock Market, and supplementary provisions, I hereby disclose to you the following Other Relevant Information:

ACS Actividades de Construcción y Servicios, S.A. resolved today to carry out the second execution of the capital increase charged to reserves which was passed by the Ordinary General Shareholders' Meeting on 8 May 2020. The operation aims to implement a flexible remuneration to shareholders ("Scrip Dividend"), with the purpose of allowing shareholders to choose between receiving cash remuneration or new shares in the Company.

Likewise, the Company resolved to execute the capital reduction by means of the retirement of treasury shares that was passed at the same General Meeting, in an amount maximum equal to the effective amount of the share capital increase as a result of the second execution mentioned in the preceding paragraph.

Enclosed is an Information Document for the purposes provided in Article 1.5. (g) of Regulation (EU) 2017/1129 of the European Parliament and of the Council, of June 14, 2017, on the prospectus that should be published in case of public offer or admission to trading of securities in a market regulated and repealing Directive 2003/71/EC, in section

3.1 which contains the schedule of the operation. Sincerely,

____________________________

José Luis del Valle Pérez Director - Secretary General

Translation of originally issued in Spanish and prepared in accordance with the regulatory applicable to the Group. In the event of a discrepancy, the Spanish-language version prevails.

INFORMATION DOCUMENT

CAPITAL INCREASE CHARGED TO RESERVES

ACS, ACTIVIDADES DE CONSTRUCCIÓN Y

SERVICIOS, S.A.

11 January 2021

This Information Document has been prepared pursuant to the provisions in Article 1.5.(g) of Regulation (UE) 2017/1129 of the European Parliament and of the Council, of June 14, 2017, on the prospectus that should be published in case of public offer or admission to trading of securities in a market regulated and repealing Directive 2003/71/CE.

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1 Object

The Annual General Meeting of Shareholders of ACS, Actividades de Construcción y Servicios, S.A. ("ACS" or the "Company") held on 8 May 2020 resolved to increase the share capital of ACS charged to voluntary reserves in an amount to be determined according to the terms established in the agreement itself (the "Capital Increase"), "), as well as to simultaneously reduce the share capital of the Company by an maximum amount equal to the amount of the share capital that is actually issued as a consequence of the Capital Increase (the Capital Increase and this reduction are the "Resolution"), delegating the execution of the resolution to the Board of Directors (with express powers of substitution) (the "Resolution" pursuant to article 297.1.a) of the Capital Companies Act, approved by Legislative Royal Decree 1/2010, of 2 July (the "Capital Companies Act").

According to the terms of the Resolution, the maximum reference fair value of the Capital Increase is 630 million euros and it may be executed within the year following the date of the Resolution on one or two occasions at the very most, and the reference fair value is not to exceed 487 million euros in the First Execution and 143 million euros in the Second execution, in the event it is carried out.

The Board of Directors of the Company, at its meeting held on 17 December 2020, among, and using the powers of delegation in the Resolution, resolved to carry out a Second Execution of the Capital Increase delegate indiscriminately to the Executive Commission, the Chairman of the Board of Directors and the Director and Secretary so that they may carry out any actions they deem appropriate or necessary for the execution of everything contained in the Resolution and they may sign any documents required or considered appropriate for the above-mentioned purposes.

By virtue thereof, on 11 January 2021, resolved to carry out a Second Execution of the Capital Increase (the "Second Execution") setting the maximum reference value of said Second Execution (Amount of the Executed Option) at 143 million euros. In the event (a mere theoretical possibility) that none of the shareholders were to choose to sell their rights to the Company pursuant to the Purchase Commitment (section 2.2 below) and that the PreCot (quoted price, the reference Price used to determine the number of shares to be issued, see also section 2.2 below) coincides with the closing share price of the day before the date of this document, this Second Execution would determine a capital increase of approximately 1-61%. However, as a consequence of the simultaneous capital reduction by means of the amortisation of shares that is mentioned in section 2.1 below, in any event following the increase and the reduction, the current share capital amount will remain unchanged.

Pursuant to the provisions in Article 1.5. (g) of Regulation (EU) 2017/1129 of the European Parliament and of the Council, of June 14, 2017, on the prospectus that should be published in case of public offer or admission to trading of securities in a market regulated and repealing Directive 2003/71/EC, it is not necessary to prepare and publish a prospectus in respect of the issuance and Listing of the shares issued as a consequence of the Second Execution insofar as the existence of this information document means that a document is available with information on the number and nature of the shares and the reasons for and details of the offer.

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The purpose of this information document is to furnish the information among that mentioned above which is available as of the present date. Once the Second Execution is executed and the remaining information is available, it will be disclosed as a supplement to this information document. The disclosure of the Second Execution of the Capital Increase and of the particulars thereof that are yet to be concretised by means of a supplement to this information document is scheduled to take place on 19 January 2021.

2 Purpose and functioning of the Capital Increase

2.1 Purpose

The purpose of the transaction forming the object of this Informative Document is to offer the shareholders of the Company, in lieu of what would be an interim cash dividend, fully paid-up shares with the possibility of immediately monetising the free allotment rights corresponding to said shares through their sale to the Company at a pre-defined price.

The transaction is in line with similar transactions carried out by ACS, since 2012, and with the practices of other important listed companies in recent years. It involves remunerating the shareholder in accordance with a flexible "optional dividend" which enables to receive and retain the shares o the receipt of money in conditions which are equivalent to those of an actual dividend. It should be noted that it has been decided to use the issue premium reserve in this operation (both in the capital increase, as in the repurchase of the rights, or any other charge that must be made against reserves for accounting purposes).

Likewise, at the time of the Second Execution, has resolved to partially execute the capital reduction by means of the amortisation of treasury shares established in the Resolution in a nominal amount maximum equal to the actual nominal amount of the Second Execution, simultaneously thereto. With this reduction, the shareholders who decide to transfer their free allocation rights as a consequence of the Second Execution will not be subject to a dilution of their ownership interest in the Company.

2.2 Functioning

The shareholders of the Company will receive a free allocation right for each ACS share in their possession. These shall be negotiable rights, and therefore they may be transferred on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges during a term of 15 calendar days, after which the rights will automatically become newly issued shares of ACS, and they will be attributed to those who at the time are holders of free allocation rights.

Therefore, at the time of the Second Execution, the shareholders of ACS will be free to choose between:

1. Not transferring their free allocation rights. In such event, at the end of trading period the shareholder will receive the fully liberated new shares to which he is entitled. As explained in section below, the allocation of shares would not be subject to withholding.
2. Transferring the entirety or part of their free allocation rights to ACS by virtue of the Purchase Commitment assumed by ACS at a guaranteed fixed price for the Second Execution (the "Purchase Commitment"). In this way, a shareholder would choose to monetise his rights, receiving the Executed Option in cash rather than receiving shares.

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