05-04-19: Annual General Meeting notice and agenda

FOMENTO DE CONSTRUCCIONES Y CONTRATAS, S.A.

NOTICE OF ANNUAL GENERAL MEETING

In accordance with a resolution of the Board of Directors at its meeting of 21 March 2019, the Annual General Meeting for FOMENTO DE CONSTRUCCIONES Y CONTRATAS, S.A. (hereinafter referred to as the "Company") is hereby convened to be held at 16:00 on 8 May 2019 at Avenida Camino de Santiago 40, 28050 (Madrid) upon first call and, should no quorum be reached, in the same place and at the same time on 9 May 2019 upon second call, with a view to discussing and, where necessary, adopting resolutions on the items on the following

AGENDA

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.

1.2.Examination and approval of corporate management in 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.

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

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

3.Appointment and/or re-election of directors.

3.1.Re-electionof ALEJANDRO ABOUMRAD GONZÁLEZ as proprietary director.

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

3.3.Re-electionof GERARDO KURI KAUFMANN as executive director.

3.4.Re-electionof MANUEL GIL MADRIGAL as independent director.

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

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

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

3.8.Re-electionof HENRI PROGLIO as independent director.

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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 ALEJANDRO ABOUMRAD GONZÁLEZ.

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 GERARDO KURI KAUFMANN.

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 INMOBILIARIA AEG SA DE CV.

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.

6.Remuneration of the members of the Board of Directors.

6.1.Remuneration of the members of the Board of Directors corresponding to 2018.

6.2.Submission to a vote of an advisory nature of the Annual Director Remuneration Report corresponding to 2018.

7.Contribution of essential assets to a subsidiary and restructuring of the environmental services activity. Approval pursuant to articles 160 and 511 bis of the Spanish Corporate Enterprises Act.

8.Authorisation to the Board of Directors, with substitution powers, to agree, on one or several occasions, to increase capital as provided for by article 297.1.b) of the Corporate Enterprises Act, subject to the limits established therein, and with the power, if applicable, to agree to the exclusion of the right of preferential subscription up to a limit of 20% of the share capital at the time of this delegation.

9.Reduction of the convocation period of extraordinary general meetings.

10.Grant directors broad powers to draw up, place on the public record, register, rectify and execute the adopted agreements.

Attestation by a Notary

The Board of Directors has agreed to require the presence of a Notary to draw up the Minutes of the General Meeting in accordance with articles 203 of the Spanish Corporate Enterprises Act, 101 of the regulations of the Mercantile Register, 26.7 of the Company Bylaws and 26.3 of the General Meeting Regulations.

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Supplement to the notice of meeting and presentation of new motions

According to article 519 of the Spanish Corporate Enterprises Act, shareholders representing at least three per cent (3%) of the share capital may request publication of a supplement to the General Meeting announcement including one or more items on the agenda, provided the new items are accompanied by a justification or, where appropriate, a well-founded proposed resolution. For this purpose, shareholders must indicate the number of shares that they hold or act for. Shareholders seeking to exercise this right should send this supplement via reliable notification to the registered office of the Company to the attention of the Office of the General Secretary (Secretaría General, C/ Balmes 36, Barcelona) within five (5) days following publication of the present announcement. The supplementary notice shall be published at least fifteen (15) days before the date set for the meeting upon first call.

Shareholders representing at least three per cent (3%) of the share capital may, within the term and as indicated in the paragraph above, submit reasoned motions on items that either already are or should be included on the Agenda. These proposals and, where pertinent, any accompanying documentation shall be posted without interruption on the Company's website as they are received.

Attendance, proxy and voting rights

- Attendance:

As provided under article 18 of the Company Bylaws, the General Meeting may be attended by shareholders who hold at least one share, whose ownership appears in the corresponding entries of the share register at least five (5) days before the date of the Meeting, and can thus substantiate such ownership through the corresponding authentication certificate, attendance card issued by the Company, or any other manner admitted by the pertinent legislation currently in force.

- Proxy:

All shareholders with a right to attend may be represented at the General Meeting by a proxy holder, who need not necessarily be a shareholder. Representation through proxy must be granted in writing in accordance with the terms and conditions and within the scope established by the Spanish Corporate Enterprises Act, and be especially worded for the General Meeting, save the exceptions contemplated in the Spanish Corporate Enterprises Act.

When the delegation form fails to indicate the specific person to whom the shareholder confers representation, it shall be construed as having been granted to the Chairman of the General Meeting.

- Voting:

Shareholders holding the right to attend may also vote by personally attending and voting at the Meeting with the attendance card duly signed and filled out.

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-Voting and conferring proxies at the General Shareholders Meeting via a remote communication medium.

I.- Voting via a remote communication medium.

As provided for under articles 20 of the Bylaws and 22 of the General Meeting Regulations, shareholders may vote on motions concerning items on the Agenda by post, electronic mail or any other channel or medium enabling remote communication that can duly guarantee the identity of the shareholder, according to the following instructions:

I.1.- Voting by post.

Shareholders who opt to vote via post must send either the attendance card issued by the entities in charge of the share register or the attendance card form provided by the Company.

The card must be duly completed, signed and then sent to the Company through any of the following procedures:

a)Delivery or dispatch to the registered business address (C/ Balmes 36, 08007 Barcelona) or at the office in Madrid (Av. del Camino de Santiago 40, 28050 Madrid). In either case, the letter must be sent to the attention of the "Departamento de Bolsa y Relaciones con Inversores" (Stock Exchange and Investor Relations Department).

b)Delivery of the duly completed and signed card to an Iberclear member entity with which the shareholders have deposited their shares.

I. 2.- Voting by electronic communication.

Shareholders may also vote electronically from a page on the Company's website dedicated to the General Meeting in the section called "Accionistas e inversores" (Shareholders and Investors), where there are specified voting instructions appearing on each screen of the web page.

Electronically cast votes will be issued under a recognised or advanced electronic signature as contemplated in the Spanish Electronic Signature Act (Law 59/2003 of 19 December), so long as they are based on (i) the User's Electronic Certificate issued by CERES (Spain's Public Certification Authority), which is part of the Spanish National Mint, for which there is no record of revocation, or (ii) the recognised electronic certificate incorporated in the government-issued electronic identity card (eID) in accordance with Spanish Royal Decree 1553/2005 of 23 December, which regulates the issuing of Spanish national identity cards and their electronic signature certificates.

Shareholders who have an electronic signature meeting one of the indicated requirements and identify themselves therewith may cast their votes for the items on the Agenda at the General Meeting.

II.- Granting proxies through remote communication systems.

As provided for under articles 19 of the Bylaws and 11 of the General Meeting Regulations, shareholders may grant proxies for the General Meeting by post, electronic mail or any other channel or medium enabling remote communication that can duly guarantee the identity of the shareholder, according to the following instructions:

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II.1.- Granting proxies by post.

Shareholders who opt to grant proxies by post must send either the attendance card issued by the entities in charge of the share register or the Company-provided attendance card form to the Company.

When granting proxies to the Chairman or any other member of the Board of Directors, including the Secretary, the card must be sent to the Company by any of the following procedures:

a)Delivery or dispatch to the registered office (C/ Balmes 36, 08007 Barcelona) or at the office in Madrid (Av. del Camino de Santiago 40, 28050 Madrid). In either case, the letter must be sent to the attention of the "Departamento de Bolsa y Relaciones con Inversores" (Stock Exchange and Investor Relations Department).

b)Delivery of the duly completed and signed card to an Iberclear member entity with which the shareholders have deposited their shares.

II.2.- Granting proxies through electronic communication.

Shareholders may also grant proxies electronically from a page on the Company's website dedicated to the General Meeting in the section called "Accionistas e inversores" (Shareholders and Investors), where there are specified voting instructions appearing on each screen of the web page.

Electronically granted proxies will be issued under a recognised or advanced electronic signature as contemplated in the Spanish Electronic Signature Act (Law 59/2003 of 19 December), so long as they are based on (i) the User's Electronic Certificate issued by CERES (Spain's Public Certification Authority), which is part of the Spanish National Mint, for which there is no record of revocation, or (ii) the recognised electronic certificate incorporated in the government-issued electronic identity card (eID) in accordance with Spanish Royal Decree 1553/2005 of 23 December, which regulates the issuing of Spanish national identity cards and their electronic signature certificates.

Shareholders who have an electronic signature meeting one of the indicated requirements and identify themselves therewith may grant proxies to a proxy holder from the website.

II.3.- Common provisions for granting proxies via a remote communication medium.

Shareholders who grant proxies via a remote communication channel must notify the designated proxy holder of the granted proxy, of which there must also be a record of acceptance. For this purpose, on the date and at the place of the General Meeting, the designated proxy holders must identify themselves through a government-issued ID or passport and submit a printed copy of the issued proxy made by post or electronic media duly signed by the proxy holder and the represented shareholder.

When the represented shareholder has given instructions, the proxy holder shall cast votes according thereto and will be required to keep a record of the instructions for one year following the date of the corresponding Meeting.

The delegation may also include items that, while not listed on the announced Agenda in the call, may nevertheless be addressed by the Meeting as provided for by law.

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