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

ACS Actividades de Construcción y Servicios S.A.

CIF A28004885

Avenida de Pío XII, 102, 28036 Madrid

Registro Mercantil de Madrid Hoja M-30221

Comisión Nacional del Mercado de Valores Edison, 4

28006 MADRID

Madrid, 9 June 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 first execution of the capital increase charged to reserves which was passed by the Ordinary General Shareholders' Meeting on 7 May 2021. 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 first 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 first 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.

9 June 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 7 May 2021 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 574 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 426 million euros in the First Execution, or 148 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 13 May 2021, among, and using the powers of delegation in the Resolution, resolved to carry out a First 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 9 June 2021, resolved to carry out a First Execution of the Capital Increase (the "First Execution") setting the maximum reference value of said First Execution (Amount of the Executed Option) at 426 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 First Execution would determine a capital increase of approximately 5.26%. 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 First 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.

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 First Execution is

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executed and the remaining information is available, it will be disclosed as a supplement to this information document. The disclosure of the First 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 17 June 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 voluntary reserves 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 First 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 First Execution, simultaneously thereto. With this reduction, the shareholders who decide to transfer their free allocation rights as a consequence of the First 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 First 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 each trading period the shareholder will receive the fully liberated new shares to which he is entitled. As explained in section 5 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 First 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. Rights that were acquired on the Firstary market cannot be transferred. The free allocation rights may only be transferred to the Company by virtue of the

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Purchase Commitment by the shareholders who had acquired their shares until 21 June 2021 (on the date of publication of the announcement of the First Execution in the Mercantile Registry Official Gazette, BORME) and whose transactions had been settled until 23 June 2021 to the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U (Iberclear), both inclusive. As it is developed in section 5 below, the tax regime applicable to the amount obtained as a result of the exercise of this option is equivalent to that of the cash dividends and, therefore, the amount to be paid to the shareholders will be subject to the corresponding withholding in accordance with the rules established in the regulations in force.

1. Transferring the entirety or part of his free allocation rights on the market. In this case a shareholder would also choose to monetise his rights, but he would not receive a guaranteed fixed price, because the consideration for the rights would depend on the market conditions in general and on the quoted Price of those rights in particular. As it is developed in section 5 below, the amount of the sale of the rights in the market will be considered as capital gain and will be subject to the corresponding withholding in accordance with the rules established in the regulations in force for passive taxpayers of the Tax on the Income of Natural Persons (IRPF), and for their part, the taxable persons of the Corporation Tax ("IS") will obtain a benefit or loss determined according to the accounting treatment that is applicable, which will have the corresponding tax regime according with the IS regulations.

Also, shareholders may combine the above options (that is, they may choose one or more of them in respect of the entirety or part of the rights and shares to which they are entitled in the First Execution of the Capital Increase), depending on what they freely decide.

Shareholders who do not communicate a specific decision will receive the number of new shares to which they are entitled.

As stated above, shareholders will receive a free allocation right for each share of ACS of which they are holders. The number of rights required to receive a new share and the guaranteed price at which ACS shall undertake to buy the rights from those choosing to receive cash by virtue of the Purchase Commitment will depend on the quoted price of the ACS share on the days prior to the First Execution of the Capital Increase and on the number of shares outstanding at the time1. The number of rights and the final price of the Purchase Commitment are scheduled to be disclosed on 17 June 2021, by means of a supplement to this information document, and said data will be calculated by applying the formulas established in the Resolution approved by the Meeting (available at the ACS website (www.grupoacs.com) and at the CNMV website (www.cnmv.es), said formulas being laid out below.

In any event, the number of shares to be issued shall be such that the fair value of those shares calculated according to the quoted Price of the ACS share on the days before the First Execution of the Capital Increase shall be 426 million euros2. Said amount has been

1. The number of ACS shares currently in circulation is 310,664,594
2. This amount may be slightly lower as a result of the rounding provided in the Agreement.

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