Prospectus Capital Increase with Preemptive Rights for Total Cash Proceeds of Euros 401,331,802.50 by the Issuance of 89,184,845

This is an English translation of the prospectus in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the prospectus and the original prospectus in the Spanish language, the latter will prevail.

PROSPECTUS

CAPITAL INCREASE WITH PREEMPTIVE RIGHTS FOR TOTAL CASH PROCEEDS OF EUROS 401,331,802.50 BY THE ISSUANCE OF 89,184,845 SHARES

SACYR VALLEHERMOSO, S. A.

This Prospectus has been registered in the Official Register of the Comisión Nacional del Mercado de Valores on 7 December 2011

As contemplated in Royal Decree 1310/2005 of 4 November 2005 and Order EHA 3527/2005 of 10 November,this prospectus has been drafted in accordance with the model set forth in Annexes I and III of Commission Regulation EC 809/2004 of 29 April 2004, on application of Directive 2003/71/EC of the European Parliament and of the Council This is an English translation of the prospectus in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the prospectus and the original prospectus in the Spanish language, the latter will prevail.

I. SUMMARY NOTE...... 1 1 DESCRIPTION OF THE TRANSACTION...... 1 2 REASONS FOR THE OFFER AND USE OF PROCEEDS...... 4 3 TIME PERIOD FOR SUBSCRIPTION FOR THE CAPITAL INCREASE AND DESCRIPTION OF THE APPLICATION PROCESS...... 4 4 DESCRIPTION OF THE ISSUER...... 10 5 SELECTED FINANCIAL INFORMATION...... 10 6 RISK FACTORS...... 11 6.1 Risk factors specific to the issuer’s industry in the prevailing economic environment .... 11 6.2 Risk factors specific to the SyV Group’s business activities...... 21 6.3 Factores de riesgo financieros...... 22 6.4 Risk factors relating to the securities being issued ...... 26 II. RISK FACTORS...... 1 III. SECURITIES NOTE ...... 1 1. PERSONS RESPONSIBLE ...... 1 1.1. Persons responsible...... 1 1.2. Declaration by persons responsible...... 1 2. RISK FACTORS...... 1 3. KEY INFORMATION ...... 1 3.1. Working capital statement ...... 1 3.2. Capitalisation and indebtedness ...... 1 3.3. Interest of natural and legal persons involved in the issue/offer...... 2 3.4. Reasons for the offer and use of proceeds...... 2 4. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ ADMITTED TO TRADING ...... 3 4.1. Description of the type and class of the securities being offered...... 3 4.2. Legislation under which the securities have been created ...... 3 4.3. Representation of the shares in book-entry form ...... 3 4.4. Currency of the securities issue...... 3 4.5. Description of the rights attached to the securities ...... 3 4.6. Resolutions, authorisations and approvals by virtue of which the securities will be issued6 4.7. Expected issue date of the securities...... 7 4.8. Restrictions on the free transferability of the securities...... 7 4.9. Indication of the existence of any mandatory takeover bids and/or squeeze-out and sell- out rules in relation to the securities ...... 7 4.10. Indication of public takeover bids by third parties in respect of the issuer’s equity...... 8 4.11. Taxation of the securities ...... 8 This is an English translation of the prospectus in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the prospectus and the original prospectus in the Spanish language, the latter will prevail. 5. TERMS AND CONDITIONS OF THE OFFER...... 19 5.1. Conditions, offer statistics, expected timetable and action required to subscribe for the New Shares ...... 19 5.2. Plan of distribution and allotment...... 31 5.3. Pricing...... 32 5.4. Placing and Underwriting ...... 33 6. ADMISSION TO TRADING AND DEALING ARRANGEMENTS ...... 34 6.1. Indication as to whether the securities offered are or will be the object of an application for admission to trading ...... 34 6.2. Regulated markets or equivalent markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading...... 35 6.3. Subscriptions or private placements of securities of the same class or the creation of securities of other classes for public or private placing ...... 35 6.4. Entities providing liquidity ...... 35 6.5. Stabilization ...... 35 7. SELLING SECURITIES HOLDERS ...... 35 8. EXPENSE OF THE ISSUE...... 35 9. DILUTION ...... 35 9.1. The amount and percentage of immediate dilution resulting from the offer...... 35 9.2. In the case of a subscription offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer ...... 36 10. ADDITIONAL INFORMATION...... 36 10.1. Statement of the capacity in which the advisers have acted ...... 36 10.2. Indication of other information in the Securities Note which has been audited or reviewed by the statutory auditors...... 36 10.3. Independent expert reports...... 36 10.4. Information sourced from a third party...... 36 11. ASPECTS RELATING TO THE OFFER IN PORTUGAL...... 36 11.1. Information regarding the New Shares ...... 36 11.2. Description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights ...... 38 11.3. Authorisations and approvals by virtue of which the securities have been or will be created and/or issued...... 39 11.4. Terms and conditions of the capital increase ...... 39 11.5. Pricing...... 43 11.6. Name and address of any paying agent and of the deposit agents in Portugal...... 44 11.7. Admission to trading and dealing arrangements...... 44 11.8. Representative for relations with the market...... 44 This is an English translation of the prospectus in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the prospectus and the original prospectus in the Spanish language, the latter will prevail. IV.- REGISTRATION DOCUMENT ...... 1 1. PERSONS RESPONSIBLE ...... 1 1.1. Persons responsible...... 1 1.2. Declaration by persons responsible...... 1 2. STATUTORY AUDITORS...... 1 2.1. Name and address of auditors of the financial statements ...... 1 2.2. Resignation or removal of the auditors of the financial statements ...... 1 3. SELECTED FINANCIAL INFORMATION...... 1 3.1. Selected historical financial information regarding the issuer...... 1 3.2. Historical financial information for interim periods ...... 2 3.3. Key financial ratios ...... 2 4. RISK FACTORS...... 1 5. INFORMATION ABOUT THE ISSUER...... 1 5.1. History and development of the issuer...... 1 5.2. Investments ...... 3 6. DESCRIPTION OF THE COMPANY ...... 1 6.1. Principal activities...... 1 6.2. Principal markets...... 29 6.3. Exceptional factors affecting the information given pursuant to sections 6.1 and 6.2...... 42 6.4. Information regarding the extent to which the issuer is dependent on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes...... 42 6.5. The basis for any statements made by the issuer regarding its competitive position...... 42 7. ORGANISATIONAL STRUCTURE...... 1 7.1. Description of the group and the issuer’s position within the group ...... 1 7.2. List of the issuer’s significant subsidiaries ...... 3 8. PROPERTY, PLANT AND EQUIPMENT...... 1 8.1. Information regarding any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon ...... 1 8.2. Description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets ...... 1 9. OPERATING AND FINANCIAL REVIEW...... 1 9.1. Financial condition...... 1 9.2. Operating results ...... 1 10. CAPITAL RESOURCES ...... 1 10.1. Information concerning the issuer’s capital resources (both short and long term) ...... 1 10.2 Explanation of the sources and amounts of and a narrative description of the issuer's cash flows...... 5 This is an English translation of the prospectus in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the prospectus and the original prospectus in the Spanish language, the latter will prevail. 10.2. Information on the borrowing requirements and funding structure of the issuer...... 7 10.3. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations...... 14 10.4. Information regarding the anticipated sources of funds needed to fulfil commitments referred to in items 5.2.3. and 8.1...... 14 11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES...... 1 12. TREND INFORMATION...... 1 12.1. The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of 2009 ...... 1 12.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects...... 12 13. PROFIT FORECASTS OR ESTIMATES ...... 1 14. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT ...... 1 14.1. Identification and activities...... 1 14.2. Administrative, management and supervisory bodies and senior management conflicts of interest...... 11 15. REMUNERATION AND BENEFITS...... 1 15.1. Amount of remuneration paid and benefits in kind granted by the issuer and its subsidiaries for services in all capacities rendered to the issuer and its subsidiaries...... 1 15.2. Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits ...... 4 16. BOARD PRACTICES ...... 1 16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office...... 1 16.2. Information about members of the administrative, management or supervisory bodies' service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate negative statement...... 1 16.3. Information about the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates...... 1 16.4. Degree of compliance with corporate governance recommendations...... 5 17. EMPLOYEES...... 1 17.1. Number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information ...... 1 17.2. Shareholdings and stock options...... 1 17.3. Description of any arrangements for involving the employees in the capital of the issuer. 3 18. MAJOR SHAREHOLDERS...... 1 18.1. Significant shareholdings...... 1 18.2. Different voting rights of the issuer’s major shareholders...... 1 This is an English translation of the prospectus in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the prospectus and the original prospectus in the Spanish language, the latter will prevail. 18.3. Control of the issuer and measures in place to ensure that control is not abused ...... 2 18.4. Description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer ...... 2 19. RELATED PARTY TRANSACTIONS...... 1 20. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES ...... 1 20.1. Historical financial information...... 1 20.2. Finance statements ...... 27 20.3. Auditing of historical annual financial information...... 27 20.4. Age of latest financial information ...... 28 20.5. Interim information – Nine-month period ended 30 September 2010...... 28 20.6. Dividend policy...... 38 20.7. Legal and arbitration proceedings...... 39 20.8. Significant change in the issuer’s financial or trading position ...... 39 21. ADDITIONAL INFORMATION...... 1 21.1. Share capital...... 1 21.2. Memorandum and Articles of Association ...... 7 22. MATERIAL CONTRACTS...... 1 23. THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST ...... 1 23.1. Expert reports...... 1 23.2. Information sourced from a third party...... 1 24. DOCUMENTS ON DISPLAY ...... 1 25. INFORMATION ON HOLDINGS ...... 1 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. I. SUMMARY NOTE

There follows a description of the main characteristics and material risks associated with SACYR VALLEHERMOSO, S. A. (“SACYR VALLEHERMOSO” or the “Company” and, together with the group of companies comprising its consolidation group, referred to collectively as the “SyV Group” or the “Group”) and the securities described in the registration document (which was registered in the official registries of the CNMV on 7 December 2010, the “Registration Document”) and the share securities note (registered in the official registries of the CNMV on the same date, the “Share Securities Note”) which details the issue by the Company of 89,184,845 ordinary shares (for the nominal amount of €89,184,845) for total cash proceeds of €401,331,802.50.

The Registration Document and Share Securities Note shall hereinafter be jointly referred to as the “Prospectus”.

It is hereby expressly noted that:

• This summary should be read as an introduction to the Prospectus.

• Any decision to invest in the securities described in the Share Securities Note should be based on an investor evaluation of the Prospectus as a whole.

• No person may be held civilly liable exclusively on account of this Summary or the information contained herein unless it is construed to be misleading, inaccurate or contradictory when read together with the other parts of the Prospectus.

• Any investors bringing a claim before a court with respect to the information contained in the Prospectus may, in accordance with the laws of Member States of the European Economic Area, be required to bear the costs of translation of the Prospectus prior to the commencement of the proceedings.

Investors residing in Portugal may obtain a copy of the Share Securities Note together with the Share Registration Document in English and this summary in Portuguese through the information disclosure system available on the website of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) (www.cmvm.pt) on and at the registered office of Banco Espírito Santo de Investimento, S.A.

1 DESCRIPTION OF THE TRANSACTION

The transaction entails a capital increase (the “Capital Increase”) in the total nominal amount of €89,184,845 by means of the issuance of 89,184,845 new shares with a par value of one euro (€1) each, of the same class and series as those currently outstanding (the “New Shares”), represented by book entries, and an issue premium of €3.50 per new Share, giving all of the Company’s shareholders the right to pre-emptively subscribe to five (5) New Shares for every seventeen (17) shares they hold. The unit issue price is accordingly €4.50 for every New Share issued, for a total cash raise of €401,331,802.50.

The Capital Increase was approved by the Company’s Board of Directors in a meeting held on 10 November 2010, making use of the power conferred in it at the Annual General Meeting held on 30 June 2010 (AGM Agenda item 8). The Capital Increase will take the form of a rights issue, entitling all the Company’s existing shareholders to pre-emptive subscription rights.

Summary – Page 1 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. The shareholders below have given their express, unconditional and irrevocable commitment to the Company to subscribe, directly or indirectly through entities they control, in the first or second or third round, as appropriate, and pay for a total of 51,699,455 New Shares for a cash value of €232,647,547.50, broken down as follows:

No. of New No. of New % capital after Cash Proceeds Shareholder Shares (1st Shares (2nd or the capital (€) round) 3rd round) increase Mariano Roca 83.522 0 375,849.00 0.093% Salvador Gil 205.555 0 924,997.50 0.278% Marloja Inversiones, S.L. 264.705 624.184** 4,000,000.50 0.454% Cymofag, S.L. 1.111.112 0 5,000,004.00 6.203% Corporación Caixa Galicia 2.681.919 0 12,068,635.50 2.994% Caixanova 3.552.013 0 15,984,058.50 3.965% Prilomi, S.L. 4.508.040 0 20,286,180.00 5.032% Actividades Inmobiliarias y 189.844 9.686.420*** Agrícolas, S.A. 44,443,188.00 7.196% Disa Corporación Petrolífera, S.A. 6.043.893 0 27,197,518.50 6.747% Prilou, S.L.* 6.603.071 0 29,713,819.50 8.232% Participaciones Agrupadas, S.L. 7.175.022 0 32,287,599.00 8.010% Austral B.V. 8.970.155 0 40,365,697.50 10.014% TOTAL 46.636.899 5.062.556 232,647,547.50 65.166% * Prilou, S.L.’s direct and indirect commitment amounts to a total of 11,111,111 New Shares ***On third round. *** Actividades Inmobiliarias and Agrícolas, S.A. signed a contract with Rimefor Nuevo Milenio, S.L. para la adquisición de 14.434.989 derechos de suscripción preferente. 1 Control by D. Manuel Manrique Cecilia. 2 Control by D. José Manuel Loureda Mantiñán 3 Control by D. Luis Fernando del Rivero Asensio 4 Control by D. Juan Abelló Gallo

In addition, if the capital increase is not fully subscribed in the first or second rounds, the third parties listed below, who are not currently Company shareholders, have given their express, unconditional and irrevocable commitment to the Company to subscribe, directly or indirectly through entities they control, and pay for a total of 37,485,390 New Shares for a cash value of €168,684,255.00, broken down as follows:

Summary – Page 2 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. *Assuming these investors are allotted the total number of shares they have irrevocably committed to subscribe and that they do not acquire additional shares or pre-emptive subscription rights over shares of the Company.

1 Control by D. José Moreno Carretero.

2 In accordance with the company information, Grupo Corporativo Fuertes, S.L. does not have any controlling shareholder.

The New Shares are ordinary shares in the Company and will grant their holders the same voting and economics rights as carried by those already outstanding as from the date of registration of their names in IBERCLEAR’S registers. The par value and share premium corresponding to the New Shares to be issued under the Registration Document will be fully paid for in cash on the terms and conditions outlined in the Prospectus.

Shareholders will not bear any expenses for subscribing to the New Shares; participating shareholders will only have to pay the par value and share premium for every New Share they subscribe to.

The New Shares are expected to be admitted to trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through the Sistema de Interconexión Bursátil (Continuous Market) and in Euronext Lisbon by no later than 5 January 2011.

The new shares represent 29.24% of the Company’s share capital at the date of authorising this document, before consideration of the New Shares to be issued, and 22.627% of share capital post Capital Increase.

There follows a tentative timeline for the Capital Increase. The subscription and payment procedure is described in greater detailed later on in this Summary:

STEP ESTIMATED DATE Registration of the prospectus for the capital increase 7 December 2010 Publication of the announcement of the capital increase in the 9 December 2010 BORME and the Official Securities Market Listing Bulletin (Boletín Oficial de Cotización de las Bolsas de Valores) Commencement of Pre-emptive Subscription Period (First 10 December 2010 Round) and Application for Additional Shares End of the Pre-emptive Subscription Period (First Round) 24 December 2010 Period for the Allotment of Additional Shares (Second Round) 30 December 2010 Pro-rata allotment, if applicable, of Additional Shares 30 December 2010 Commencement of the Discretionary Allotment Period (Third 30 December 2010 Round) if applicable End of the Discretionary Allotment Period (Third Round) if 30 December 2010 applicable Payment o the New Shares 31 December 2010 Resolution to execute the capital increase / Significant event 3 January 2011

Summary – Page 3 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail.

STEP ESTIMATED DATE notification to the CNMV (final outcome of subscription) Capital increase raised to public deed 3 January 2011 Registration of the capital increase public deeds in the Register 3 January 2011 of Companies Assignment by IBERCLEAR of the register reference numbers 3 January 2011 for the New Shares Admission to trading of the New Shares [5] January 2011 Shareholders of SACYR VALLEHERMOSO and investors residing in Portugal should refer to Section 11 of the Share Securities Note for information regarding the Capital Increase in Portugal, notably the schedule of its execution.

2 REASONS FOR THE OFFER AND USE OF PROCEEDS

The proceeds from the capital increase covered by the Securities Note will be used by the Company to make investments related to infrastructure concessions under construction, to meet its investment commitments under the service agreements granted to the SACYR VALLEHERMOSO Group and to provide additional funding for organic business growth, although as at the date of registration of this Document the Company has yet to determine the amount it will allocate to each investment.

In summary, this capital increase is designed to put into service new agreements and services, which will boost the SACYR VALLEHERMOSO Group’s future cash flow generation.

3 TIME PERIOD FOR SUBSCRIPTION FOR THE CAPITAL INCREASE AND DESCRIPTION OF THE APPLICATION PROCESS

3.1 Pre-emptive Subscription Period

3.1.1 Pre-emptive Subscription Period (First Round)

(a) Allotment of pre-emptive subscription rights

As indicated in section 4.6 above, the resolution to increase capital recognises pre-emptive subscription rights to the Company’s shareholders as provided for in article 304 of the Spanish Enterprise Act.

Company shareholders (excluding treasury shares) who at 23:59 on the day of publication of the announcement of the capital increase in the Official Journal of the Register of Companies (i.e. the day before the start of the Pre-emptive Subscription Period) appear as shareholders of record in the book-entry registries of IBERCLEAR will have pre-emptive rights to subscribe for five (5) New Shares for every seventeen (17) shares they hold.

For the record, the Company holds 1,738,898 treasury shares. To determine the exchange ratio applicable for attributing pre-emptive subscription rights and in compliance with articles 134, 136.1 and 2, 137, 138 and 148 of the Spanish Enterprise Act, treasury shares held directly or indirectly have been not considered in calculating the proportion of five (5) New Shares for every (17) outstanding shares of the Company. Therefore, the rights corresponding to treasury shares are added to those of the rest of the shareholders.

Summary – Page 4 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. (b) Transferability of pre-emptive subscription rights

Pre-emptive subscription rights will be transferable under the same terms as the shares to which they attach, pursuant to article 306.2 of the Spanish Enterprise Act. Accordingly, Company shareholders (excluding treasury shares) who have not transferred all of their pre-emptive subscription rights (the “Shareholders of Record”), as well as third party investors who acquire such rights on the market (the “Investors”), in a sufficient proportion to subscribe for New Shares, shall be entitled to pre-emptive subscription rights.

The Pre-emptive Subscription Period for Shareholders of Record and Investors will commence on the day after the publication of the capital increase in the BORME and will have a duration of fifteen (15) calendar days. The Pre-emptive Subscription Period is expected to commence on 10 December 2010 and to end on 24 December 2010. Trading of pre-emptive subscription rights is expected to commence on 10 December 2010 and to end on 23 December 2010.

(d) Procedure for the exercise of pre-emptive subscription rights

In order to exercise the pre-emptive subscription rights, the Shareholders of Record and the Investors must contact the IBERCLEAR participating entity in whose book-entry record their pre-emptive subscription rights are registered (which in the case of Shareholders of Record will be the participating entity with which they have deposited the shares carrying such rights), stating their intent to exercise their pre-emptive subscription rights.

Orders placed for the exercise of pre-emptive subscription rights shall be considered to have been made on a firm, unconditional and irrevocable basis and shall carry the subscription of the New Shares to which they attach.

Pre-emptive subscription rights not exercised will be automatically extinguished at the expiry of the Pre-emptive Subscription Period.

(e) Application for additional shares

During the Pre-emptive Subscription Period, upon exercising their pre-emptive subscription rights, Shareholders of Record and Investors may apply to subscribe for additional New Shares of the Company (“Additional Shares”) if there are New Shares not subscribed for through the exercise of pre-emptive subscription rights (“Surplus Shares”); i.e. the full amount of the capital increase is not covered.

To apply for Additional Shares, Shareholders of Record and/or Investors must have exercised all the pre-emptive subscription rights they had deposited at that time with the IBERCLEAR participating entity with which they intend to apply for Additional Shares and exercise these rights. Orders relating to the application for Additional Shares must be made for a specific number of shares and are not subject to a quantitative limit.

IBERCLEAR participating entities will be responsible for verifying that the Shareholders of Record and Investors applying for Additional Shares have previously exercised all the pre- emptive subscription rights they have deposited at that time with the participating entity in question.

Summary – Page 5 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. Orders applying for Additional Shares will be deemed to be made on a firm, irrevocable and unconditional basis, even though they may not be met in their entirety.

In no circumstances will Shareholders of Record or Investors applying for Additional Shares be allotted more shares than they requested. The allotment of Additional Shares is subject to the existence of Surplus Shares after the exercise of the pre-emptive subscription rights in the Pre- emptive Subscription Period.

(f) Notifications to the Agent

It is anticipated that the IBERCLEAR participating entities shall, during the Pre-emptive Subscription Period, give notice to the Agent on a daily basis, no later than 17:00 CET, by e- mail or otherwise by fax, of the total number of New Shares subscribed for in exercise of pre- emptive subscription rights and the total number of Additional Shares requested, in aggregate terms since the commencement of the Pre-emptive Subscription Period.

The participating entities must pass on to the Agent the electronic file transfers or, failing this, digital media with the information on the New Shares subscribed for during the Pre-emptive Subscription Period and on the Additional Shares effectively requested, which must meet the specifications of the Issuer Transactions Manual (Manual de Operaciones con Emisores) of the AEB no later than 9:00 CET on the fourth business day following the expiry of the Pre-emptive Subscription Period, that is, as scheduled, on December 30, 2010. Under the terms provided for in this Securities Note, business days are understood to be any day on which the Sistema de Interconexión Bursátil Español (the Continuous Market) is open.

The Agent may reject notifications from the participating entities that have been transmitted on a date or at a time later than indicated above, or those that do not comply with any of the requirements or instructions applicable to such notifications as provided in this Securities Note or in prevailing legislation, without itself incurring or causing the Company to incur any liability therefore, and without prejudice to the liability that the infringing participating entity may incur to the makers of the orders timely placed with such participating entity.

3.1.2 Period for the Allotment of Additional Shares (Second Round)

In the event there are Surplus Shares after the end of the Pre-emptive Subscription Period, a Period for Allotment of Additional Shares shall begin in order to distribute the Surplus Shares among the Shareholders of Record and Investors who, in accordance with the preceding section, had applied for Additional Shares.

The Allotment of Additional Shares shall take place no later than the fourth business day following the end of the Pre-emptive Subscription Period. The Allotment of Additional Shares is expected to take place on 30 December 2010.

On that date, the Agent shall determine the number of Surplus Shares and allot them to Shareholders of Record or Investors who had duly applied for Additional Shares.

If the number of Additional Shares applied for were equal to or less than the number of Surplus Shares, these will be allotted to the applicants until their applications have been fully covered.

If the number of Additional Shares is greater than the number of Surplus Shares, the Agent shall allot the shares on a pro-rata basis under the terms set out below:

Summary – Page 6 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. 1. Surplus Shares will be allotted in proportion to the number of Additional Shares applied for by each Shareholder of Record or Investor. For such purpose, the number of Surplus Shares shall be divided by the total number of Additional Shares requested. In the event of fractions in the allotment, the amount will be rounded down to the next whole number of shares. The percentages used for this proportional allotment will be rounded by default down to eight decimal places (e.g. 0.000076787% would become 0.00007678%).

2. If, after the pro-rata allocation described above has been completed some Surplus Shares remain unallotted due to the rounding, these will be distributed one by one to subscribers in descending order of the size of their application for Additional Shares and, where if applications are for the same number of shares, in alphabetical order of the Shareholders of Record or Investors submitting these applications, starting with the first letter in the field “Name and Surname or Company Name” whatever its content, in the electronic files transmitted (or digital files submitted) by the participating entities beginning with the letter “A”.

The Agent shall allot the Surplus Shares to the Shareholders of Record and Investors who applied for Additional Shares and shall notify the participating entities that submitted the respective applications for Additional Shares the number of New Shares allotted to those applicants on the first business day after the end of the Period for the Allotment of Additional Shares, which according to the expected timetable is 31 December 2010.

The Surplus Shares allotted to those applying for Additional Shares shall be understood as having been subscribed for during the Period for the Allotment of Additional Shares.

In no circumstances will Shareholders of Record and Investors be allotted more shares than they applied for.

3.1.3 Discretionary Allotment Period (Third Round)

If after the Second Round there were still unsubscribed New Shares, the Company may allot then discretionally. Such allotment shall be made among the entities indicated in point 2 of section 5.2.2 below that have assumed unconditional and irrevocable subscription commitments in accordance with the provisions of that section. The Company shall notify the definitive allotment of these shares to the Agent at the end of the Discretionary Allotment Period, which according to the expected timetable is 30 December 2010. It will also notify investors awarded shares the number of New Shares allotted to them during the Discretionary Allotment Period.

3.1.4 Early closure and incomplete subscription

Irrespective of the provisions in the sections above, the Company may, at any time, declare the capital increase closed early once the Pre-emptive Subscription Period or the Period for the Allotment of Additional Shares has ended, provided it has been fully subscribed.

3.1.5 Tax

Section 4.11 of the Securities Note includes relevant information on the tax tratament aplicable in Spain to the adcuisition, ownership and trnasfer of the preemtive ritghs and

Summary – Page 7 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. the New Shares. In addition, section 4.11.3 of the Share Securities Note includes information regarding the tax regulations applicable to the shareholders of SACYR VALLEHERMOSO and investors who are resident in Portugal.

3.1.6 Residents in Portugal

Shareholders of SACYR VALLEHERMOSO and investors residing in Portugal should refer to Section 11 of the Share Securities Note for information regarding the Capital Increase in Portugal.

3.2 Payment

Full payment of the Subscription Price of each New Share, comprising the par value and the issue premium, shall be made as described below:

3.2.1 New Shares subscribed in the Pre-emptive Subscription Period (First Round)

The Subscription Price of each New Share subscribed in the First Round must be paid in full when the application for subscription is submitted. Payment must be through the participating entities that submitted their subscription orders, which must be confirmed at that time.

Participating Entities through which subscription applications for New Shares are made will pay the corresponding to the Agent by the means made available by IBERCLEAR, with value date the same day, no later than 11:00 CET on the fifth trading day following the end of the Pre-emptive Subscription Period (i.e. 27 December 2010 according to the expected timetable). The Agent shall pay these funds in the Company’s account opened for this purpose at the Agent, with value date the same day, no later than 12:15 CET.

If any of the Participating Entities that notified the Agent of the exercise of pre-emptive subscription rights as provided for in section 5.1.3(A)(1) of the Securities Note do not pay the amounts corresponding to these subscriptions in full within the term established for this purpose, the Agent shall allot the New Shares to this Participating Entity, which must pay the amounts corresponding to these New Shares without the Agent or the Company incurring any liability whatsoever and without prejudice to the liability that the infringing Participating Entity may incur to the holders of the orders for subscription for New Shares timely placed with such participating entity.

If any of the Participating Entities that paid the amounts corresponding to the subscription of shares during the Pre-emptive Subscription Period within the established term do not notify the Agent of the list of subscribers as provided for, the Agent shall allot the New Shares paid in the name of this Participating Entity, without the Agent or the Company incurring any liability whatsoever and without prejudice to the liability that the infringing Participating Entity may incur to the holders of the orders for subscription for New Shares timely placed with such entity.

3.2.2 New Shares subscribed in the Period for Allotment of Additional Shares (Second Round)

Summary – Page 8 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. timetable) through the participating entities with which the applications for subscription of Additional Shares were placed.

Notwithstanding the above, the participating entities may ask subscribers for a provision of funds the amount of the Subscription Price of the Additional Shares applied for at time of application as provided for in section 5.1.5 of the Securities Note. Nonetheless, if the number of Additional Shares ultimately allotted to each applicant is less than the number of Additional Shares applied for, the participating entity shall be obliged to return to the applicant, free of any expenses or fees, the amount corresponding to the funds provided or the excess in respect of which no Additional Shares were allotted, pursuant to the procedures applicable to such participating entities. If for reasons attributable to the Participating Entity there was a delay in the reimbursement of the related provision of funds, this Participating Entity must pay late-payment interest at the statutory rate (currently 4%), accrued from the date on which it should have made the reimbursement until the date the funds are effectively returned.

During the first business day following the end of the Period for the Allotment of Additional Shares, the participating entities shall notify the Shareholders of Record and Investors of the additional New Shares ultimately allotted to them. If a provision of funds is made, the participating entity will apply the provision. If no funds are provided, the Shareholder of Record or Investor must pay the amount of subscription no later than 31 December 2010.

Participating entities through which applications for subscription of Additional Shares during the Period for the Allotment of Additional Shares were made must pay corresponding amounts corresponding to the Subscription Price to the Agent by the means made available by IBERCLEAR, with value date the same day, no later than 11:00 CET on the next business day after the end of the period for the Allotment of Additional Shares (i.e. 31 December 2010 according to the expected timetable), with value date the same day. The Agent shall pay these funds in the Company’s account opened for this purpose at Santander Investment, S.A., with value date the same day, no later than 12:15 CET.

If any of the participating entities that notified the Agent of the application for Additional Shares as provided for in section 5.1.3(A)(1)(f) of the Securities Note do not pay these applications in full within the term established for this purpose, the Agent shall allot the New Shares to this participating entity, which must pay the amounts corresponding to these New Shares without the Agent or the Company incurring any liability whatsoever and without prejudice to the liability that the infringing participating entity may incur to the holders of the orders for subscription for Additional Shares timely placed with such participating entity.

If any of the participating entities that paid the amounts corresponding to the New Shares within the established term do not notify the Agent of the list of subscribers as provided for in section 5.1.3(A)(1)(f) of the the Securities Note, the Agent shall allot the New Shares paid in the name of this participating entity, without the Agent or the Company incurring any liability whatsoever and without prejudice to the liability that the infringing participating entity may incur to the holders of the orders for subscription for Additional Shares timely placed with such entity.

3.2.3 New Shares subscribed in the Discretionary Allotment Period (Third Round)

The Subscription Price for each New Share allotted in the Discretionary Allotment Period must be paid in full by investors allotted the shares no later than 12:15 CET on 31

Summary – Page 9 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. December 2010 into the Company’s account opened for this purpose at Santander Investment, S.A., with value date same day.

4 DESCRIPTION OF THE ISSUER

The Company’s legally-registered business name is SACYR VALLEHERMOSO, S.A. Its tax identification number (CIF) is A-28013811 and its registered business address is Paseo de la Castellana 83-85, 28046 Madrid, which is also where its business operations are headquartered. The telephone number of the Company’s primary head office is: +34915455000.

The Company is incorporated as a public limited company (sociedad anónima) and its business operations are governed by Spanish law.

The Company is structured as a holding company for the companies that head up the SyV Group’s various business lines: SACYR, S.A.U.- SOMAGUE, SGES (construction business), VALLEHERMOSO PROMOCIÓN, S.A.U (property development), TESTA INMUEBLES EN RENTA, S.A. (property management), SACYR CONCESIONES, S.L. (concessions) and VALORIZA GESTIÓN, S.A. (services).

5 SELECTED FINANCIAL INFORMATION

5.1 Selected historical financial information regarding the issuer

Key figures summarising the consolidated financial condition of the SyV Group at the end of 2009, 2008 and 2007 (in thousands of euros) are as follows:

€ thousand 2009** 2009 2008 2007* % Chg 09/08 % Chg 08/07

Revenue 5.816.483 5.857.594 5.379.489 5.236.546 8,9% 2,7% EBITDA 402.304 450.147 609.271 862.812 (26,1%) (29,4%) Operating profit/(loss) 44.314 57.957 315.782 679.244 (81,6%) (53,5%) Net finance costs -539.675 -562.797 -821.253 -799.098 (31,5%) 2,8% Gross finance costs -626.044 -634.062 -926.193 -991.810 (31,5%) (6,6%) Profit/(loss) before tax -657.730 -673.172 -412.824 835.355 63,1% ns Profit/(loss) for the year 527.585 513.783 -246.438 950.749 ns ns Profit/(loss) attributable to equity holders of the parent 519.385 505.959 -256.020 946.389 ns ns

Non-current assets 13.829.215 13.843.967 14.354.604 21.331.247 (3,6%) (32,7%) Current assets 6.513.816 6.513.882 13.757.962 8.445.768 (52,7%) 62,9% Total assets/liabilities 20.343.031 20.357.849 28.112.566 29.777.015 (27,6%) (5,6%) Equity 2.953.878 2.923.630 2.652.686 3.492.365 10,2% (24,0%) Non-current liabilities 10.998.779 11.013.623 10.843.296 18.577.651 1,6% (41,6%) Current liabilities 6.390.383 6.420.596 14.616.584 7.706.999 (56,1%) 89,7%

Net borrowings 11.851.850 11.861.262 14.512.062 19.725.565 (18,3%) (26,4%) Basic earnings per share 1,70 1,67 -0,84 3,32 ns ns Diluted earnings per share (adjusted) 1,70 1,67 -0,84 3,32 ns ns Number of shares outstanding (at year-end) 304.967.371 304.967.371 304.967.371 284.636.213 0,0% 7,1%

* Pro forma As a result of the contract undertaking to accept a public tender offer for the shares in Itínere Infraestructuras, S.A. signed on 30 November 2008, as well as other contracts signed between Itínere Infraestructuras, S.A. and Sacyr Vallehermoso, S.A. for the sale and purchase of shares in various Itínere Infraestructuras, S.A. investees, the assets subject to these agreements have since that time met the requirements established in IFRS 5 for classification, presentation and measurement as non-current assets held for sale. The 2007 income statement was accordingly restated to reflect the change in accounting treatment of these assets under IFRS 5, as stipulated.

Summary – Page 10 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. ** Restated for the adoption of IFRIC 12 so that data as at 30 September 2009 is comparable with that as at 30 September 2010 and 31 December 2010, if applicable, as described in section 20 of the Registration Document.

5.2 Historical financial information for interim periods

Key figures summarising the consolidated financial condition of the SyV Group at 30 September 2010 (in thousands of euros) are as follows:

€ thousand 30/09/10 30/09/09* % Chg

Revenue 3.625.030 4.490.649 (19,3%) EBITDA 317.322 332.759 (4,6%) Operating profit/(loss) 264.123 -71.832 ns Net finance costs -333.800 -417.047 (20,0%) Gross finance costs -372.609 -486.812 23,5% Profit/(loss) before tax 109.698 -625.491 ns Profit/(loss) for the year 114.155 468.430 (75,6%) Profit/(loss) attributable to equity holders of the parent 110.228 468.418 (76,5%)

Basic earnings per share 0,36 1,54 (76,5%) Diluted earnings per share (adjusted) 0,36 1,54 (76,6%) Number of shares outstanding (at year-end) (thousands of shares) 304.967 304.967 0,0%

€ thousand 30/09/10 31/12/09* % Chg Non-current assets 14.273.039 13.829.213 3,2% Current assets 6.202.368 6.513.818 (4,8%) Total assets/liabilities 20.475.407 20.343.031 0,7% Equity 3.116.439 2.953.878 5,5% Non-current liabilities 10.971.326 10.998.770 (0,2%) Current liabilities 6.387.642 6.390.383 (0,0%) Net borrowings 11.672.303 11.851.850 (1,5%)

* Restated for the adoption of IFRIC 12 so that data as at 30 September 2009 is comparable with that as at 30 September 2010 and 31 December 2010, if applicable, as described in section 20 of the Registration Document.

5.3 Key financial ratios:

Ratios 30/09/10 2009** 2008 2007 Net borrowings / equity 374,54% 401,23% 547,07% 564,82% Net borrowings / total liabilities 57,01% 58,26% 51,62% 66,24% Gross finance costs / total gross debt 3,03% 4,95% 6,10% 4,71% EBITDA / gross finance costs 85,16% 64,26% 29,58% 68,49% RoE (net profit / equity) 3,54% 17,58% -9,65% 27,10% RoE (net profit / total as sets) 0,54% 2,55% -0,91% 3,18% Profitability (net profit / revenue) 3,04% 8,93% -4,76% 18,07%

* Pro forma ** Restated

6 RISK FACTORS

6.1 Risk factors specific to the issuer’s industry in the prevailing economic environment The performance of the business activities engaged in by the SyV Group is closely correlated, as a general rule, to the economic cycles of the countries, regions and cities in

Summary – Page 11 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. which the Group is present. Usually, an expansionary economic cycle translates into a positive business performance. The deterioration in the global economy, particularly in the Spanish economy, and the financial crisis could continue to have an adverse effect on the Group’s business activities, financial situation and earnings performance as there are still no clear signs of economic recovery. In 2009, 79% of total Group revenue was generated in Spain; however the pipeline of non-Spanish construction work and service projects means that this percentage is set to decline over the coming years. 6.1.1 Risks specific to the construction business The Group’s construction business, which encompasses civil works, home-building and non-residential building, is subject to the following specific risks, among others: (i) Cyclical nature of the construction industry

The construction industry is cyclical by nature and depends on investment in both the public and private sectors. The level of investing in the public and private sectors in turn depends on the broad economic environment, tending to increase in periods of economic growth and to contract in recessionary times.

Following several years during which the conditions shaping the construction business were highly propitious in virtually all of the SyV Group’s operating markets, circumstances have deteriorated sharply in the last three years, especially in Spain. Moreover, it is impossible to predict at what point the economic cycle will tip in favour of investing.

The protraction of the combination of adverse circumstances affecting investment in construction in both the public and private sectors or a lack of improvement or further deterioration in the trading environment could have an adverse effect on the SyV Group’s financial situation and earnings performance. (ii) Dependence on the public authorities

The 2010 state budget initially contemplated infrastructure investment of €21.24 billion, 4% less than budgeted in 2009; moreover, this figure has since been scaled back. As a result of the recession, in May 2010 the Spanish government announced the suspension of a significant portion of planned investment for at least one year. Then in July 2010 the Civil Works Ministry announced its intention to rescind certain road and rail construction contracts and to paralyse others. At the date of closing this Registration Document, the SyV Group has been notified of the authorities’ decision to postpone certain payments in the amount of €147 million on account of the recent budget cuts. Essentially, these annual payments, originally slated for 2010 and 2011 are being pushed back to 2012 through 2014. The Group has been notified that the contract for the construction of the Villacarrillo- Villanueva del Arzobispo (Jaén) stretch of the A-2 Linares-Albacete motorway, worth €64 million, has been cancelled.

Any continued contraction in the amounts earmarked by the Spanish public authorities to the development and execution of civil works projects, or the absence

Summary – Page 12 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. of any growth therein, or new decisions to delay the execution of public works tenders already adjudicated to the SyV Group, or to cancel them outright, could continue to have an adverse impact on the business, financial situation and earnings of the SyV Group, although the ultimate impact on the Group’s income statement is mitigated by the impact of the Group’s policy of outsourcing much of its construction work. (iii) Private sector tendering

The prevailing economic climate has a similarly adverse impact on contracting volumes in the private sector. It is not uncommon for private developers to decide to freeze projects underway until more benign economic circumstances prevail or to directly abandon planned projects.

Any protraction in the trend of paralysing the contracting and execution of private sector projects could continue to have an adverse impact on the SyV Group’s businesses, financial situation and earnings. (iv) Risks associated with construction project delays and cost overruns

Large-scale construction projects of the kind undertaken by the SyV Group are subject to certain risks such as raw material, equipment and labour scarcity and/or cost increases, leverage and the general factors which shape economic activity. Although contracts with price reset clauses are commonplace, these clauses are not always sufficient to eliminate or mitigate these risk factors.

The potential breach by SyV Group contractors and subcontractors of the deadlines set for finishing works, or finishing them on budget, can trigger building delays and/or cost overruns which can in turn cause delays in revenue collection, trigger fines and may, in extreme cases, even be cause for contract termination. In addition, the SyV Group’s reputation as contractor may be damaged by its contractors’ and subcontractors’ performance to the extent that contract breaches were to become a recurring phenomenon. 6.1.2 Risks associated with the property rental business (i) Market and demand risk

The significant slowdown in the economy is affecting the property rental segment by eroding demand, especially in the services segment (senior citizen homes, hotels, industrial warehouses, offices, shopping centres and parking spaces) with the attendant downward pressure on prices. In an attempt to mitigate this risk factor, the Group pursues a conservative letting policy when it comes to selecting tenants and arranges enforceable long-term leases.

By means of its policies for attracting and selecting potential tenants, coupled with the imposition of mandatory lease terms, the Group has managed to keep its occupancy rates from slipping significantly. The occupancy rate at 30 September 2010 stood at 95.8%, compared to 95.8% in 2009, 97.2% in 2008 and 99.0% in 2007. The drop in occupancy has been driven almost in its entirety by the start of letting during the period analysed at the Sacyr Tower, located at the top end of Madrid’s main thoroughfare, Paseo de la Castellana, which is currently 66%-leased. Occupancy rates at the Group’s other rental properties are stable. (ii) Collection risk

Summary – Page 13 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. The economic environment - and above all the unemployment rate - could affect rent payments. The Group has policies in place to reduce the risk on non-payment; specifically tenant leases are generally backed with bank deposits which guarantee at least partial collection in the case of non-payment by the tenant. 6.1.3 Risks specific to the concession business (i) Risk of contract termination, term reduction and sovereign risk

In keeping with prevailing law, the public authorities of the countries where the SyV Group has concession agreements are entitled to unilaterally terminate or revoke the agreements on public interest grounds, although exercising these rights is subject to legal oversight.

These concessions are granted by the competent authorities and are subject to specific risks, including the risk that the pertinent sovereign states could take actions that go against the Company’s rights under the concession agreement, with negative ramifications for the Group’s business.

To build and operate a piece of infrastructure, the concessionaire needs to first obtain a series of administrative permits. The regime for securing these permits varies by country and the authorities may deny authorisations for several reasons. Moreover, the permitting process can be hampered or delayed by public opposition. There can be no assurance that the SyV Group will get all the permits it requires or that they will be renewed as requested. In addition, the authorities could revoke the concessions in the event of breach of contract by the concessionaire, in which case the latter would only be entitled to recover a limited portion of its original investment; moreover it could be liable to pay the authorities an indemnity for any damages in excess of the deposit originally put down. (ii) Tariff-related risks

In 2009 revenue from the infrastructure concession business accounted for 1.4% of total SyV Group revenue. This revenue stream depends in part on tariffs. The tariff structure is predefined, limiting the concessionaires’ ability to increase tariffs over and above the stipulated limits, if not precluding it outright.

Moreover, during the life of a concession, the pertinent government authority may lower tariffs as a result of violation of certain stipulated standards, unilaterally impose additional restrictions on tariffs and/or freeze prevailing tolls and tariffs in any given year until a new tariff review regime has been approved. The long-term concession pipeline reflects estimated revenue based on the projections for each concession throughout the term thereof. Any downward revisions to the tariffs initially factored into the Group’s financial projections could have an adverse impact on the valuation of the Group’s pipeline and as a result on its business, financial situation and earnings performance. (iii) Vehicle traffic related risk

Forecast revenue from the operation of the Group’s infrastructure concessions depends primarily on the number of users availing of the piece of infrastructure under concession. Traffic in turn depends on demand.

Demand is vulnerable to several factors, including notably the economic environment, the existence of alternative infrastructure, the relative cost, the state of

Summary – Page 14 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. repair of the infrastructure and weather conditions. The long-term concession pipeline reflects estimated revenue based on the projections for each concession throughout the term thereof. Any shortfall in actual traffic figures relative to those initially factored into the Group’s financial projections would reduce actual revenue and, by extension, the value of the Group’s long-term concession portfolio.

Any shortfall in the number of users of the Group’s infrastructure assets relative to initial forecasts could have an adverse impact on its business performance, financial situation and earnings. (iv) Concession portfolio renewal risk

The Group may deem certain concession assets mature or wish to dispose of them for other reasons. This, coupled with the fact that they all have a defined term (until the concession term if they are not renewed), means that the Group needs to continually renew its concessions portfolio. The inability of the Group to win tenders for new concessions to replace those sold or those held in its portfolio that reach their term or are terminated, revoked or cancelled would reduce future Group revenue, with a potential adverse impact on its business performance, financial situation and earnings. 6.1.4 Risks specific to the services business (i) Finite terms of concessions and services agreements

The bulk of this business unit’s revenue derives from concession and service agreements with private companies and public entities which decide to outsource some of these services. Both forms of agreement are granted for a defined period of time. Once the concessions expire, the Group has to bid once again in the new tenders if it wants to renew them; it commonplace to have to compete with other companies to renew private contracts at term. In addition, both concessions and private agreements are contingent upon a broad number of terms, conditions and obligations; any breach of these can trigger agreement termination or revocation.

As regards public service concessions, it is important to note that in some countries the public authorities have the right to unilaterally amend or unwind the concession agreement under certain circumstances (such as on public interest grounds), indemnifying the other party. There can be no assurance that the SyV Group will collect the said indemnity in all such instances or if it does that these damages will enable it to recoup all the expenses and investments incurred to start up and operate the concession asset in question. Risk factor 1.4.1 above provides greater details on the risk of termination or early cancellation of concession agreements.

Financial stability and the ability to generate profits in the future are dependent on the Group’s ability to maintain and/or renew its operating concessions and service agreements and to win new concessions and/or service agreements. (ii) Risks relating to lobbies against some of its business activities

The ability to secure new waste management and treatment service agreements and the contracts to build and operate the related purpose-built facilities can be affected by opposition from certain segments of the public (such as environmental groups, neighbourhood associations and certain political movements, among others), for example when undertaking or developing projects that may be perceived as hazardous, disturbing or dangerous by the public, such as the construction of new

Summary – Page 15 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. facilities close to populated areas, or the expansion of existing ones.

The public authorities, in order to tackle public opposition or certain lobbies, could be forced to restrict the Group’s current business activities or expansion plans in this business line or to oblige it to take measures such as informational campaigns or make changes to how it does business in order to make it more palatable to public opinion, even if these are inefficient or overly costly, all of which could have an adverse impact on the Group’s business performance, financial situation and earnings. (iii) Risk that the service outsourcing trend will lose momentum

The Group’s business volumes in the environmental services area depend largely on the continuation of the current trend on the part of government authorities, industries and private sector players to outsource non-core services.

The discontinuation of this trend in the future, or any reversal thereof, could have an adverse effect on the Group’s business performance and earnings. (iv) Risks relating to the adjudication of new contracts

Large-scale projects (in terms of both the resources allocated to them and the revenue they generate) are increasingly complex from the technical standpoint. Often the entire project is adjudicated to a single contractor, working alone or in a consortium with other specialist providers, following a competitive tender appraising service quality, technological know-how, performance, teams, reputation and experience, as well as price. It is often not easy to predict accurately when projects of this scale will be adjudicated as the process tends to be long and complex and is vulnerable to several factors such as market conditions, financing agreements and government permits.

Any intensification in competition on pricing or reduction in the number of opportunities that meet the SyV group’s return criteria could result in a reduction in the pace of contract wins. Moreover, if the Group is unable to win new project contracts it could encounter difficulties in increasing or even maintaining its orderbook and revenue levels in this business area, which could have an adverse effect on the Group’s earnings and financial position. (v) Risks relating to unexpected project changes or cancellations

The SyV Group’s pipeline in this business is exposed to unexpected adjustments or cancellations, early revocations, changes and non-payments, as these projects are typically long-term in nature.

The agreements entered into by the Group in the course of developing its projects tend to take more than two years to execute. This fact increases the likelihood that any of the contracts could be unwound ahead of term by means of the pertinent notification periods. These cancellations are legally provided for and trigger compensation procedures. However, if SyV were in breach of contract, the Group could forego its entitlement to any indemnities owed on account of early resolution.

In addition, other possible agreement amendments include the scope of the assignment or service levels, either of which would drive an increase in project related expenditure and attendant loss of profit (or even losses).

Summary – Page 16 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. Project cancellations or modifications or changes in its clients’ corporate strategies can affect the Group’s project portfolio. A reduced portfolio would in turn have an adverse impact on the revenue and profits that the SyV Group may ultimately obtain from the projects in its portfolio. (vi) Risks relating to estimation of the cost and time needed to complete construction work

The projects carried out by the Group in this business generally entail complex design and engineering work, the purchase of large amounts of equipment and material and/or oversight of complex construction work. While the construction work is underway, problems can arise involving the project’s design and engineering features, equipment supplies, altering the initially forecast building schedule; a number of other unforeseen circumstances (e.g. political instability or prolonged episodes of adverse weather) can similarly interrupt or delay construction work. The cost of raw materials can also vary significantly during project execution, pushing up the cost of equipment and material purchases.

Some of these circumstances are beyond the control of the Group and can affect its ability to complete a project on budget and/or on schedule (making it liable in some cases for penalties under the terms of the agreement), with a potential adverse effect on the Group’s profits and financial position. 6.1.5 Risks associated with the property development business (i) Demand-related risk

Economic instability or changes, such as significant interest rate increases, loss of household confidence in the economy, job destruction, economic activity volumes, etc., can have a negative impact on demand. Over longer periods of time, demand is also affected by demographic trends such as the percentage of the population within the home-buying age category.

Following a period of protracted growth, the global financial crisis and attendant economic slowdown has triggered a sharp slump in demand for housing, especially second homes (holiday homes, etc.). (ii) Liquidity risk

The tighter conditions for getting loans to finance home purchases have triggered a liquidity crunch which, coupled with the recession in Spain, has driven a dramatic slowdown in housing sales. (iii) Risks associated with developing

The risks associated with property development include potential cost overruns with respect to initial forecasts. Delays in executing property developments can expose the Group to customer penalty payments and could mean that not all the housing units are sold.

Property developments entail numerous investments, including acquisition of the land, getting permits and licences and construction of significant infrastructure items, service areas and sales offices.

All this exposes the Group’s earnings and financial position to risks.

Summary – Page 17 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. (iv) Collection risk

In the development business, the Group collects approximately 20% of the total house sale price when construction work begins; the rest of the price is payable when deeds are exchanged. If the buyer backs out at the deeds exchange stage of the process, the developer has the contractual right to keep as much as 50% of any down payments received, and although it would not in this instance collect the rest of the purchase price, it retains ownership of the property itself. 6.1.6 Risks common to all the issuer’s business lines (i) Competition

The business activities engaged in by the SyV Group through its various business lines are carried on in highly competitive sectors in which it competes with other specialist players. These industries are very capital intensive, also using large amounts of human, technical and financial resources.

Experience, capital, technical and financial resources and local know-how in each market are key factors shaping the adjudication of new projects, contracts, concessions and works.

It is possible that the groups and companies with which the SyV Group competes through its various subsidiaries and business areas may have access to greater resources (physical, technical and financial), boast greater experience or deeper knowledge of the operating or target markets, or present more compelling technical or economic bids than the SyV Group.

These factors could influence the Group’s ability to prosper in winning new projects, concessions, works or contracts or could force it to accept projects with lower returns than in the past, with a potential adverse effect on its business performance, financial position and earnings. (ii) Regulatory risk

The Group companies are subject to compliance with both sector-specific and general regulations (IFRS, environmental laws, labour law, data protection, tax law, etc.).

The more closely regulated businesses are more vulnerable to regulatory changes or new regulations that could affect how they are managed (tariff regulations, concession cancellation, public aid, etc.).

The Group operates in countries and regions where the construction, development and operation of facilities, infrastructure assets and projects is subject to administrative regulation, the obtention of licences and permits and other authorisations from the pertinent authorities. There can be no assurance that the Group will secure these permits on time or at all. Failure to do so would trigger delays that would have an adverse impact on the Group’s business. (iii) Environmental regulations

The competent local, regional, national, community and international organisms in the SyV Group’s operating markets have the power to regulate its various businesses and to set applicable environmental standards.

Summary – Page 18 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. Technical environmental standards are increasingly expensive, complex and rigorous.

The trend to make existing standards more stringent, the passing of new laws, discovery of previously undetected contamination or the imposition of new or tougher requirements could force the SyV Group to incur costs or face liabilities that ultimately reduce profits and cash resources available for its business operations. (iv) Risks relating to liability claims

The SyV Group may be exposed to substantial liability claims as a result of the dangerous nature of some of its business activities or human errors or contractual omissions in the ordinary course of these business activities.

An accident or mistake in the development, execution and/or operation of the works, projects and concessions undertaken by the Group or in the provision of its services could hurt people, impair facilities and equipment or damage the environment, leaving it liable to claims for things done or not done by subcontractors causing the damages.

The Group provides its customers with bonds that guarantee compliance with its service obligations, due security at its worksites, proper engineering and facility fit- outs and adequate associated maintenance work throughout the duration of its contracts.

The insurance policies taken out to cover all these risks may not be sufficient to adequately protect the Group from all the potential consequences of the above-listed developments and the attendant liabilities, including potential losses from business interruptions.

Becoming party to significant claims could have an adverse impact on the Group’s reputation and ability to secure new works, projects, concessions and service agreements. Moreover, any potential future damages handed down that are not covered by the insurance policies in place, exceed the sums underwritten, carry sizeable deductions or are not mitigated by contractual liability limitations could have an adverse impact on the Group’s financial position. (v) Risks associated with supplier contracting and service outsourcing

The SyV Group regularly outsources services or subcontracts to other suppliers in the course of executing works, projects and concessions.

The inability to subcontract certain services or acquire equipment and materials at the stipulated quality specifications could be cause for penalties, contract termination or liability, with the attendant negative ramifications for the Group’s financial position. (vi) Risks associated with international expansion

In 2009 the Group’s international businesses accounted for 21% of total revenue. The Group plans to continue expanding its business in other countries, seeing this as a way to raise growth and profitability.

However, prior to any foreign investment, the Group conducts an exhaustive on-site

Summary – Page 19 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. suitability analysis, which can last for several years. Nonetheless, any expansion into new geographical regions carries some risk as it involves working in markets in which the Group does not have the same degree of experience as it has in its current markets and could therefore have an adverse effect on the Group’s financial position and earnings. (vii) Risks associated with evolving technology

In the various industries in which the SyV Group operates, the technology used is evolving continually and rapidly; the techniques used are being constantly perfected and are ever more complex.

The SyV Group attempts to keep abreast of available technology and to adapt to new developments as this is key to raising its competitiveness and business performance. Any failure to react optimally to technological progress could have an adverse effect on its business prospects and financial position. (viii) Business risks related to the prevention of money laundering

The prevention of money laundering and terrorist financing is regulated by two key pieces of legislation: (i) Spanish Law 10/2010, of 28 April 2010, governing the prevention of money laundering and terrorist financing in certain lines of business, specifically affecting the Group’s charitable trust, the Fundación Sacyr Vallehermoso, and the property development arm through the purchase and sale of real estate; (ii) Spanish Organic Law 5/2010, of 22 June 2010, reforming the Criminal Code, which regulates money laundering and terrorism financing crimes regardless of the underlying business activity, among other matters.

The Group has in place a clear and well-established structure to prevent the risks outlined in Law 10/2010 (essentially financial risks) which makes it reasonably confident, beyond the imponderables inherent to any human endeavour, that it duly complies with this piece of legislation.

As regards prevention of the risks regulated in Organic Law 5/2010 (opening it up to criminal charges, potential jail time for natural persons and fines for legal entities), the SyV Group has in place several tools for prevention, including those outlined above, in addition to its quality and environmental management standards, workplace safety rules, the current code of conduct, corporate governance policies and the in-house control procedures concerning financial reporting and the detection and prevention of illicit conduct, particularly criminal conduct, which are at the heart of the Group’s new code of conduct (which is not the same as the Internal Code of Conduct available on the CNMV’s website), in effect across the entire Group for all executives and staff since 1 December 2010. 6.1.7 Risks associated with the Group’s shareholdings in listed companies (i) Market risk

The SyV Group owns a significant 20.01% of Repsol YPF. This equity interest exposes the Group to the consequences (an impaired investment or interruption of dividend flows) of a decline in this investee’s share price. (ii) Risk relating to the debt incurred to fund the acquisition of the Group’s shareholding in Repsol YPF

As set out in detail in section 5.2.1.7 of the Registration Document, in 2006 the

Summary – Page 20 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. Group acquired a 20.01% equity interest in Repsol YPF for €6,526 million through the special purpose vehicle Sacyr Vallehermoso Participaciones Mobiliarias, S.A. This acquisition was financed with an equity contribution by the Group while the remainder was funded with a €5,175 million syndicated loan initially falling due in a single repayment in December 2011. The original loan agreement provides for the possibility of extending this maturity, by mutual agreement of the parties to the agreement, by one year, to December 2012, at which point the loan will be refinanced with long-term debt. Although the Group plans to begin to negotiate the one-year extension of this loan over the coming months, there can be no assurance that it will be successfully extended.

The Repsol shares acquired are pledged in guarantee of repayment of the loan and other covenants assumed. Although the loan agreement calls for a single bullet payment at maturity, the Group has used surplus cash flow at the special purpose vehicle to repay €188 million of the loan principal ahead of schedule, reducing the balance outstanding at 30 September 2010 to €4,987 million.

The borrower’s covenants include the commitment to maintain a value-to-loan ratio on the market value of the Repsol shares pledged, calculated based on their official list price on the secondary market. Failure to meet the ratio could trigger the requirement to provide additional collateral and if this were to prove insufficient, execution of the pledge. The total value of the guarantees that Sacyr Vallehermoso is obliged to extend (with recourse to shareholders) is limited to €1,275 million.

As a result of the fall in Repsol YPF’s share price, and in compliance with its covenants, Sacyr Vallehermoso has pledged its shares in Testa Inmuebles en Renta, S.A. and Vallehermoso División Promoción, S.A.U., enabling the Group to maintain a value-to-loan ratio of around 150%, which is significantly above the 115% threshold stipulated in the loan agreement.

Failure to comply with the covenants assumed could trigger the lenders to call in the pledge which could cause the Group to lose its right over the shares pledged at the time of the breach, which would have an adverse impact on the Group’s business performance, financial position and earnings.

From the outset, the SyV Group has considered its investment in Repsol YPF a long-term strategic investment, financed with long-term funding to be repaid from the dividends generated by the shares; as a result of this structuring and strategic approach, the Group always knew that it would have to refinance this funding in successive periods. Nonetheless, although neither the initial rationale nor the inflow of cash for debt repayment have changed, the prevailing credit market situation means that it is possible that one or more of the lender banks may not want to refinance, in which case the Group would have to repay the debt by selling its shares in Repsol YPF, either in the open market, through block sales to private investors or in registered stock offering. 6.2 Risk factors specific to the SyV Group’s business activities 6.2.1 Mergers and acquisitions strategy

Since incorporated, a cornerstone of the Group’s growth strategy has been the acquisition of companies with a strong presence in targeted core markets and the acquisition of shareholdings in listed companies operating in targeted core industries.

Summary – Page 21 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. Against the backdrop of a shrinking economy, the scope for acquisition-led growth will depend on the availability of the necessary financing (in-house and external), particularly in light of the prevailing credit crunch. The inability to pursue acquisition- led growth could have a material adverse effect on the Group’s operations, earnings and financial position. 6.2.2 Dependence on key personnel The SyV Group has experienced and qualified executives and operations managers at the corporate level as well as in its various business lines. The loss of any key team member could have an adverse effect on the Group’s operations. Any inability to attract and retain sufficiently qualified executives and managers could curtail or delay the SyV Group’s business development efforts. 6.2.3 General litigation and claims

The Group is party to a certain lawsuits and claims that have mostly arisen in the ordinary course of its business activities. Their outcome is uncertain and cannot be accurately quantified. These lawsuits derive generally from the Group’s relations with its customers, suppliers, employees and the authorities, as well as from its business operations.

Although the Group recognises the pertinent accounting provisions, applying the principle of prudence and based on its best estimates using available information, there can be no assurance that the lawsuits and claims currently in progress (or any new ones) will not have an adverse impact on the Group’s business operations, earnings and financial position. At the date of this Registration Document, the Group had recognised €78.2 million of provisions for lawsuits and claims, mostly related to each division’s business activities. These provisions have been recognised using the Group’s best estimates of the potential cash outflows they embody. 6.3 Factores de riesgo financieros 6.3.1 Risks relating to indebtedness

At 30 September 2010, the Group’s net debt stood at €11,672 million, a 1.5% reduction on the year-end 2009 balance.

Gross Group debt at 30 September 2010, meanwhile, amounted to €12,312 million, a 2.6% reduction on the year-end 2009 balance. Of this balance, €8,724 million falls due between the date of this Registration Document and 2014 (inclusive). As a function of the characteristics of the various borrowings, the Group plans to service these debt payments with the cash generated by its operations as well as by refinancing its loans and credit facilities and/or replacing them with alternative financing instruments, as warranted.

The SyV Group has been actively refinancing its debts as they mature. As a result, it has been successful at renewing its bank loans business as usual. Section 2.5 below describes the refinancing of the Group’s property development business closed in August 2010.

Summary – Page 22 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. million syndicated bank loan due at the end of 2011; surplus cash flow at the parent company has since enabled the repayment of €188 million of this loan so that the balance outstanding at 30 September 2010 was €4,897 million. The Repsol shares acquired are pledged in guarantee of repayment of the loan and other covenants assumed.

At the date of authorising this Registration Document for issue, the Group is not in breach (nor has it been in breach) of any of the covenants that could trigger early repayment of its financial commitments. However, certain circumstances, such as earnings shrinkage, new investment requirements, the acquisition of other businesses or assets or higher financing or cash requirements could increase Group indebtedness or limit its ability to service existing debt. It is also important to factor in the current credit climate, marked by the difficulty in obtaining new funding or improving the terms of existing financing arrangements as lending institutions restrict the flow of credit due to the fallout from the prevailing economic crisis.

The Group’s ability to service the principal and interest payments on its debt under its financing agreements, or to refinancing these borrowings if needed, is dependent on its business and earnings performance as well as other economic and industry specific factors.

Moreover, any breach of the covenants assumed by the Group vis-à-vis the various financial institutions arranging its external borrowings could trigger early repayment clauses under its financing agreements, prompting these financial institutions to demand the early repayment of the debt extended (principal and interest) and to execute any guarantees extended to them, which would have an adverse impact on the Group’s business activities, financial position and earnings.

Meanwhile, the Group has committed to capital expenditure totalling €1,958 million between the date of this Registration Document and 2014 (inclusive), sums which are mainly earmarked to the concessions business, to be financed with equity contributions by the Group to these companies, project financing and some of the cash flow generated by these companies.

The equity contributions to be made by the Group will be funded from operating cash flow as well as the proceeds from this equity issue. Any project financing at the concessionaires will be repaid at maturity using the cash generated by these companies. 6.3.2 Liquidity risk

This is the risk deriving from excessive concentration of debt maturities, jeopardising, albeit temporarily, its ability to service its payment commitments.

The Group’s main liquidity strain lies in the property development business due to the economic situation in general and the plight of the property market in particular.

Summary – Page 23 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. exchange for the provision of additional collateral to the lenders and resetting applicable interest rates to prevailing market rates. The amount of debt refinanced under these agreements totals €1,430 million, of which €1,282 million had been drawn down at 30 September 2010. Generally speaking, the agreements reached push back the term of the debt associated with finished housing by three years. The maturities on the remaining debt have been moved back by five years, extendable to eight.

In addition, under the framework of the refinancing agreement, the Group has raised a further €219 million, giving it sufficient liquidity to fund the division’s operating requirements and all projects in progress for the next five years.

The Group draws up annual cash budgets and monthly forecasts (with breakdowns and daily updates) to manage its liquidity risk and meet its funding needs. Liquidity risk derives from net working capital requirements, investments based on business plans that require additional financing and refinancing of short-term borrowings. However, all these risks are mitigated by the following factors: (i) recurring cash flow generation by the Group’s core businesses; (ii) new financing obtained on the basis of long-term business plans and the quality of the Group’s assets; and (iii) the Group's ability to sell assets. Despite the difficult global economic situation, financial entities have continued to support the Group on the basis of the following: recurring cash flow generation at the Group’s divisions; the quality of the Group’s assets; the investment drive in high added- value projects; the liquidity of the Group’s assets, even during the current market slowdown; and, above all, the Group's firm commitment to meeting all its obligations with suppliers, employees, financial creditors, etc., in a timely manner. 6.3.3 Interest rate risk

Interest rate risk has several potential consequences.

Firstly, it influences the cost of unhedged floating-rate debt, which at 30 September 2010 was equivalent to 61 % of total Group gross debt. A one-point increase in Euribor, the generic benchmark rate in the Group’s financing agreements, is 39%-mitigated by the effect of interest rate hedges.

Sep-10 Dec-09

€ million Amount % Amount %

Fixed-rate or hedged 4,819,388 39% 5,140 41% Floating-rate 7,492,602 61% 7,505 59%

TOTAL GROSS BORROWINGS 12,311,990 100% 12,645 100%

Secondly, interest rate fluctuations change the fair value of assets and liabilities carrying a fixed rate of interest, with an impact on the Group’s consolidated balance sheet.

And thirdly, the independent expert asset appraisals undertaken in some of the SyV Group’s business activities are based on discounted cash flow analysis using rates that depend on prevailing interest rates so that rate increases could lower the resulting asset valuations and vice versa.

Summary – Page 24 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. In terms of the sensitivity of Group profit to interest rates, a 1% increase in interest rates, leaving aside fixed-rate or hedged debt, would reduce profit attributable to owners of the parent by approximately €50 million. 6.3.4 Exchange rate risk

The Group’s international operations, and specifically its foreign currency denominated transactions, expose it to exchange rate risk. However this exposure was not significant at the September 2010 close.

Within this category, it is worth highlighting the impact of currency fluctuations on the translation of the financial statements of foreign entities whose functional currency is not the euro: corporate policy is to mitigate this risk by means of natural hedging, namely by purchasing materials and contracting services in the same currency as the cash flows are generated in.

That said, the Group’s rapid geographical expansion in recent years means that in the future it may encounter situations that give rise to exchange rate risk. In these circumstances, it will consider how this risk can best be minimised through the use of hedging instruments under the umbrella of conservative corporate policy. The Group is not presenting exchange rate sensitivity analysis as this risk is not deemed material at 30 September 2010. 6.3.5 Credit risk

Credit risk is the risk that a counterparty could breach its contractual obligations, causing financial losses for the other party to the agreement.

The SyV Group conducts prior analysis, including solvency checks. Credit risk is not material in the Group’s construction, concessions and services divisions, as the bulk of these businesses’ revenue comes directly from Spain’s central, regional and local government bodies, as is true of the other geographical markets in which it operates. These administrative authorities have been settling their debts on a regular basis. Average collection periods have been lengthening of late, giving rise to increased working capital requirements, although these receivables are acknowledged and covered by the contractual relationship enshrined in the various service and concession agreements. Nor is credit risk substantial in the other divisions, namely the rental property and residential development businesses; in the case of the rental property business, tenants are required to extend financial guarantees before lease agreements are entered into, while in the development business, 30% of the sales price is collected in advance during the construction process, with the remaining 70% collected upon deed exchange. Any delays in payment are considered grounds for contract termination and the property is not delivered.

Nevertheless, the SyV Group cannot assure third party compliance with the agreements in force. Any material non-payment could have an adverse effect on the SyV Group’s financial position and earnings. 6.3.6 Risk of losses from continuing operations

Summary – Page 25 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. In 2009 and 2008, the Group recognised losses from continuing operations of €284.7 million and €397.1 million, respectively. These losses originated mainly from: concessions, due to a change in accounting criteria in 2005 (IFRS) under which the Group discontinued capitalising borrowing costs on concession projects and subsequent amortisation throughout the term thereof, which means that concessions are loss- making in the early years of operation and profitable towards the end of the pertinent term, real estate promotion for an amount of €79 million on 2008 and an amount of €143 million on 2009; due to sales of land in order to repay debt and due to land valuation below cost to adapt to current market conditions, coupled with the slump in house sales against the current market backdrop; on 2009 the parent company recognised losses from net operations of €106 million due to the refinancing advisory charges as well as indirect expenses incurred in connection with the sale of ITINERE; in 2009 the capitalized value of some concession’s assets accounted by the equity method decreased on €375 million euros.

The loss from continuing operations in 2008 also recognised the loss on the extraordinary sale of the Group’s equity investment in Eiffage for an amount of €429 million euros.

In 2009, losses from continuing operations were partially offset by profits at the rest of the Group’s divisions, as well as profit for the year from discontinued operations relating to the sale of ITINERE.

The indefinite continuation of losses from continuing operations due to the market environment, credit crunch (affecting corporate and individual borrowers alike) or additional impairments would have an adverse effect on the Group’s financial situation and earnings performance. 6.3.7 Property appraisal values

The Group engages independent experts to appraise its properties at the end of each year. An independent appraisal by Tasaciones Hipotecarias, S.A. (Atis Real) valued Vallehermoso’s real estate assets at €3,034 million (€1,744 million for land and €1,290 million for other property categories) at 31 December 2009. Based on independent appraisals by Richard Ellis (of properties available for let and under development) and Tasaciones Hipotecarias S.A. (Atis Real) (of land), the value of Testa’s assets at 31 December 2009 was €4,398 million, implying unrealised capital gains of €1,231 million.

There can be no assurance that these appraisal values, which are not updated figures, have not changed since the valuation work was performed. 6.4 Risk factors relating to the securities being issued 6.4.1 Uncertainty regarding the development of an active market for the pre- emptive subscription rights

The pre-emptive subscription rights to the equity issue covered by this Registration Document will be tradable on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through the Sistema de Interconexión Bursátil (the Continuous Market) for a period of 15 calendar days.

Trading of the preemptive rights on the stock markets as a consequence of the issuance of new shares will end the forth Business day prior to the end of the subsequent period,

Summary – Page 26 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. i.e. the preemptive rights of the rights issuance of this Security Note will be tradable in Portugal, at Euronext Lisbon, during two business days as set fore on Section 11 of the Securities Note, without prejudice to the trading thereof outside of the exchange.

SACYR VALLEHERMOSO cannot assure that an active trading market will develop for the pre-emptive subscription rights on the aforementioned exchanges or that there will be sufficient liquidity for these rights.

6.4.2 A significant decline in the Company’s share price could have a negative impact on the value of the pre-emptive subscription rights

Given that the trading price of the pre-emptive subscription rights depends on the trading price of the Company’s shares, a significant decline in the Company’s share price could have an adverse impact on the value of the pre-emptive subscription rights. Therefore, the rights are subject to the same risks as the Company’s shares.

SACYR VALLEHERMOSO cannot guarantee that the trading price of its shares will not fall below the subscription price for the New Shares after the holders of pre-emptive subscription rights have decided to exercise them. Were this to happen, holders of pre- emptive subscription rights who have exercised them will have firm and irrevocable commitments to acquire newly issued shares of the Company at a price above the market price and, therefore, will bear a loss. Likewise, the Company cannot assure that holders of pre-emptive subscription rights will be able to sell their shares after exercising these rights at a price equal to or higher than the subscription price.

6.4.3 Shareholders not exercising their pre-emptive subscription rights will see their interest in the Company’s equity diluted As this is an issuance of new shares of SACYR VALLEHERMOSO, shareholders who do not exercise their pre-emptive subscription rights will see their ownership interests in the Company’s capital diluted by up to 22.67% in the event that 100% of the New Shares are subscribed. In addition, the consideration received by the shareholders or other investors who opt to sell their rights may not be sufficient to compensate them in full for the dilution to their interests in the Company.

6.4.4 The market price of SACYR VALLEHERMOSO shares may be volatile The market price of SACYR VALLEHERMOSO shares may be volatile. Factors such as trends in the Company’s operating results, negative publicity, changes in stock market analysts’ recommendations on the Company, the global conditions of the financial or securities markets or in the sectors in which the Company operates, could have an adverse effect on the market price of SACYR VALLEHERMOSO’s shares.

6.4.5 Risk of market overhang following the capital increase The sale of a significant number of the Company’s shares on the market after the issue or the perception in the market that such sales could occur could have a negative affect on the price of the shares or the Company’s ability to raise equity through future issues.

6.4.6 Illiquidity of the New Shares in the event of a delay in the admission to trading

The New Shares to be issued through the capital increase covered by this Securities Note are expected to be admitted to trading on the Madrid, Barcelona, Bilbao and

Summary – Page 27 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. Valencia Stock Exchanges through the Sistema de Interconexión Bursátil (Continuous Market) and on the Euronext Lisbon in Portugal by no later than 5 January 2011.

Any delay in the start of trading of the New Shares would affect their market liquidity and hinder their sale by investors.

6.4.7 Irrevocability of subscription The Company’s shareholders exercising their pre-emptive subscription rights and investors acquiring and exercising them during the pre-emptive subscription period may not revoke either the subscriptions made during the period or any requests submitted for the subscription for additional shares. Therefore, shareholders and investors will be obliged to subscribe for the shares, even if the market price of the Company’s shares is below the Subscription Price of the New Shares.

6.4.8 Acquisition of significant shareholdings As indicated in section 5.2.2 of the Securities Note, if the offer is not covered fully in the first and second rounds, Grupo Corporativo Fuertes and Grupo José Moreno have made an irrevocable commitment to the Company to subscribe for 19,707,611 and 15,555,556 New Shares, respectively, representing 5.00% and 3.95% of the Company’s share capital after the capital increase. These are significant shareholdings which would reduce the free float and affect the liquidity of the Company’s shares and could entitle these shareholders to appoint directors or enable them to exert significant influence over the Company. In addition, a third party or current shareholder who is not currently significant could acquire a significant interest in the Company, which would also reduce the free float and affect the liquidity of the Company’s shares, potentially entitling them to appoint directors or enabling them to exert a significant influence over the Company.

6.4.9 Shareholders in jurisdictions other than Spain may not exercise their purchase or pre-emptive subscription rights to acquire new shares

Pursuant to the Spanish Enterprise Law, holders of Company shares have a general right to subscribe for and/or acquire a sufficient number of shares to maintain the ownership percentages in the Company’s share capital they had prior to the issuance of new shares.

However, holders of Company shares resident in jurisdictions outside the European Union, depending on the regulations applicable to them, may not exercise pre-emptive subscription rights unless they fulfil the requirements established in their respective jurisdictions or a waiver is applicable.

No security may be offered or sold in Australia, Canada, the United States of America or Japan without prior registration under the applicable securities markets regulations or a registration waiver for such offer or sale. The Company does not intend to register the offering or sale of its New Shares in Australia, Canada, the United States of America or Japan, nor make a public offering in those countries. Therefore, neither the pre-emptive subscription rights nor the New Shares may be offered, exercised, sold or delivered in those countries.

Specifically, holders of Company shares resident in the United States may not exercise or sell any pre-emptive subscription rights they may have over shares of the Company

Summary – Page 28 This is an English translation of the summary in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the summary and the original summary in the Spanish language, the latter will prevail. unless an offering document is registered under the 1993 United States Securities Act or a registration waiver is applicable and they avail of it.

6.4.10 Shareholders in countries whose currency is not the euro may be exposed to additional investment risk related to fluctuations in exchange rates by holding shares in the Company Shareholders in countries whose currency is not the euro face an additional investment risk regarding their ownership of Company’s shares related to fluctuations in exchange rates. The Company’s shares are only quoted in euros and any dividend payments made in the future will be denominated in euros. Therefore, any dividends arising from ownership of Company shares and any proceeds from the sale of Company shares may be eroded by fluctuations in the euro exchange rate relative to the US dollar or any other foreign currency.

Summary – Page 29 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail.

II. RISK FACTORS

There follows a description of the material risk factors to which Sacyr Vallehermoso, S.A. and the companies comprising its group (the SyV Group or the Group) are exposed, as well as those affecting the industries in which it operates and those that are specific to its businesses.

These are not the only risk factors to which the SyV Group could be exposed in the future. Over time other risk factors or sources of uncertainty could emerge that cannot be identified at present or are not currently considered material which could an adverse impact on the SyV Group’s financial position.

1. Risk factors specific to the issuer’s industry in the prevailing economic environment

1.1. Prevailing economic environment

The performance of the business activities engaged in by the SyV Group is closely correlated, as a general rule, to the economic cycles of the countries, regions and cities in which the Group is present. Usually, an expansionary economic cycle translates into a positive business performance.

The deterioration in the global economy, particularly in the Spanish economy, and the financial crisis could continue to have an adverse effect on the Group’s business activities, financial situation and earnings performance as there are still no clear signs of economic recovery. In 2009, 79% of total Group revenue was generated in Spain; however the pipeline of non-Spanish construction work and service projects means that this percentage is set to decline over the coming years.

1.2. Risks specific to the construction business

The Group’s construction business, which encompasses civil works, home-building and non-residential building, is subject to the following specific risks, among others: 1.2.1. Cyclical nature of the construction industry

Risk Factors – Page 1 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. 1.2.2. Dependence on the public authorities

The prevailing economic climate is driving a sharp correction in civil works tenders. Specifically in relation to Spain, the SyV Group depends meaningfully on the investments in civil works stipulated in the budgets approved at the state, regional and municipal levels. By means of illustration, in 2009, the Spanish public authorities accounted for 48% of the customer base in the Group’s construction business. The current situation is marked by a contraction in civil works tendering: in 2009 public tenders for civil works narrowed 14% compared to 2008.

The 2010 state budget initially contemplated infrastructure investment of €21.24 billion, 4% less than budgeted in 2009; moreover, this figure has since been scaled back. As a result of the recession, in May 2010 the Spanish government announced the suspension of a significant portion of planned investment for at least one year. Then in July 2010 the Civil Works Ministry announced its intention to rescind certain road and rail construction contracts and to paralyse others. At the date of closing this Registration Document, the SyV Group has been notified of the authorities’ decision to postpone certain payments in the amount of €147 million on account of the recent budget cuts. Essentially, these annual payments, originally slated for 2010 and 2011 are being pushed back to 2012 through 2014. The Group has been notified that the contract for the construction of the Villacarrillo-Villanueva del Arzobispo (Jaén) stretch of the A-2 Linares-Albacete motorway, worth €64 million, has been cancelled.

Any continued contraction in the amounts earmarked by the Spanish public authorities to the development and execution of civil works projects, or the absence of any growth therein, or new decisions to delay the execution of public works tenders already adjudicated to the SyV Group, or to cancel them outright, could continue to have an adverse impact on the business, financial situation and earnings of the SyV Group, although the ultimate impact on the Group’s income statement is partially mitigated by the impact of the Group’s policy of outsourcing much of its construction work, a policy which gives it significant flexibility when it comes to aligning its operating expenses with prevailing business volumes. On a parallel basis, growth in the international construction and services businesses is offsetting the downturn in the home market business. 1.2.3. Private sector tendering

Any protraction in the trend of paralysing the contracting and execution of private sector projects could continue to have an adverse impact on the SyV Group’s businesses, financial situation and earnings. 1.2.4. Risks associated with construction project delays and cost overruns

Risk Factors – Page 2 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. sufficient to eliminate or mitigate these risk factors.

1.3 Risks associated with the property rental business 1.3.1. Market and demand risk

The economic environment - and above all the unemployment rate - could affect rent payments. The Group has policies in place to reduce the risk on non-payment; specifically tenant leases are generally backed with bank deposits which guarantee at least partial collection in the case of non-payment by the tenant. 1.4. Risks specific to the concession business

1.4.1. Risk of contract termination, term reduction and sovereign risk

To build and operate a piece of infrastructure, the concessionaire needs to first obtain a series of administrative permits. The regime for securing these permits varies by country

Risk Factors – Page 3 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. and the authorities may deny authorisations for several reasons. Moreover, the permitting process can be hampered or delayed by public opposition. There can be no assurance that the SyV Group will get all the permits it requires or that they will be renewed as requested. In addition, the authorities could revoke the concessions in the event of breach of contract by the concessionaire, in which case the latter would only be entitled to recover a limited portion of its original investment; moreover it could be liable to pay the authorities an indemnity for any damages in excess of the deposit originally put down. 1.4.2. Tariff-related risks

Demand is vulnerable to several factors, including notably the economic environment, the existence of alternative infrastructure, the relative cost, the state of repair of the infrastructure and weather conditions. The long-term concession pipeline reflects estimated revenue based on the projections for each concession throughout the term thereof. Any shortfall in actual traffic figures relative to those initially factored into the Group’s financial projections would reduce actual revenue and, by extension, the value of the Group’s long-term concession portfolio.

Risk Factors – Page 4 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. potential adverse impact on its business performance, financial situation and earnings. 1.5 Risks specific to the services business

The SyV Group engages in several service industry businesses relating to alternative energies (energy from waste), end-to-end water management (supply and treatment), the environment (waste collection, treatment and recycling), motorway services and end-to- end building maintenance, each of which is subject to industry specific risk factors, including the following: 1.5.1. Finite terms of concessions and services agreements

Financial stability and the ability to generate profits in the future are dependent on the Group’s ability to maintain and/or renew its operating concessions and service agreements and to win new concessions and/or service agreements. 1.5.2. Risks relating to lobbies against some of its business activities

Risk Factors – Page 5 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. 1.5.3. Risk that the service outsourcing trend will lose momentum

The discontinuation of this trend in the future, or any reversal thereof, could have an adverse effect on the Group’s business performance and earnings. 1.5.4. Risks relating to the adjudication of new contracts

Any intensification in competition on pricing or reduction in the number of opportunities that meet the SyV group’s return criteria could result in a reduction in the pace of contract wins. Moreover, if the Group is unable to win new project contracts it could encounter difficulties in increasing or even maintaining its orderbook and revenue levels in this business area, which could have an adverse effect on the Group’s earnings and financial position. 1.5.5. Risks relating to unexpected project changes or cancellations

The SyV Group’s pipeline in this business is exposed to unexpected adjustments or cancellations, early revocations, changes and non-payments, as these projects are typically long-term in nature.

Project cancellations or modifications or changes in its clients’ corporate strategies can affect the Group’s project portfolio. A reduced portfolio would in turn have an adverse impact on the revenue and profits that the SyV Group may ultimately obtain from the projects in its portfolio.

Risk Factors – Page 6 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. 1.5.6. Risks relating to estimation of the cost and time needed to complete construction work

Some of these circumstances are beyond the control of the Group and can affect its ability to complete a project on budget and/or on schedule (making it liable in some cases for penalties under the terms of the agreement), with a potential adverse effect on the Group’s profits and financial position. 1.6 Risks associated with the property development business

1.6.1. Demand-related risk

All this exposes the Group’s earnings and financial position to risks.

Risk Factors – Page 7 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. 1.6.4. Collection risk

In the development business, the Group collects approximately 20% of the total house sale price when construction work begins; the rest of the price is payable when deeds are exchanged. If the buyer backs out at the deeds exchange stage of the process, the developer has the contractual right to keep as much as 50% of any down payments received, and although it would not in this instance collect the rest of the purchase price, it retains ownership of the property itself. 1.7 Risks common to all the issuer’s business lines

1.7.1. Competition

Experience, capital, technical and financial resources and local know-how in each market are key factors shaping the adjudication of new projects, contracts, concessions and works.

The Group companies are subject to compliance with both sector-specific and general regulations (IFRS, environmental laws, labour law, data protection, tax law, etc.).

The competent local, regional, national, community and international organisms in the

Risk Factors – Page 8 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. SyV Group’s operating markets have the power to regulate its various businesses and to set applicable environmental standards.

Technical environmental standards are increasingly expensive, complex and rigorous.

The Group provides its customers with bonds that guarantee compliance with its service obligations, due security at its worksites, proper engineering and facility fit-outs and adequate associated maintenance work throughout the duration of its contracts.

Becoming party to significant claims could have an adverse impact on the Group’s reputation and ability to secure new works, projects, concessions and service agreements. Moreover, any potential future damages handed down that are not covered by the insurance policies in place, exceed the sums underwritten, carry sizeable deductions or are not mitigated by contractual liability limitations could have an adverse impact on the Group’s financial position. 1.7.5. Risks associated with supplier contracting and service outsourcing

The SyV Group regularly outsources services or subcontracts to other suppliers in the course of executing works, projects and concessions.

Risk Factors – Page 9 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. However, prior to any foreign investment, the Group conducts an exhaustive on-site suitability analysis, which can last for several years. Nonetheless, any expansion into new geographical regions carries some risk as it involves working in markets in which the Group does not have the same degree of experience as it has in its current markets and could therefore have an adverse effect on the Group’s financial position and earnings. 1.7.7. Risks associated with evolving technology

In the various industries in which the SyV Group operates, the technology used is evolving continually and rapidly; the techniques used are being constantly perfected and are ever more complex.

The SyV Group attempts to keep abreast of available technology and to adapt to new developments as this is key to raising its competitiveness and business performance. Any failure to react optimally to technological progress could have an adverse effect on its business prospects and financial position. 1.7.8. Business risks related to the prevention of money laundering

As regards prevention of the risks regulated in Organic Law 5/2010 (opening it up to criminal charges, potential jail time for natural persons and fines for legal entities), the SyV Group has in place several tools for prevention, including those outlined above, in addition to its quality and environmental management standards, workplace safety rules, the current code of conduct, corporate governance policies and the in-house control procedures concerning financial reporting and the detection and prevention of illicit conduct, particularly criminal conduct, which are at the heart of the Group’s new code of conduct (which is not the same as the Internal Code of Conduct available on the CNMV’s website), in effect across the entire Group for all executives and staff since 1 December 2010. 1.8 Risks associated with the Group’s shareholdings in listed companies.

1.8.1. Market risk

Risk Factors – Page 10 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. 1.8.2. Risk relating to the debt incurred to fund the acquisition of the Group’s shareholding in Repsol YPF.

As set out in detail in section 5.2.1.7., in 2006 the Group acquired a 20.01% equity interest in Repsol YPF for €6,526 million through the special purpose vehicle Sacyr Vallehermoso Participaciones Mobiliarias, S.A. This acquisition was financed with an equity contribution by the Group while the remainder was funded with a €5,175 million syndicated loan initially falling due in a single repayment in December 2011. The original loan agreement provides for the possibility of extending this maturity, by mutual agreement of the parties to the agreement, by one year, to December 2012, at which point the loan will be refinanced with long-term debt. Although the Group plans to begin to negotiate the one-year extension of this loan over the coming months, there can be no assurance that it will be successfully extended.

As a result of the fall in Repsol YPF’s share price, and in compliance with its covenants, Sacyr Vallehermoso has pledged its shares in Testa Inmuebles en Renta, S.A. and Vallehermoso División Promoción, S.A.U., enabling the Group to maintain a value-to- loan ratio of around 150%, which is significantly above the 115% threshold stipulated in the loan agreement.

From the outset, the SyV Group has considered its investment in Repsol YPF a long- term strategic investment, financed with long-term funding to be repaid from the dividends generated by the shares; as a result of this structuring and strategic approach, the Group always knew that it would have to refinance this funding in successive periods. Nonetheless, although neither the initial rationale nor the inflow of cash for debt repayment have changed, the prevailing credit market situation means that it is possible that one or more of the lender banks may not want to refinance, in which case the Group would have to repay the debt by selling its shares in Repsol YPF, either in the open market, through block sales to private investors or in registered stock offering.

Risk Factors – Page 11 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. 2. Risk factors specific to the SyV Group’s business activities

2.1. Mergers and acquisitions strategy

Against the backdrop of a shrinking economy, the scope for acquisition-led growth will depend on the availability of the necessary financing (in-house and external), particularly in light of the prevailing credit crunch. The inability to pursue acquisition- led growth could have a material adverse effect on the Group’s operations, earnings and financial position. 2.2. Dependence on key personnel

The SyV Group has experienced and qualified executives and operations managers at the corporate level as well as in its various business lines. The loss of any key team member could have an adverse effect on the Group’s operations. Any inability to attract and retain sufficiently qualified executives and managers could curtail or delay the SyV Group’s business development efforts. 2.3. General litigation and claims

Although the Group recognises the pertinent accounting provisions, applying the principle of prudence and based on its best estimates using available information, there can be no assurance that the lawsuits and claims currently in progress (or any new ones) will not have an adverse impact on the Group’s business operations, earnings and financial position. At the date of this Registration Document, the Group had recognised €78.2 million of provisions for lawsuits and claims, mostly related to each division’s business activities. These provisions have been recognised using the Group’s best estimates of the potential cash outflows they embody. 2.4. Risks relating to indebtedness, debt service and capital expenditure commitments

At 30 September 2010, the Group’s net debt stood at €11,672 million, a 1.5% reduction on the year-end 2009 balance.

Risk Factors – Page 12 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. The table below sets out the Group’s debt, before considering cash and cash equivalents, at 30 September 2010 by division and maturity. As a result of the refinancing successfully concluded at Vallehermoso, primarily affecting the mortgages taken out to fund land purchases, the amounts to be refinanced in this division to 2014 (inclusive) have been reduced by 80% relative to the maturity schedule presented at 31 December 2009.

MATURITY

Subsequent € thousand 2010 1ST HALF 2ND HALF 2011 2012 2013 2014 TOTAL DEBT years

Sacyr Vallehermoso, S.A. 219,111 320,783 220,723 541,508 148,220 6,141 0 3,000 917,980

- Bank borrowings 219,111 320,783 220,723 541,508 148,220 6,141 0 3,000 917,980

Sacyr Group (Construction) 32,722 27,488 71,729 99,217 55,451 10,191 37,202 52,776 287,559

- Bank borrowings 32,722 27,488 71,729 99,217 55,451 10,191 37,202 52,776 287,559

Sacyr Concesiones (Concessions) 66,832 52,073 3,367 55,440 57,375 30,854 25,162 868,677 1,104,340

- Bank borrowings 66,832 52,073 3,367 55,440 57,375 30,854 25,162 868,677 1,104,340

Valoriza Group (Services) (1) 194,244 87,775 36,439 124,214 48,476 30,615 30,483 260,389 688,421

- Bank borrowings 194,244 87,775 36,439 124,214 48,476 30,615 30,483 260,389 688,421

Vallehermoso Group (Residential Development)21,081 (2) 42,755 9,817 52,572 23,378 89,288 159 1,229,060 1,415,538

- Bank borrowings 21,081 42,755 9,817 52,572 23,378 89,288 159 1,229,060 1,415,538

Testa Group (Rental Property) 24,956 65,380 54,425 119,805 107,003 709,324 519,253 1,168,739 2,649,080

- Bank borrowings 24,956 65,380 54,425 119,805 107,003 709,324 519,253 1,168,739 2,649,080

Somague Group (Construction) 61,546 45,607 59,646 105,253 18,872 27,681 0 5,412 218,764

- Bank borrowings 61,546 45,607 59,646 105,253 18,872 27,681 0 5,412 218,764

SVPM (Repsol YPF) 0 56,395 4,973,913 5,030,308 0 0 0 0 5,030,308

- Bank borrowings 0 56,395 4,973,913 5,030,308 0 0 0 0 5,030,308

TOTAL 620,492 698,256 5,430,059 6,128,317 458,775 904,094 612,259 3,588,053 12,311,990

(1) Includes EMMASA (2) The accounting classification by term differs from the contractual maturities Figures include €97 million of accrued interest payable

The estimated schedule of interest payments (interest unaccrued at 30 September 2010) over the term of the related borrowings, based on the principal maturity schedule outlined above and assuming a constant mix of fixed-rate and floating-rate debt and the same average interest rates as are currently borne by the Group’s various divisions, is as follows:

Risk Factors – Page 13 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail.

MATURITY OF INTEREST

Subsequent TOTAL € thousand 2010 1ST HALF 2ND HALF 2011 2012 2013 2014 years INTEREST

Sacyr Vallehermoso, S.A. 2,836 6,549 4,279 10,828 3,010 155 78 57 16,964

- Bank borrowings 2,836 6,549 4,279 10,828 3,010 155 78 57 16,964

Sacyr Group (Construction) 1,298 3,894 3,279 7,173 4,103 3,085 2,351 8,060 26,070

- Bank borrowings 1,298 3,894 3,279 7,173 4,103 3,085 2,351 8,060 26,070

Sacyr Concesiones (Concessions) 8,738 17,876 22,120 39,996 42,858 40,878 39,620 416,013 588,103

- Bank borrowings 8,738 17,876 22,120 39,996 42,858 40,878 39,620 416,013 588,103

Valoriza Group (Services) (1) 1,973 9,112 7,703 16,815 13,846 12,192 10,982 92,813 148,621

- Bank borrowings 1,973 9,112 7,703 16,815 13,846 12,192 10,982 92,813 148,621

Vallehermoso Group (Residential Development)8,400 17,270 16,807 34,077 33,215 31,809 30,695 460,898 599,094

- Bank borrowings 8,400 17,270 16,807 34,077 33,215 31,809 30,695 460,898 599,094

Testa Group (Rental Property) 17,226 34,451 33,850 68,301 65,460 54,692 38,487 104,203 348,369

- Bank borrowings 17,226 34,451 33,850 68,301 65,460 54,692 38,487 104,203 348,369

Somague Group (Construction) 1,673 2,306 1,244 3,550 1,498 678 190 95 7,684

- Bank borrowings 1,673 2,306 1,244 3,550 1,498 678 190 95 7,684

SVPM (Repsol YPF) 56,350 112,060 107,726 219,786 0 0 0 0 276,136

- Bank borrowings 56,350 112,060 107,726 219,786 0 0 0 0 276,136

TOTAL 98,494 203,518 197,008 400,526 163,990 143,489 122,403 1,082,138 2,011,039

The Group’s financial burden in 2009 amounted to €567 million, equivalent to 9.6% of Group revenue that year.

The bulk of the Group’s debt originates from the investment made by Sacyr Vallehermoso Participaciones Mobiliarias to acquire 20.01% of Repsol YPF (outlined in section 5.2.1.7 of this Registration Document), which was financed with a €5,175 million syndicated bank loan due at the end of 2011; surplus cash flow at the parent company has since enabled the repayment of €188 million of this loan so that the balance outstanding at 30 September 2010 was €4,897 million. The Repsol shares acquired are pledged in guarantee of repayment of the loan and other covenants assumed.

Risk Factors – Page 14 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. Moreover, any breach of the covenants assumed by the Group vis-à-vis the various financial institutions arranging its external borrowings could trigger early repayment clauses under its financing agreements, prompting these financial institutions to demand the early repayment of the debt extended (principal and interest) and to execute any guarantees extended to them, which would have an adverse impact on the Group’s business activities, financial position and earnings.

The equity contributions to be made by the Group will be funded from operating cash flow as well as the proceeds from this equity issue.

Any project financing at the concessionaires will be repaid at maturity using the cash generated by these companies. 2.5. Liquidity risk

This is the risk deriving from excessive concentration of debt maturities, jeopardising, albeit temporarily, its ability to service its payment commitments.

The Group’s main liquidity strain lies in the property development business due to the economic situation in general and the plight of the property market in particular.

In order to manage the liquidity risk derived from the net working capital requirements faced during 2009, the Group launched a program at Vallehermoso called the “Consolidation Plan” and also began renegotiating short-term credit facilities and loans sufficiently in advance. On 5 August, the Group’s development arm, Vallehermoso División Promoción, successfully refinanced its debt, reaching bilateral agreements with its banks and savings banks, freezing debt service and principal payments in exchange for the provision of additional collateral to the lenders and resetting applicable interest rates to prevailing market rates. The amount of debt refinanced under these agreements totals €1,430 million, of which €1,282 million had been drawn down at 30 September 2010. Generally speaking, the agreements reached push back the term of the debt associated with finished housing by three years. The maturities on the remaining debt have been moved back by five years, extendable to eight.

Risk Factors – Page 15 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. Despite the difficult global economic situation, financial entities have continued to support the Group on the basis of the following: recurring cash flow generation at the Group’s divisions; the quality of the Group’s assets; the investment drive in high added- value projects; the liquidity of the Group’s assets, even during the current market slowdown; and, above all, the Group's firm commitment to meeting all its obligations with suppliers, employees, financial creditors, etc., in a timely manner.

2.6. Interest rate risk

Interest rate risk has several potential consequences.

Sep-10 Dec-09

€ million Amount % Amount %

Fixed-rate or hedged 4,819,388 39% 5,140 41% Floating-rate 7,492,602 61% 7,505 59%

TOTAL GROSS BORROWINGS 12,311,990 100% 12,645 100%

Secondly, interest rate fluctuations change the fair value of assets and liabilities carrying a fixed rate of interest, with an impact on the Group’s consolidated balance sheet.

In terms of the sensitivity of Group profit to interest rates, a 1% increase in interest rates, leaving aside fixed-rate or hedged debt, would reduce profit attributable to owners of the parent by approximately €50 million. 2.7 Exchange rate risk

That said, the Group’s rapid geographical expansion in recent years means that in the future it may encounter situations that give rise to exchange rate risk. In these

Risk Factors – Page 16 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. circumstances, it will consider how this risk can best be minimised through the use of hedging instruments under the umbrella of conservative corporate policy.

The Group is not presenting exchange rate sensitivity analysis as this risk is not deemed material at 30 September 2010. 2.8. Credit risk

Credit risk is the risk that a counterparty could breach its contractual obligations, causing financial losses for the other party to the agreement.

Before entering into a contract, it is Group policy to perform a credit check which includes a solvency analysis; during the life of its contracts it monitors its debts on an ongoing basis, reviewing collectible amounts and recognising impairments as required. In the Group’s biggest business, namely construction, works are invoiced and collected as its is completed, mitigating the accumulation of significant credit risk.

In 2009 and 2008, the Group recognised losses from continuing operations of €284.7 million and €397.1 million, respectively. These losses originated mainly from: concessions, due to a change in accounting criteria in 2005 (IFRS) under which the Group discontinued capitalising borrowing costs on concession projects and subsequent amortisation throughout the term thereof, which means that concessions are loss- making in the early years of operation and profitable towards the end of the pertinent term, real estate promotion for an amount of €79 million on 2008 and an amount of €143 million on 2009; due to sales of land in order to repay debt and due to land valuation below cost to adapt to current market conditions, coupled with the slump in house sales against the current market backdrop; on 2009 the parent company recognised losses from net operations of €106 million due to the refinancing advisory charges as well as indirect expenses incurred in connection with the sale of ITINERE;

Risk Factors – Page 17 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. in 2009 the capitalized value of some concession’s assets accounted by the equity method decreased on €375 million euros.

The loss from continuing operations in 2008 also recognised the loss on the extraordinary sale of the Group’s equity investment in Eiffage for an amount of €429 million euros.

2.10. Property appraisal values

There can be no assurance that these appraisal values, which are not updated figures, have not changed since the valuation work was performed.

3. Risk factors relating to the securities being issued 3.1. Uncertainty regarding the development of an active market for the pre-emptive subscription rights

In general terms, the pre-emptive subscription rights deriving from a SACYR VALLEHERMOSO capital increase are traded in Portugal on the Euronext Lisbon between the fourth business day of the period established for the exercise thereof in Spain, which will be the first day of the period established for such exercise in Portugal, and the fourth business day prior to the end of the period for exercising rights in Portugal, without prejudice to trading of the rights outside of the exchange. However, due to operational reasons, the pre-emptive subscription rights deriving from the capital increase covered by this Registration Document will only be traded in Portugal on the Euronext Lisbon between 15 December 2010 and 16 December 2010, as detailed in

Risk Factors – Page 18 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. section 11 of the Securities Note, without prejudice to the trading thereof outside of the exchange.

3.2. A significant decline in the Company’s share price could have a negative impact on the value of the pre-emptive subscription rights

3.3. Shareholders not exercising their pre-emptive subscription rights will see their interest in the Company’s equity diluted

As this is an issuance of new shares of SACYR VALLEHERMOSO, shareholders who do not exercise their pre-emptive subscription rights will see their ownership interests in the Company’s capital diluted by up to 22.67% in the event that 100% of the New Shares are subscribed. In addition, the consideration received by the shareholders or other investors who opt to sell their rights may not be sufficient to compensate them in full for the dilution to their interests in the Company.

3.4. The market price of SACYR VALLEHERMOSO shares may be volatile

The market price of SACYR VALLEHERMOSO shares may be volatile. Factors such as trends in the Company’s operating results, negative publicity, changes in stock market analysts’ recommendations on the Company, the global conditions of the financial or securities markets or in the sectors in which the Company operates, could have an adverse effect on the market price of SACYR VALLEHERMOSO’s shares.

3.5. Risk of market overhang following the capital increase

The sale of a significant number of the Company’s shares on the market after the issue or the perception in the market that such sales could occur could have a negative affect on the price of the shares or the Company’s ability to raise equity through future issues.

Risk Factors – Page 19 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. 3.6. Illiquidity of the New Shares in the event of a delay in the admission to trading

The New Shares to be issued through the capital increase covered by this Securities Note are expected to be admitted to trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through the Sistema de Interconexión Bursátil (Continuous Market) and on the Euronext Lisbon in Portugal by no later than 5 January 2011.

Any delay in the start of trading of the New Shares would affect their market liquidity and hinder their sale by investors.

3.7. Irrevocability of subscription

The Company’s shareholders exercising their pre-emptive subscription rights and investors acquiring and exercising them during the pre-emptive subscription period may not revoke either the subscriptions made during the period or any requests submitted for the subscription for additional shares. Therefore, shareholders and investors will be obliged to subscribe for the shares, even if the market price of the Company’s shares is below the Subscription Price of the New Shares.

3.8. Acquisition of significant shareholdings

As indicated in section 5.2.2 of the Securities Note, if the offer is not covered fully in the first and second rounds, Grupo Corporativo Fuertes and Grupo José Moreno have made an irrevocable commitment to the Company to subscribe for 19,707,611 and 15,555,556 New Shares, respectively, representing 5.00% and 3.95% of the Company’s share capital after the capital increase. These are significant shareholdings which would reduce the free float and affect the liquidity of the Company’s shares and could entitle these shareholders to appoint directors or enable them to exert significant influence over the Company. In addition, a third party or current shareholder who is not currently significant could acquire a significant interest in the Company, which would also reduce the free float and affect the liquidity of the Company’s shares, potentially entitling them to appoint directors or enabling them to exert a significant influence over the Company.

3.9. Shareholders in jurisdictions other than Spain may not exercise their purchase or pre-emptive subscription rights to acquire new shares

Risk Factors – Page 20 This is an English translation of the risk factors section in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the risk factors section and the original risk factors section in the Spanish language, the latter will prevail. offering or sale of its New Shares in Australia, Canada, the United States of America or Japan, nor make a public offering in those countries. Therefore, neither the pre-emptive subscription rights nor the New Shares may be offered, exercised, sold or delivered in those countries.

Specifically, holders of Company shares resident in the United States may not exercise or sell any pre-emptive subscription rights they may have over shares of the Company unless an offering document is registered under the 1993 United States Securities Act or a registration waiver is applicable and they avail of it.

3.10. Shareholders in countries whose currency is not the euro may be exposed to additional investment risk related to fluctuations in exchange rates by holding shares in the Company

Shareholders in countries whose currency is not the euro face an additional investment risk regarding their ownership of Company’s shares related to fluctuations in exchange rates. The Company’s shares are only quoted in euros and any dividend payments made in the future will be denominated in euros. Therefore, any dividends arising from ownership of Company shares and any proceeds from the sale of Company shares may be eroded by fluctuations in the euro exchange rate relative to the US dollar or any other foreign currency.

Risk Factors – Page 21 This is an English translation of the securities note in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the securities note and the original securities note in the Spanish language, the latter will prevail.

III. SECURITIES NOTE

ANNEX III OF COMMISSION REGULATION (EC) NO 809/2004

1. PERSONS RESPONSIBLE

1.1. Persons responsible

Mr Vicente Benedito Francés, of legal age and Spanish nationality, with registered address at Paseo de la Castellana 83-85, 28046 Madrid, holding national identity card (DNI) number 19.862.817-V, for an on behalf of SACYR VALLEHERMOSO, S.A., with registered address at Paseo de la Castellana 83-85, 28046 Madrid (“SACYR VALLEHERMOSO” or the “Company”), in his capacity as Secretary of the Board of Directors, by virtue of the powers conferred by the Company’s Board of Directors pursuant to the resolution adopted at its meeting held on 10 November 2010, assumes responsibility for the information contained in this share securities note (the “Securities Note”).

1.2. Declaration by persons responsible

Mr Fernando Vicente Benedito Francés, in the name and on behalf of the Company, having taken all reasonable care to ensure that such is the case, declares that the information set forth in this Securities Note is, to the best of his knowledge, in accordance with the facts and contains no omission likely to affect its import.

2. RISK FACTORS

See section II. RISK FACTORS.

3. KEY INFORMATION

3.1. Working capital statement

On the basis of the information available to date, SACYR VALLEHERMOSO considers that its existing financial resources, together with those expected to be generated in the next 12 months, are sufficient to meet the Company’s operating requirements and the committed capital expenditure described in section 5.2 of the Registration Document during that time.

3.2. Capitalisation and indebtedness

The table below includes the main consolidated capitalisation and indebtedness figures for the SACYR VALLEHERMOSO Group at 30 September 2010 and 31 December 2009:

Securities Note – Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

€ thousand 30/09/10 31/12/09 (*)

Share capital 304,967 304,967 Share premium 145,435 145,435 Reserves 2,964,818 2,433,641 Profit/(loss) for the period attributable to equity holders of the parent 110,228 519,009 UNREALIZED GAINS (LOSSES) RESERVE -479,583 -547,289 PARENT 3,045,865 2,855,763

MINORITY INTERESTS 70,574 98,116 EQUITY 3,116,439 2,953,879

Bank borrowings Gross debt 12,311,991 12,645,046 Current financial assets + cash and cash equivalents -639,687 -793,197 Net debt 11,672,304 11,851,849 Net debt / equity 3.75 4.01 * Restated.

“Unrealized gain (losses) reserve” includes:

Current financial assets held for sale for an amount of 63.908 thousand euros on 2009 and 78.335 thousand euros at 30 de September 2010.

Hediging instruments (derivatives valuation) for an amount of 253.541 thousand euros on 2009 and 276.905 thousand euros at 30 September 2010.

Translation differences for an amount of 357.656 thousand euros on 2009 and 281.013 thousand euros on 30 de September 2010.

3.3. Interest of natural and legal persons involved in the issue/offer

The Company is not aware of any connection or material economic interest between the Company and the entity participating in the capital increase indicated in section 10.1 of this Securities Note, except for the strictly professional relationship stemming from the legal advice described in that section.

3.4. Reasons for the offer and use of proceeds

In summary, this capital increase is designed to put into service new agreements and services, which will boost the SACYR VALLEHERMOSO Group’s future cash flow generation.

Securities Note - Page 2 4. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ ADMITTED TO TRADING

4.1. Description of the type and class of the securities being offered

The securities to be issued as described in this Securities Note are newly-created shares of SACYR VALLEHERMOSO (the “New Shares") with a par value of one euros (€1) each, of the same class and series as those currently outstanding.

The ISIN (international securities identification number) Code of SACYR VALLEHERMOSO shares is ES0182870214.

The National Numbering Agency (Agencia Nacional de Codificación de Valores Mobiliarios), an entity within the Spanish National Securities Commission, Comisión Nacional del Mercado de Valoes (the “CNMV”), will assign an ISIN Code for the CNMV to identify the New Shares at the date of registration of this Securities Note until they are put on a par with the Company’s shares currently outstanding.

4.2. Legislation under which the securities have been created

The capital increase covered by this Securities Note which will create the New Shares is governed by Spanish law. Specifically, the New Shares are subject to the provisions of the Spanish Enterprise Act, securities market regulations and other similar provisions. There are no variations in the typical legal regime provided for in said legal texts.

4.3. Representation of the shares in book-entry form

All the shares of SACYR VALLEHERMOSO currently outstanding are represented by book entries. Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (“Iberclear”), domiciled in Madrid, at Plaza de la Lealtad, 1 (Madrid 28014), is the entity in charge of keeping the records.

The New Shares shall also be represented by book entries and registered by IBERCLEAR and its participants.

4.4. Currency of the securities issue

The New Shares are denominated in euros.

4.5. Description of the rights attached to the securities

The New Shares shall represent proportional claims on SACYR VALLEHERMOSO’s share capital and grant the holders the status of shareholders, with the related voting and dividend rights corresponding to holders of ordinary shares recognised by law and in SACYR VALLEHERMOSO’s Bylaws as from the date of registration of their names in IBERCLEAR’S registers.

SACYR VALLEHERMOSO’s Bylaws do not attach additional benefits, special privileges, powers or duties to ownership of ordinary shares of SACYR VALLEHERMOSO.

Specifically, the New Shares shall grant the owners the following rights:

Securities Note – Page 3 A) Right to share in profits and dividend rights

(i) Right to share in profits and dividend rights

The New Shares grant the holders thereof the right to share in the distribution of any profits paid out after the date of their registration in the IBERCLEAR book- entry registries.

The right of shareholders to share in the distribution of profits is an abstract right that is not specified until the Company resolves to distribute dividends. Accordingly, shareholder dividend rights arise only when dividend distributions approved by the Company. The Company’s New Shares, as well as the rest of the shares comprising its share capital, do not grant the holder the right to receive a minimum dividend as all are ordinary shares.

In accordance with article 61.6 of SACYR VALLEHERMOSO Bylaws, provided there are sufficient distributable profits and no reasons of corporate interest warranting otherwise, the shareholders are obliged to resolve in general meeting the distribution of a dividend per share in an amount equal to third percent (30%) of their par value.

As at the date of registration of this Document, no dividend distribution has been resolved that is pending distribution.

(ii) Fixed date(s) on which the entitlement to the dividend arises

As indicated above, shareholder dividend rights arise only when dividend distributions are approved by the Company. Accordingly, this entitlement does not arise on any fixed date or dates.

(iii) Time limit after which entitlement to dividends lapses

In accordance with article 947 of the Spanish Commercial Code, the entitlement to dividends lapses after five years, after which the beneficiary will be SACYR VALLEHERMOSO, which will apply the dividends to reserves in the year in which the rights lapse.

(iv) Dividend restrictions and procedures for non-resident holders

As the New Shares will be represented by book entries, rights to collect dividends, as well as any other economic rights attaching to these shares, will be exercised through IBERCLEAR and its participants.

SACYR VALLEHERMOSO’s Bylaws do not contain any restriction or special procedure for the payment of dividends to non-resident holders.

B) Right to vote at general shareholders’ meetings

The New Shares will be ordinary voting shares. Holders of these shares are entitled to attend and vote at the general meetings of SACYR VALLEHERMOSO and to challenge company resolutions adopted thereat under the same terms and conditions as holders of SACYR VALLEHERMOSO shares currently outstanding as provided for in the general

Securities Note – Page 4 regime established in the Spanish Enterprise Act and subject to SACYR VALLEHERMOSO’s Bylaws.

Regarding shareholder rights to attend general shareholders’ meetings, articles 25 and 26 of SACYR VALLEHERMOSO’s Bylaws establish certain restrictions, transcribed below:

“Article 25.- Right of attendance

1.- To be eligible to attend the General Meeting, shareholders must hold at least fifty shares registered in their name in the registries indicated in article 6 at least five days before the meeting. Shareholders exercising their voting rights by post or electronic mail or other means of remote correspondence must also fulfil this requirement when casting their votes. [...].”

“Article 26.- Certification of attendance

To exercise their right of attendance, shareholders must be certified previously with an attendance card issued in their name or by one of the authorised participating entities of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear).”

Each share entitles its holder to one vote and there are no Bylaw-stipulated limitations regarding the maximum number of votes that can be cast by a single shareholder or companies belonging to the same group.

Any shareholder entitled to attend the general meeting can be represented by another person even if this person is not a shareholder. Proxies must be granted in writing or by electronic means and individually for each General Meeting.

C) Right to pre-emptively subscribe to the issue of New Shares or bonds convertible into shares.

In accordance with the Spanish Enterprise Act, all the shares comprising the Company’s share capital have pre-emptive subscription rights for capital increases entailing the issuance of New Shares, ordinary or preference shares, as well as the issue of bonds convertible into shares, without prejudice to the possibility disapplication of said right, in whole or in part, by virtue of a resolution adopted by the shareholders at a General Meeting of the Company or by the Company’s directors pursuant to the provisions of articles 308, 417, 505, 506 and 511 of the Spanish Enterprise Act.

The New Shares will also be entitled to the allocation of bonus shares as provided in the Spanish Enterprise Act in the event of a capital increases charged to reserves.

D) Right to share in any surplus equity in the event of liquidation

From the date of registration in IBERCLEAR’s book-entry registries, the New Shares will entitle their holders to share in the Company’s equity in the event of liquidation under the same terms as shares currently outstanding.

Because the New Shares will be in book-entry form, economic rights, such as the right to participate in equity in the event of liquidation, will be exercised through IBERCLEAR and its participating entities.

Securities Note – Page 5 E) Right to information

The New Shares will confer the information rights granted by articles 93.d) and, especially, article 197 of the Spanish Enterprise Act under the same terms as the rest of the Company's shares. They will also be entitled to the specific rights provided for in the Spanish Enterprise Act with respect to the receipt of detailed information regarding the amendment of bylaws, capital increases and decreases, authorisation of annual financial statements, the issue of convertible or non-convertible bonds, the transformation, merger and spin-off, dissolution and liquidation of the Company and other corporation actions or transactions.

F) Repayment provisions

Not applicable.

G) Conversion provisions

Not applicable.

4.6. Resolutions, authorisations and approvals by virtue of which the securities will be issued

The New Shares are issued by virtue of the following resolutions:

(i) Resolution adopted under item eight on the agenda of the Company’s Annual General Meeting held on 30 June 2010:

Shareholders at the Annual General Meeting held on 30 June 2010 agreed to grant authorisation to the Board of Directors, to the fullest extent required under law, and in accordance with Article 153.1.b) of the Spanish Public Limited Companies Act (currently Article 297.1b) of the Spanish Enterprise Act), to increase share capital on any number of occasions and at any time within a term of five years the date of said General Meeting, up to a limit of €142,318,106.50, equivalent to half of the Company’s capital at that date, by issuing and placing in circulation New Shares, at a premium to par value or otherwise, in exchange for cash contributions.

Authorisation was also given to the Board of Directors to (i) determine whether the New Shares to be issued will be ordinary shares, preference shares, non-voting shares, redeemable shares or any other type allowed by law; (ii) determine, to the extent not specifically provided for, the terms and conditions governing the share issues and the characteristics of the shares, (iii) freely re-offer any New Shares not subscribed in the period(s) earmarked for exercising pre-emptive subscription rights, (iv) dictate, in the event of incomplete subscription to the offer, that capital will only be increased by the amount of the shares effectively subscribed, (v) redraft the articles of the Bylaws dealing with share capital and the number of shares and (vi) waive, in part or in full, pre-emptive subscription rights.

Similarly, shareholders authorised the Board of Directors to carry out the necessary formalities with the competent bodies for the admission to trading of the shares in Spanish or foreign securities markets.

(ii) Resolution adopted by the Board of Directors at its meeting of 10 November 2010:

Securities Note – Page 6 On 10 November 2010, the Company’s Board of Directors, using the authorisation granted at the Company’s General Meeting indicated in section (i) above, resolved to increase the Company’s share capital by a nominal amount of eighty-nine million, one hundred and eight-four thousand, eight hundred and forty-five euros (€89,184,845.00) through the issue of 89,184,845 new ordinary shares, each with a par value of one euro (€1), all of the same class and series as those currently outstanding, plus an issue premium of three euros fifty cents (€3.50) per share, implying an issue price of four euros fifty cents (€4.50), with pre-emptive subscription rights and express provision of incomplete subscription.

It is hereby stated that there no resolutions have been adopted subsequently that modify or restrict the aforementioned resolutions.

Neither the capital increase nor the issue of the New Shares requires prior authorisation and are subject only to the general regime for approval and registration of this Securities Note by the Spanish National Securities Commission, Comisión Nacional del Mercado de Valores (“CNMV”) in accordance with the provisions of the Spanish Securities Market Act (Ley del Mercado de Valores) and its implementing regulations.

4.7. Expected issue date of the securities

The expected issue date of the New Shares is 3 January 2011 (see section 5.1.8), the date on which the public deed of the capital increase is expected to be registered in the Madrid Register of Companies.

The New Shares will be created by virtue of their registration in the book-entry records kept by IBERCLEAR. This registration shall be carried out once the conclusion of the capital increase has been declared, and the deed for the capital increase has been executed and registered in the Madrid Register of Companies. Following its registration with the Register of Companies, the deed for the capital increase shall be delivered to the CNMV, IBERCLEAR and the Madrid Stock Exchange, as the main stock exchange.

The same day that the increase is recorded in the IBERCLEAR central registry, all the Participants will register the corresponding book-entries in favour of the subscribers for the New Shares covered by the capital increase in their books.

4.8. Restrictions on the free transferability of the securities

SACYR VALLEHERMOSO’s Bylaws do not contain any restrictions on the free transferability of the shares representing its share capital. Therefore, the New Shares will be freely transferrable in accordance with the provisions of the Spanish Enterprise Act, the Spanish Securities Market Act and other prevailing legislation.

4.9. Indication of the existence of any mandatory takeover bids and/or squeeze-out and sell-out rules in relation to the securities

There is no special rule governing mandatory takeover bids in respect of the New Shares, except as arise from the rules and regulations governing takeover bids contained in the Securities Market Act and in Royal Decree 1066/2007 of 27 July on rules governing takeover bids.

Securities Note – Page 7 4.10. Indication of public takeover bids by third parties in respect of the issuer’s equity

No takeover bids for SACYR VALLEHERMOSO have been made to date.

4.11. Taxation of the securities

4.11.1. Information on taxes on the income from the securities withheld at source

Below is a general description of the tax regulations applicable to the acquisition, ownership and subsequent transfer, if any, of the New Shares under current Spanish law (including the provisions further developing it) as of the date of approval of this Securities Note.

It should be noted that this discussion does not explain all possible tax consequences of the abovementioned transactions or the tax regulations applicable to all categories of shareholders, some of which e.g. financial institutions, Collective Investment Undertakings (Instituciones de Inversión Colectiva), cooperatives and “look-through” entities may be subject to special rules. Furthermore, this description also does not take into account the foral tax regulations in effect in the Historical Territories of the Basque Country and in the Autonomous Community of Navarra, or the regulations approved by the various Autonomous Communities which might apply to the shareholders in respect of certain taxes.

Prospective investors, both Spanish and foreign, are therefore advised to consult their lawyers or tax advisers, who will be in a position to provide personalised advice in the light of their particular circumstances. Prospective investors should also pay attention to any changes in currently applicable legislation or administrative interpretations thereof that may occur in the future.

(1) Indirect taxation on the acquisition and transfer of the securities

The acquisition and the subsequent transfer (if any) of the New Shares will be exempt from Transfer Tax and Stamp Duty (Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados) and from Value Added Tax (Impuesto sobre el Valor Añadido) pursuant to article 108 of the Securities Market Act and similar provisions of the laws governing such taxes.

(2) Direct taxation on the ownership and subsequent transfer of the securities

(i) Shareholders who are Spanish residents

This section reviews the tax treatment applicable both to shareholders who are Spanish residents and to those who, while not being residents, are payers of Non-Resident Income Tax (Impuesto sobre la Renta de no Residentes) (hereinafter, “IRnR”) and act through a permanent establishment in Spain, as well as investors who are individuals residing in other European Union Member States (provided they are not residents of a territory considered to be a tax haven) and also payers of IRnR, who elect to pay taxes as payers of Personal Income Tax (Impuesto sobre la Renta de las Personas Físicas) (hereinafter, “IRPF”) pursuant to the provisions of article 46 of the Consolidated Text of the Non-Resident Income Tax Act (hereinafter, “LRLIRnR”) (as defined below).

Securities Note – Page 8 Entities residing in Spanish territory pursuant to article 8 of the Consolidated Text of the Corporate Income Tax Act (Texto Refundido de la Ley del Impuesto sobre Sociedades) (hereinafter “TRLIS”) approved by Royal Legislative Decree 4/2004 of 5 March, and individuals tax resident in Spain, as defined in article 9.1 of Law 35/2006 of 28 November on Personal Income Tax and partially amending the Corporate Income Tax Act, the Non- Resident Income Tax Act and the Wealth Tax Act (hereinafter, the “IRPF Act”), as well as foreign residents who are members of Spanish diplomatic missions, Spanish consular offices or hold other official positions, within the meaning of article 10.1 of the abovementioned law, will be deemed to be shareholders residing in Spain for such purposes, without prejudice to the provisions of the Treaties for the Avoidance of Double Taxation (hereinafter, “DTT”) signed by Spain. In the same way, Spanish individuals who, having finished their tax residence in Spain, prove their new tax residence in a tax haven, both during the tax period in which the change happens or the following four years, will be deemed to be shareholders tax resident in Spain.

Individuals acquiring their tax residence in Spain as a result of their moving to Spanish territory may elect to pay IRPF or IRnR during the period in which the change of residence is made and the five following periods, provided the requirements established in article 93 of the IRPF Act are met.

(a) Individuals

(a.1) Personal income tax

(a.1.1) Income from movable property

Pursuant to article 25 of the IRPF Act, the following, inter alia, will be deemed to be income from movable property: the dividends, the fees for attending general shareholders meetings, the returns derived from the creation or assignment of rights or powers of use and enjoyment of the New Shares that are the subject matter of the capital increase and, in general, the shares in the profits of the Company as well as any other profit received from the Company in their capacity as shareholders.

Income from movable property received by shareholders as a result of the ownership of New Shares will be included in the taxable savings base of the year in which they are payable by the recipients as the net income that results from deducting any administrative and deposit expenses from the gross amount thereof. Expenses incurred as a result of the discretionary and personalised management of the portfolio shall not be deductible. Such income will be taxed at either 19% or 21%, depending on whether the amount of said taxable savings base is (i) equal to or less than €6,000, or (ii) in excess of said amount, and no deduction may be applied to avoid double taxation.

Nevertheless, pursuant to the provisions of article 7.y) of the IRPF Act, dividends, fees for attending general shareholders’ meetings and shares in the profits of any type of entity (including a share in the Company’s profits), as well as the income on any kind of assets, except the delivery of bonus shares, which, pursuant to the by-laws or by decision of the Company’s decision- making bodies, entitle the holders to participate in the profits of an entity

Securities Note – Page 9 (including the Company) shall be exempt from IRPF up to the amount of €1,500 per year. This limit shall apply to the aggregate amount of dividends and shares in profits received during the calendar year by the IRPF payer in his capacity as shareholder or member of any other entity.

The abovementioned exemption shall not apply to dividends on securities acquired within the two months prior to the date on which such dividends were paid when, subsequent to such date and within the same period, a transfer of the same kind of securities occurs.

Additionally, shareholders generally shall be subject to a 19% IRPF withholding on the entire amount of the dividend distributed, without taking into account for such purpose the €1,500 exemption described above. The withholding made will be deductible from the IRPF net tax quota and, if insufficient, will entitle the payer to the refund set forth in article 103 of the IRPF Act.

(a. 1.2) Capital gains and losses

Changes in the net worth of IRPF payers arising as a result of any alteration to such net worth shall give rise to capital gains or losses which, in the case of a transfer of the New Shares for valuable consideration, shall be quantified as the amount of the negative or positive difference, respectively, between the acquisition price of such shares and the transfer price, which shall be determined (i) by their listed price on the date that such transfer occurs or (ii) by the agreed price, if such price is greater than the abovementioned listed price.

For the purposes of determining acquisition value, when there are similar securities, those first acquired shall be considered to be those transferred.

Both the acquisition price and the transfer price shall be increased or reduced, respectively, by the expenses and taxes involved in such transactions.

Capital gains or losses arising from the transfers of New Shares made by the shareholders shall be included and offset in the respective savings tax base for the year in which the financial change occurs, and, if the balance resulting from the inclusion and offset in the savings tax base is positive, shall be taxed at the rates of 19% or 21%, depending on whether the amount of the savings tax base is (i) €6,000 or less or (ii) in excess of said amount, regardless of the period in which such capital gains were generated.

Capital gains arising from the transfers of New Shares are not subject to withholding tax.

Lastly, losses derived from the transfer of the New Shares subscribed for shall not be computed as capital losses if securities of the same kind were acquired within the two months immediately preceding or following the date of the transfer that gave rise to the abovementioned loss. In such cases, the

Securities Note – Page 10 capital losses will be included in the tax base to the extent that the securities that are still held by the taxpayer are transferred.

(a. 1.3) Pre-emptive subscription rights

The proceeds from the sale of the pre-emptive subscription rights to New Shares are not considered income, but will reduce the acquisition cost of the shares to which they attach for purposes of future transfers until such cost reaches zero. Proceeds in excess of the acquisition cost are considered to be capital gains taxable at 19% or 21% depending on whether the amount of said taxable savings base is (i) equal to or less than €6,000 or (ii) in excess of said amount.

(a.2) Wealth tax

Law 4/2008 of 23 December, which abolished Wealth Tax charges, extended the monthly VAT refund scheme and introduced other amendments to tax legislation, amended Wealth Tax Act 19/1991 of 6 June by introducing 100% tax relief on the amount payable under said tax and eliminated the requirement to file returns in this connection as from 1 January 2008.

(a.3) Inheritance and gift tax

Transfers of shares not for valuable consideration (by way of inheritance or gift) to individuals who are Spanish tax residents are subject to the Inheritance and Gift Tax (Impuesto sobre Sucesiones y Donaciones) (hereinafter, “ISD”) pursuant to Law 29/1987 of 18 December, and the taxpayer being the acquirer of the securities, without prejudice to the specific rules, if any, approved by each Autonomous Community. The tax rate applicable to the taxable base ranges between 7.65% and 34%. Once the gross tax payable has been obtained, certain multiplying coefficients apply thereon according to the pre-existing assets of the taxpayer and to his degree of kinship with the deceased or donor, which may ultimately result in an actual tax rate of between 0% and 81.6% of the tax base.

(b) Corporate Income Taxpayers

(b.1) Dividends

Payers of Corporate Income Tax (Impuesto sobre Sociedades) (hereinafter, “IS”) or taxpayers who, being subject to IRnR, act in Spain through a permanent establishment, shall include in their tax base the full amount of the dividends or shares in profits collected as a result of the ownership of the New Shares subscribed for, as well as the expenses relating to their interest, as provided in article 10 et seq. of the TRLIS and shall generally pay taxes at the rate of 30%.

Provided none of the exclusions set forth in article 30 of the TRLIS applies, payers of the abovementioned tax will be entitled to a 50% credit on the gross tax payable corresponding to the tax base resulting from the dividends or shares in profits

Securities Note – Page 11 received, for which purpose the tax base will be deemed to be the gross amount thereof.

Such credit will be of 100% when, once all other requirements set forth in the TRLIS have been complied with, the dividends or shares in profits come from a direct or indirect interest of at least 5% of the share capital, and provided such interest was continuously held in the year prior to the day on which the profit distributed is payable, or, in default thereof, that it is held for the time required to complete such one-year period.

In addition, IS payers shall be subject to a 19% withholding on the full amount of the profit distributed, unless any of the exclusions from withholding established in current legislation are applicable to them; these include the possible application of the double taxation credit of 100% of the dividends received, in which case, provided the minimum one-year holding period has been complied with, no withholding will be made. The withholding made will be deductible from the IS tax payable and, if insufficient, will entitle the payer to the refunds provided for in article 139 of the TRLIS.

(b.2) Income arising from the transfer of securities

The gain or loss resulting from the transfer of shares, whether or not for valuable consideration, or from any other financial change relating thereto, shall be included in the tax base of IS payers or IRnR payers acting through a permanent establishment in Spain, in the manner described in article 10 et seq. of the TRLIS and shall be taxed generally at the rate of 30%.

Income derived from the transfer of the shares is not subject to withholding tax.

In addition, as provided in article 30.5 of the TRLIS, the transfer of shares by IS payers may entitle the transferor to the double taxation credit and, in respect of the portion of the income that does not benefit from such credit, if any, will allow it to apply the credit for reinvestment of extraordinary profits as provided in article 42 of the TRLIS, provided the requirements established in the aforementioned article are met.

Lastly, in the event of acquisition of the shares by an IS payer not for valuable consideration, the income generated for it will also be taxed in accordance with the rules of this tax and ISD will not apply.

(b.3) Pre-emptive subscription rights

In the absence of a specific tax rule, the proceeds from the sale of pre-emptive subscription rights shall be accounted for following the applicable accounting rules in each case.

(ii) Shareholders who are not Spanish residents

Securities Note – Page 12 This section discusses the tax treatment applicable to investors who are not Spanish residents, and does not include those acting in Spain through a permanent establishment, whose tax treatment is described together with the Corporate Income Taxpayers, or those who exercise the option of paying tax as Spanish residents as described in section 4.11.1.(2).(i) above.

Individuals who are not IRPF payers and entities that are not Spanish residents as provided in article 6 of the Consolidated Text of the Non-Resident Income Tax Act (hereinafter, “TRLIRnR”) approved by Royal Legislative Decree 5/2004 of 5 March will be considered non-resident shareholders.

The following is a general description and, therefore, the particular circumstances of each taxpayer and those resulting from DTT held between third parties and Spain will have to be taken into account.

(a) Non-Resident Income Tax

(a.l) Income from movable property

Dividends and other income derived from the participation in the equity of an entity, earned by individuals or entities not resident in Spain acting without a permanent establishment will be subject to IRnR at the general tax rate of 19% on the gross amount received.

However, the dividends and shares in profits mentioned in section 4.11.1(2).(i).(a.1.1) above received without a permanent establishment in Spain, by individuals who are residents for tax purposes of the European Union or of countries or territories with which there is an actual exchange of tax information shall be exempt up to €1,500, computable during each calendar year. Such exemption shall not apply to the income received through countries or territories considered by the Spanish law and regulations to be tax havens. Such limit shall apply to the aggregate amount of the dividends and shares in profits received during the calendar year by the IRnR payer in his capacity as shareholder or member of any kind of entity.

In general terms, on each dividend payment date, the Company will make a withholding of 19% on account of IRnR.

Nevertheless, when by virtue of the residence for tax purposes of the receiving party a DTT signed by Spain or an internal exemption applies, the reduced tax rate established in the double taxation treaty for that kind of income or the exemption, as the case may be, will apply, after the shareholder has provided evidence of its residence for tax purposes as required under current legislation. To such end, there is currently a special procedure, approved by the Order of the Ministry of Economy and Finance of 13 April 2000 to make withholdings for non-resident shareholders at the rate applicable in each case, or to exclude withholding, when financial institutions domiciled, resident or represented in Spain that are depositaries of or manage collection of the income on such securities participate in the payment procedure.

Securities Note – Page 13 According to the Order, when distributing the dividend, BBVA shall withhold 19% of the gross amount of the dividend and transfer the net amount to the depositaries. Depositaries which, in turn, provide evidence, as required, of their clients’ right to lower tax rates or to exclusion from withholding (for which purpose they shall provide to the depositary, prior to the tenth day of the month following the month in which the dividend is distributed, a tax residence certificate issued by the appropriate tax authority of their countries of residence which, if such be the case, shall expressly state that the investor is a resident within the meaning of the applicable DTT, or in those cases where a tax limit set in a DTT applies such DTT being developed by an Order providing for the use of a specific form, such form instead of the tax residence certificate) shall forthwith receive the excess amount withheld for payment to such clients. The above-mentioned residence certificate shall, for such purpose, be valid for one year from the date of issuance thereof.

Whenever an exemption applies or the withholding rate is lower than 19% pursuant to a DTT and the shareholder has been unable to provide evidence of its residence for tax purposes within the period established for such purpose, such shareholder may apply to the Spanish Treasury Department (Hacienda Pública) for the refund of the excess amount withheld, following the procedure and using the return form set forth in the Ministry Order of 23 December 2003. Shareholders are advised to consult their advisors regarding the procedure to be followed in each case to apply to the Treasury Department for the refund mentioned above.

On the other hand, the procedure established in the Ministry of Economy and Finance Order of 13 April 2000 described above shall not apply to the dividends or shares in profits of up to €1,500 which are exempt from IRnR as described above. In such case, the Company shall, at the time of payment of the dividend, withhold 19% on account of IRnR and the shareholder may, if appropriate, apply to the Spanish Treasury Department for the refund of the excess withholding following the procedure established in the Ministry Order of 23 December 2003.

In any event, once the withholding on account of IRnR has been made or the admissibility of the exemption recognised, non-resident shareholders will not be required to file IRnR returns in Spain.

Investors are advised to consult their lawyers and financial advisors on how to proceed in each case, in order to request the mentioned return from the Spanish Tax Authorities.

(a.2) Capital gains and losses

Under the TRLIRnR, the capital gains received by non-resident individuals or entities not having a permanent establishment in Spain from the transfer of securities or any other capital gains related to such securities will be subject to IRnR and which will be calculated according to that which is established in the IRPF Act. Specifically, capital gains derived from the transfer of shares will be taxed under the IRnR at the rate of 19% unless an internal exemption or a DTT signed by Spain applies, in which case the provisions of such DTT will apply.

Securities Note – Page 14 In this connection, under Spanish domestic law, the following capital gains will be exempt:

(i) Capital gains arising from the transfer of shares on official Spanish secondary securities markets, received without having a permanent establishment in Spain by individuals or entities resident in a State that has a DTT with an exchange of information clause, provided they have not been received through countries or territories considered by the Spanish law or regulations to be tax havens.

(ii) Capital gains on the transfer of shares received without having a permanent establishment by individuals or entities that are resident in other European Union States for tax purposes or by a permanent establishment of those residents located in another European Union State, provided they have not been received through countries or territories considered by Law to be tax havens. The exemption does not include capital gains arising from the transfer of shares or rights of an entity when (i) the assets of such entity consist primarily, directly or indirectly, of real estate located in Spanish territory, or (ii) at any time within the twelve months prior to the transfer, the taxpayer held, directly or indirectly, at least 25% of the capital or shareholders’ equity of the issuer.

Capital gains and losses will be calculated and taxed separately for each transfer, and profits and losses may not be offset where there are several transfers, some of which result in profits and others in losses. They will be quantified by applying the rules of article 24 of the TRLIRnR.

The amount obtained from the sale of pre-emptive subscription rights to subscribe for the New Shares shall reduce the acquisition cost of the shares from which such amount is obtained for the purpose of future transfers, until such cost is reduced to zero. The amounts received in excess of the acquisition cost shall be deemed a capital gain subject to tax at a rate of 19%, unless an internal exemption or a DTT signed by Spain applies, in which case the provisions of such DTT will apply.

Pursuant to the TRLIRnR, capital gains made by non-residents not having a permanent establishment will not be subject to IRnR withholding or payment on account.

Non-resident shareholders will be required to file a return, assessing and paying the relevant tax liability, if any. They may also make such filing and payment through their tax representatives in Spain or through the depositaries or managers of the shares, following the procedure and using the tax form set forth in the Ministry Order of 23 December 2003.

Should an exemption apply, whether under Spanish law or under a DTT, non- resident investors will be required to provide evidence of their right through a tax residence certificate issued by the appropriate tax authority of their country of residence (which, if such be the case, shall expressly state that the investor is a resident of that country within the meaning of the applicable DTT) or the form set forth in the Order further developing the applicable DTT. The abovementioned

Securities Note – Page 15 residence certificate shall, for such purpose, be valid for one year from the date of issuance thereof.

(b) Wealth Tax

Notwithstanding the provisions of DTTs signed by Spain, acquisitions not for valuable consideration by individuals who are not tax resident in Spain, and regardless of the tax residence of the transferor will be subject to ISD when the acquisition involves property located in Spain or rights which may be exercised or fulfilled in Spain. Spanish authorities consider that shares of a Spanish company are regarded as property located in Spain for tax purposes.

Companies not resident in Spain are not ISD payers and the income received by them which is not for valuable consideration will generally be taxed as capital gains under the IRnR as described above, without prejudice to the provisions of applicable DTTs.

Non Spanish resident shareholders are advised to consult their tax advisors with respect to the terms on which ISD is to be applied in each specific case.

4.11.2. Indication as to whether the issuer assumes responsibility for the withholding of taxes at source The Company, as issuer and payer of the income that may derive from the ownership of the shares covered by this capital increase, assumes responsibility for making the required withholding of Spanish taxes as provided under current regulations.

4.11.3. Information on Portuguese income tax on the New Shares

The information below provides a general description of the tax rules applicable to the acquisition, ownership and subsequent transfer of the New Shares under current Portuguese law as of the date of approval of this Securities Note.

For purposes of this prospectus the term “current Portuguese law” shall mean the relevant provisions of the Stamp Tax (ST) Code, Value Added Tax (VAT) Code, Corporate Income Tax (CIT) Code and Personal Income Tax (PIT) Code, in force as of the date of approval of this Securities Note. We also highlight throughout the document those provisions which are not yet in force but are included in the Budget Bill for 2011.

The information provided is not intended to cover all possible tax implications arising from the abovementioned transactions. Instead, its scope is limited to the general tax framework applicable and therefore does not cover the case of shareholders taxed

Securities Note – Page 16 under special regimes, such as those applicable, for instance, to Portuguese holding companies (SGPS), financial institutions, collective investment vehicles (Organismos de Investimento Colectivo), cooperatives, “look-through” entities, etc.).

Thus, prospective investors should consult with a lawyer or tax consultant in order to obtain personalized advice covering all the specific aspects of their individual circumstance and tax status. Prospective investors should also remain attentive to future changes or amendments in currently applicable legislation or administrative interpretations.

(I) Indirect Taxation

The acquisition and subsequent transfer for valuable consideration of the New Shares is neither subject to ST nor to VAT.

(II) Direct Taxation

(i) Portuguese Tax Resident individual Shareholders

(a.1) Personal income tax

(a.1.1.) Dividends

According to the PIT Code, Portuguese resident individuals are taxed on their worldwide income, including dividends distributed by non-resident companies. Therefore, dividends received by Portuguese resident shareholders are generally taxed at a final 21.5% rate (if paid by a Portuguese qualifying paying agent).

Alternatively, the individual may elect to aggregate all dividend income together with other investment income (no cherry picking available) and tax at the progressive rate structure (maximum marginal rate is currently 45.88% and will be raised to 46.5% as of 1 January 2011). If this election is made, individuals are entitled to exclude 50% of the dividend income.

A credit for any tax withheld is Spain is further available although subject to several limitations, namely: (a) the amount of the credit is limited to the maximum withholding tax resulting from the application of the double tax convention entered into between Portugal and Spain (15%); (b) such credit corresponds to the lower of the tax paid in Spain or the fraction of the PIT computed before the credit, which corresponds to income that may be taxed in Spain, net of costs or losses incurred directly or indirectly in obtaining it.

(a.1.2) Capital gains and losses

The annual positive balance of capital gains and losses realised by Portuguese resident individuals on the transfer of the New Shares, when the balance is more than €500, is subject to a special 20% tax rate. Nevertheless the individual may elect to aggregate such positive balance and tax the gains at the progressive rate structure (at the said maximum marginal rate currently set at 45.88% which will be raised to 46.5% with effects as of 1 January 2011).

Securities Note – Page 17 Losses resulting from transactions carried out with entities which are resident of a listed tax jurisdiction, as per Ministerial Order 150/2004 of 13 February are not taken into account when computing the said balance.

(a.1.3) Stamp tax (on inheritance and gifts)

The Transfer not for valuable consideration (gift, inheritance or bequest) of shares in a Spanish entity to Portuguese resident individuals is not subject to ST.

(i) Portuguese Tax Resident Corporate Shareholders

(a.1.) Dividends

Dividend derived by corporate taxpayers is taxable in Portugal under Corporate Income Tax (Imposto sobre o Rendimento das Pessoas Colectivas) (hereinafter, “IRC”). IRC applies to resident and non-resident entities (operating through a permanent establishment to which such income is attributable). Under the IRC Code it is possible to include only 50% of the dividend income in the corporate entity’s taxable income. This partial exemption is repealed by the Budget Bill for 2011. The general IRC rate is 25%, which may be increased to approximately 29% by existing municipal surtax (up to 1.5% levied on taxable profits) and State surtax (2.5% on the amount of taxable profits exceeding €2,000,000 derived by resident companies and local permanent establishments).

However, there is an exemption for dividend income in the IRC Code, if the corporate recipient of the dividend holds, for a one-year period, a direct ownership interest of at least 10% in the paying company’s share capital or, if that requirement is not fulfilled, the acquisition cost of the interest was at least €20 million. This €20 million threshold is repealed by the Budget Bill for 2011, and therefore will be harder to profit from the exemption.

Withholding tax on dividend income is subject to limitation under the Portugal- Spain Tax Treaty. If the recipient company holds at least 25% of the paying company’s share capital, the rate is limited to 10%. Otherwise, the withholding tax rate is limited to 15%. This withholding tax is creditable by the taxpayer, in Portugal. The credit’s amount is the lower of the following: (i) the tax paid in Spain or (ii) the IRC due on the net taxable income.

(a.2.) Capital gains and losses

Capital gains realised upon disposal of shares are taxable under the IRC Code. The transfer of the New Shares is a disposal for IRC purposes. The applicable tax rate is the general IRC, of 25%, which may be increased up to 29% by existing Municipal and State surtaxes.

The computation of capital gains tax is limited to 50% of the gain upon reinvestment. However, this limitation is only available if: (i) the reinvestment is on certain securities or assets; (ii) the disposed shares are held, for a one-year period, via a direct ownership interest of at least 10% in the paying company’s share capital or, if that requirement is not fulfilled, with an acquisition cost of at least €20 million; and (iii) the counterpart of the transaction is not a related

Securities Note – Page 18 entity or resident in a listed Tax Haven. The €20 million threshold for the reinvestment relief is repealed in the Budget Bill for 2011.

Capital losses may be set-off against the corporate taxpayer’s taxable profits on half of its value. However, this 50% deduction is not available in certain cases of intra-group disposals, acquisitions/disposal from listed tax havens or exempt entities and transformation of the entity holding the shares. The Budget Bill for 2011 introduces a new limitation to the deduction on capital losses on shares connected with exempt distributions, from the disposed entity, received in the previous four years.

Capital gains and losses realized by local holding companies (SGPS) and venture capital companies (SCR) on the disposal of shares, including any financing costs incurred in the acquisition of the shares, are not be considered for tax purposes, provided the participation is held for more than one year. However, capital gains obtained by these entities are taxable whenever: (i) the ownership interest has been acquired to a related party in the previous three years; (ii) the participation has been acquired for less than three years to an entity resident in a tax haven; (iii) the seller results from the transformation of a company that benefited from a different tax treatment regarding capital gains and less than three years have elapsed since the transformation.

According to the Tax Treaty with Spain, any gains from the disposal of shares in a Spanish entity shall be, generally, taxable only in the State of which the seller is a tax resident. Two exceptions apply for gains obtained from the disposal of shares in a company whose assets principally comprise real estate in Spain and the disposal of a substantial holding in the Spanish company (i.e. if the seller held directly or indirectly, at any time during the year preceding the disposal, at least 25% of the shares of the company).

(iii) Shareholders Non-Resident in Portugal

Non-resident shareholders in Portugal are only taxable on Portuguese source income and capital gains. Since SACYR VALLEHERMOSO does not have its head office or its place of effective management in Portugal or a permanent establishment in Portugal to which the payment of income could be attributable, any dividends or gains arising are not taxable in Portugal.

5. TERMS AND CONDITIONS OF THE OFFER

5.1. Conditions, offer statistics, expected timetable and action required to subscribe for the New Shares

5.1.1. Conditions to which the issue is subject

The capital increase covered by this Securities Note is not subject to any conditions.

5.1.2. Total amount of the issue

The nominal amount of the capital increase agreed by the Board of Directors of SACYR VALLEHERMOSO at its meeting of 10 November 2010 using the authorisation granted at the General Meeting held on 30 June 2010 under item eight of the agenda is €89,184,845, carried out through the issuance of 89,184,845 shares each

Securities Note – Page 19 with a par value of one euro (€1), all of the same class and series as those currently outstanding. The New Shares will be issued at their par value of one euro (€1) plus an issue premium of three euros and fifty cents (€3.50) per share, giving an issue price of four euros and fifty cents (€4.50) per share (the “Subscription Price”), resulting in a total cash value of €401,331,802.50.

The resolutions adopted agreeing the capital increase expressly provides the possibility of incomplete subscription, in which case if the capital increase is not fully subscribed for within the established term, the Company's share capital will increase by the amount of subscriptions effectively made, all in accordance with article 311 of the Spanish Enterprise Act.

At the end of the expected timetable for the capital increase the Board of Directors of the Company or persons empowered by the Board of Directors shall determine the final amount of the capital increase and submit, as soon as possible, the related significant even filing with the CNMV.

If the capital increase is fully subscribed, SACYR VALLEHERMOSO’s share capital will amount to €394,152,216 and consist of 394,152,216 ordinary shares each with a par value of one euro (€1), all of the same class and series and fully paid up. As a result, in this case the New Shares will represent 22.627% of SACYR VALLEHERMOSO’s share capital after the capital increase.

The above notwithstanding, the Company has received, in writing, irrevocable and unconditional subscription commitments by shareholders and investors for an amount equal to the total amount of the capital increase, as indicated in section 5.2.2 below.

5.1.3. Time period for subscription for the capital increase and description of the application process

The Company has established a process for subscribing for the New Shares in three rounds (the “Pre-emptive Subscription Period”, the “Period for the Allotment of Additional Shares” and the “Discretionary Allotment Period”, respectively), under the terms and conditions described below.

A) Subscription process

(1) Pre-emptive Subscription Period (First Round)

(g) Allotment of pre-emptive subscription rights

As indicated in section 4.6 above, the resolution to increase capital recognises pre- emptive subscription rights to the Company’s shareholders as provided for in article 304 of the Spanish Enterprise Act.

Securities Note – Page 20 For the record, the Company holds 1,738,898 treasury shares. To determine the exchange ratio applicable for attributing pre-emptive subscription rights and in compliance with articles 134, 136.1 and 2, 137, 138 and 148 of the Spanish Enterprise Act, treasury shares held directly or indirectly have been not considered in calculating the proportion of five (5) New Shares for every (17) outstanding shares of the Company. Therefore, the rights corresponding to treasury shares are added to those of the rest of the shareholders.

(h) Transferability of pre-emptive subscription rights

(i) Time period during which pre-emptive subscription rights may be exercised

(j) Procedure for the exercise of pre-emptive subscription rights

Pre-emptive subscription rights not exercised will be automatically extinguished at the expiry of the Pre-emptive Subscription Period.

(k) Application for additional shares

To apply for Additional Shares, Shareholders of Record and/or Investors must have exercised all the pre-emptive subscription rights they had deposited at that time with

Securities Note – Page 21 the IBERCLEAR participating entity with which they intend to apply for Additional Shares and exercise these rights. Orders relating to the application for Additional Shares must be made for a specific number of shares and are not subject to a quantitative limit.

IBERCLEAR participating entities will be responsible for verifying that the Shareholders of Record and Investors applying for Additional Shares have previously exercised all the pre-emptive subscription rights they have deposited at that time with the participating entity in question.

Orders applying for Additional Shares will be deemed to be made on a firm, irrevocable and unconditional basis, even though they may not be met in their entirety.

(l) Notifications to the Agent

It is anticipated that the IBERCLEAR participating entities shall, during the Pre- emptive Subscription Period, give notice to the Agent on a daily basis, no later than 17:00 CET, by e-mail or otherwise by fax, of the total number of New Shares subscribed for in exercise of pre-emptive subscription rights and the total number of Additional Shares requested, in aggregate terms since the commencement of the Pre- emptive Subscription Period.

(2) Period for the Allotment of Additional Shares (Second Round)

Securities Note – Page 22 The Allotment of Additional Shares shall take place no later than the fourth business day following the end of the Pre-emptive Subscription Period. The Allotment of Additional Shares is expected to take place on 30 December 2010.

On that date, the Agent shall determine the number of Surplus Shares and allot them to Shareholders of Record or Investors who had duly applied for Additional Shares.

If the number of Additional Shares applied for were equal to or less than the number of Surplus Shares, these will be allotted to the applicants until their applications have been fully covered.

If the number of Additional Shares is greater than the number of Surplus Shares, the Agent shall allot the shares on a pro-rata basis under the terms set out below:

3. Surplus Shares will be allotted in proportion to the number of Additional Shares applied for by each Shareholder of Record or Investor. For such purpose, the number of Surplus Shares shall be divided by the total number of Additional Shares requested. In the event of fractions in the allotment, the amount will be rounded down to the next whole number of shares. The percentages used for this proportional allotment will be rounded by default down to eight decimal places (e.g. 0.000076787% would become 0.00007678%).

4. If, after the pro-rata allocation described above has been completed some Surplus Shares remain unallotted due to the rounding, these will be distributed one by one to subscribers in descending order of the size of their application for Additional Shares and, where if applications are for the same number of shares, in alphabetical order of the Shareholders of Record or Investors submitting these applications, starting with the first letter in the field “Name and Surname or Company Name” whatever its content, in the electronic files transmitted (or digital files submitted) by the participating entities beginning with the letter “A”.

The Surplus Shares allotted to those applying for Additional Shares shall be understood as having been subscribed for during the Period for the Allotment of Additional Shares.

In no circumstances will Shareholders of Record and Investors be allotted more shares than they applied for.

(3) Discretionary Allotment Period (Third Round)

If after the Second Round there were still unsubscribed New Shares, the Company may allot then discretionally. Such allotment shall be made among the

Securities Note – Page 23 entities indicated in point 2 of section 5.2.2 below that have assumed unconditional and irrevocable subscription commitments in accordance with the provisions of that section. The Company shall notify the definitive allotment of these shares to the Agent at the end of the Discretionary Allotment Period, which according to the expected timetable is 30 December 2010. It will also notify investors awarded shares the number of New Shares allotted to them during the Discretionary Allotment Period.

B) Early closure and incomplete subscription

C) Expected Timetable

The Company expects this process to take place according to the following expected timetable:

STEP ESTIMATED DATE Registration of the prospectus for the capital increase 7 December 2010 Publication of the announcement of the capital 9 December 2010 increase in the BORME and the Official Securities Market Listing Bulletin (Boletín Oficial de Cotización de las Bolsas de Valores) Commencement of Pre-emptive Subscription Period 10 December 2010 (First Round) and Application for Additional Shares End of the Pre-emptive Subscription Period (First 24 December 2010 Round) Period for the Allotment of Additional Shares (Second 30 December 2010 Round) Pro-rata allotment, if applicable, of Additional Shares 30 December 2010 Commencement of the Discretionary Allotment Period 30 December 2010 (Third Round) if applicable End of the Discretionary Allotment Period (Third 30 December 2010 Round) if applicable Payment o the New Shares 31 December 2010 Resolution to execute the capital increase / Significant 3 January 2011 event notification to the CNMV (final outcome of subscription) Capital increase raised to public deed 3 January 2011 Registration of the capital increase public deeds in the 3 January 2011 Register of Companies Assignment by IBERCLEAR of the register reference 3 January 2011 numbers for the New Shares

Securities Note – Page 24 STEP ESTIMATED DATE Admission to trading of the New Shares [5] January 2011

The Company drew up the preceding timetable based on the dates it considers most likely that each milestone included will occur. However, the deadlines indicated may not be met and the execution of the operations described may be delayed. Should this occur, the Company will notify this as soon as possible by way of a significant event filing with the CNMV.

5.1.4. Circumstances under which the capital increase may be revoked or suspended

There are no circumstances that could cause the capital increase covered in this Securities Note to be rejected or revoked other than those deriving from applicable legislation or the failure to comply with a judicial or government administrative ruling.

Without prejudice to the foregoing, should any of the events provided for in article 22 of Royal Decree 1310/2005, of 4 November, implementing the Securities Market Act in respect to the admission to trading of securities and public offerings, the Company must submit for approval by the CNMV a supplement to the prospectus. According to article 40.f) of this Royal Decree, after the publication of this supplement, a period begins during which subscription orders or applications for subscription made during the capital increase may be revoked. This period may last no fewer than two business days following publication of this supplement.

5.1.5. Description of the possibility to reduce subscriptions and the manner for refunding excess amounts paid by applicants

Pre-emptive subscription rights over the New Shares shall be exercised as described in section 5.1.3 above. As indicated in the preceding section, applications for the exercise of pre-emptive subscription rights are firms and irrevocable.

Only the Additional Shares are subject to pro-rata allotment, which if applicable will be notified within the term indicated during the Period for the Allotment of Additional Shares.

As explained in greater detail in section 5.1.8(A), the participating entities and the Company (with respect to unconditional and irrevocable subscriptions of third party investors who are not shareholders) may ask subscribers for a provision of (unremunerated) funds equivalent to the Subscription Price of the Shares. In any event, if the number of Additional Shares ultimately allotted to each applicant is less than the number of Additional Shares applied for or the unconditional and irrevocable commitment to subscribe for Discretionary Allotment Shares made by the applicant is not confirmed in full or in part by the Company, the participating entity or the Company must return to the applicant, free of any expenses or fees, the amount provided or the amount in excess of that not allotted pursuant to the procedures applying to these entities and within the terms indicated in section 5.1.8(A).

5.1.6. Details of the minimum and/or maximum amount of application

The maximum number of New Shares to be issued through the capital increase is 89,184,845.

Securities Note – Page 25 In the exercise of their pre-emptive subscription rights, Shareholders of Record (excluding treasury shares) and/or Investors may subscribe a maximum of five (5) New Shares for every 17 pre-emptive subscription rights, with one (1) pre-emptive subscription right corresponding to each existing Company share held.

Subscribers of New Shares who have made an application for Additional Shares may subscribe for Additional Shares under the terms provided in sections 5.1.3(A)(1) and 5.1.3(A)(2) above. The maximum number of Additional Shares these shareholders or investors may subscribe will depend on the number of Additional Shares applied for, the number of Surplus Shares and the rules for allotment of Surplus Shares described in section 5.1.3(A)(2) above.

5.1.7. Indication of the period during which an application may be withdrawn

Pre-emptive subscription applications are firm and irrevocable and, therefore, may not be withdrawn.

Orders applying for Additional Shares will be deemed to be made on a firm, irrevocable and unconditional basis, even though they may not be met in their entirety.

Commitments to subscribe for Discretionary Allotment Shares are also firm, unconditional and irrevocable.

5.1.8. Method and time limits for paying up the securities and for delivery of the securities

A) Payment

Full payment of the Subscription Price of each New Share, comprising the par value and the issue premium, shall be made as described below:

(1) New Shares subscribed in the Pre-emptive Subscription Period (First Round)

If any of the Participating Entities that notified the Agent of the exercise of pre- emptive subscription rights as provided for in section 5.1.3(A)(1) above do not pay the amounts corresponding to these subscriptions in full within the term established for this purpose, the Agent shall allot the New Shares to this Participating Entity, which must pay the amounts corresponding to these New Shares without the Agent or the Company incurring any liability whatsoever and without prejudice to the liability that the infringing Participating Entity may

Securities Note – Page 26 incur to the holders of the orders for subscription for New Shares timely placed with such participating entity.

(2) New Shares subscribed in the Period for Allotment of Additional Shares (Second Round)

The Subscription Price for each New Share subscribed for during the Period for Allotment of Additional Shares must be paid in full on the fifth business day following the end of the Pre-emptive Subscription Period (i.e. 31 December 2010 according to the expected timetable) through the participating entities with which the applications for subscription of Additional Shares were placed.

Notwithstanding the above, the participating entities may ask subscribers for a provision of funds the amount of the Subscription Price of the Additional Shares applied for at time of application as provided for in section 5.1.5 above. Nonetheless, if the number of Additional Shares ultimately allotted to each applicant is less than the number of Additional Shares applied for, the participating entity shall be obliged to return to the applicant, free of any expenses or fees, the amount corresponding to the funds provided or the excess in respect of which no Additional Shares were allotted, pursuant to the procedures applicable to such participating entities. If for reasons attributable to the Participating Entity there was a delay in the reimbursement of the related provision of funds, this Participating Entity must pay late-payment interest at the statutory rate (currently 4%), accrued from the date on which it should have made the reimbursement until the date the funds are effectively returned.

Securities Note – Page 27 If any of the participating entities that notified the Agent of the application for Additional Shares as provided for in section 5.1.3(A)(1)(f) above do not pay these applications in full within the term established for this purpose, the Agent shall allot the New Shares to this participating entity, which must pay the amounts corresponding to these New Shares without the Agent or the Company incurring any liability whatsoever and without prejudice to the liability that the infringing participating entity may incur to the holders of the orders for subscription for Additional Shares timely placed with such participating entity.

If any of the participating entities that paid the amounts corresponding to the New Shares within the established term do not notify the Agent of the list of subscribers as provided for in section 5.1.3(A)(1)(f) above, the Agent shall allot the New Shares paid in the name of this participating entity, without the Agent or the Company incurring any liability whatsoever and without prejudice to the liability that the infringing participating entity may incur to the holders of the orders for subscription for Additional Shares timely placed with such entity.

(3) New Shares subscribed in the Discretionary Allotment Period (Third Round)

The Subscription Price for each New Share allotted in the Discretionary Allotment Period must be paid in full by investors allotted the shares no later than 12:15 CET on 31 December 2010 into the Company’s account opened for this purpose at Santander Investment, S.A., with value date same day.

B) Delivery of the New Shares

Once the full amount of the shares subscribed has been paid as indicated in this Securities Note, the Company shall declare the capital increase to be closed and subscribed, and enact the corresponding deed of capital increase before a notary public, which shall then be submitted for registration in the Madrid Register of Companies.

After this registration (expected to take place on 3 January 2011), the duly registered deed for the capital increase shall be passed on to the CNMV, IBERCLEAR and the Madrid Stock Exchange, as the main stock exchange. The Company also undertakes to apply for admission to trading of the New Shares on the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges and on the Continuous Market. IBERCLEAR will assign the subscribers, through its respective participating entities, the corresponding register reference numbers of the New Shares subscribed.

The Agent shall notify IBERCLEAR, through the Madrid, Barcelona, Valencia and Bilbao Stock Exchanges, of the information regarding the applicants allotted shares, so that it can assign the register reference numbers in accordance with the information received from the participating entities.

Under normal circumstances, according to the expected timetable the deed of capital increase should be delivered and the capital increase executed on 3 January 2011. If so, the New Shares subscribed would be paid by the final subscribers allotted them and admitted to trading on 5 January 2011.

(a) for New Shares subscribed in the Pre-emptive Subscription Period, this would be at the time of subscription;

Securities Note – Page 28 (b) for New Shares subscribed in the Period for the Allotment of Additional Shares, this would be on the next business day after the end of the Period for the Allotment of Additional Shares (i.e. 31 December 2010 according to the expected timetable); and

However, it is placed on record that these dates and deadlines may not be met and, as a result, the execution of the operations described may be delayed.

Each subscriber of New Shares will be entitled to receive from the Participating Entity processing the subscription for New Shares a signed copy of the subscription order form with the contain required in article 309 of the Spanish Enterprise Act within one week from the time the subscription application is made. These subscription order forms will not be negotiable and will be valid until the register references are assigned to the New Shares, without prejudice to their validity for purposes of proof in case of any claims or incidents.

The New Shares shall be registered in IBERCLEAR’s central register once the capital increase has been recorded in the Madrid Register of Companies.

The same day that the increase is recorded in the IBERCLEAR central registry, all the participating entities will register the corresponding book-entries in their books in favour of the subscribers for the New Shares.

Holders of the New Shares will be entitled to obtain from the Participating Entities the corresponding certificates of ownership as provided for in Royal Decree 116/1992, of 14 February, on securities represented by book-entries and clearing and settlement of stock exchange transactions. Participating Entities shall issue such certificates before the end of the first business day following request by subscribers.

5.1.9. Description of the manner and date in which results of the offer are to be made public

The Company shall notify the market through a significant event notice:

(a) after the second business day prior to the end of the pre-emptive subscription period, indicating fulfilment of the unconditional and irrevocable subscription commitments by the Company’s shareholders indicated in section 5.2.2 below.

(b) after the Period for the Allotment of Additional Shares, the number of shares subscribed for in the Pre-emptive Subscription Period and, in the event of a Period for the Allotment of Additional Shares, the number of Additional Shares applied for, the pro-rata multiple used if applicable and the number of Additional Shares allotted if pro-rated, and whether there is a Discretionary Allotment Period; and

(c) after the Discretionary Allotment Period, if initiated, the result of the capital increase, detailing the number of New Shares subscribed in each of the period.

Securities Note – Page 29 5.1.10. The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised

Pre-emptive subscription rights will be transferable under the same terms as the shares to which they attach, in accordance with article 306.2 of the Spanish Enterprise Act. Therefore, the Pre-emptive Subscription Rights shall be freely negotiable on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through the Sistema de Interconexión Bursátil (the Continuous Market). It is impossible to anticipate the market’s valuation of these rights. The pre-emptive subscription rights of a capital increase in SACYR VALLEHERMOSO shall be traded in Portugal on the Euronext Lisbon between the fourth business day of the period established for the exercise thereof in Spain and the fourth business day prior to the end of the period of exercise thereof in Portugal, without prejudice to trading of the rights outside of the exchange. Thus, the pre-emptive subscription rights of the capital increase covered by this Securities Note shall only be traded in Portugal on the Euronext Lisbon between 15 December 2010 and 16 December 2010 as detailed in section 11 of this note, without prejudice to the trading thereof outside of the exchange.

Pre-emptive Subscription Rights not exercised will be extinguished automatically at the expiration of the Pre-emptive Subscription Period.

The underlying value of each pre-emptive subscription right shall be calculated taking the closing share price on the day before the commencement of the Pre-emptive Subscription Period as follows: UVR = (CP-SP)*NNS PNS+NNS Where:

UVR: underlying value of the right

CP: closing price of the share on the trading day before commencement of the Pre- emptive Subscription Period.

SP: subscription price, four euros and fifty euro cents (€4.50) for each New Share

PNS: number of shares prior to the capital increase, excluding treasury shares, three hundred and four million, nine hundred and sixty-seven thousand, three hundred and seventy-one (303,228,473).

NNS: new number of shares, eighty-nine million, one hundred and eighty-four thousand, eight hundred and forty-five (89,184,845).

Taking the market price of the Company’s shares at 2 December 2010, that is 4,319 euros per share (last price available before the date of approval and registration of this Securities Note), the underlying value of each pre-emptive subscription right would be negative.

In any event, as stated above, the pre-emptive subscription rights will be freely negotiable and the value that the market will attribute to them cannot be anticipated.

Securities Note – Page 30 5.2. Plan of distribution and allotment

5.2.1. Categories of potential investors to which the securities are offered

The capital increase is aimed at Company shareholders (excluding treasury shares) appearing on record in the book-entries of Iberclear and its participating entities as at 23:59 CET on the day before commencement of the Pre-emptive Subscription Period and at any investor acquiring the related pre-emptive subscription rights and, in the event of unsubscribed Surplus Shares after the end of the Period for the Allotment of Additional Shares, at investors making an unconditional and irrevocable commitment in writing to the Company to subscribe for New Shares as described in point 2 of section 5.2.2 below.

5.2.2. Major shareholders or members of the issuer’s management, supervisory or administrative bodies intended to subscribe in the offer

1 The shareholders below have given their express, unconditional and irrevocable commitment to the Company to subscribe, directly or indirectly through entities they control, in the first or second or third round, as appropriate, and pay for a total of 51,699,455 New Shares for a cash value of €232,647,547.50, broken down as follows: No. of New No. of New % capital after Cash Proceeds Shareholder Shares (1st Shares (2nd or the capital (€) round) 3rd round) increase Mariano Roca 83.522 0 375,849.00 0.093% Salvador Gil 205.555 0 924,997.50 0.278% Marloja Inversiones, S.L. 264.705 624.184** 4,000,000.50 0.454% Cymofag, S.L. 1.111.112 0 5,000,004.00 6.203% Corporación Caixa Galicia 2.681.919 0 12,068,635.50 2.994% Caixanova 3.552.013 0 15,984,058.50 3.965% Prilomi, S.L. 4.508.040 0 20,286,180.00 5.032% Actividades Inmobiliarias y 189.844 9.686.420*** Agrícolas, S.A. 44,443,188.00 7.196% Disa Corporación Petrolífera, S.A. 6.043.893 0 27,197,518.50 6.747% Prilou, S.L.* 6.603.071 0 29,713,819.50 8.232% Participaciones Agrupadas, S.L. 7.175.022 0 32,287,599.00 8.010% Austral B.V. 8.970.155 0 40,365,697.50 10.014% TOTAL 46.636.899 5.062.556 232,647,547.50 65.166% * Prilou, S.L.’s direct and indirect commitment amounts to a total of 11,111,111 New Shares ***On third round. *** Actividades Inmobiliarias and Agrícolas, S.A. signed a contract with Rimefor Nuevo Milenio, S.L. para la adquisición de 14.434.989 derechos de suscripción preferente. 1 Control by D. Manuel Manrique Cecilia. 2 Control by D. José Manuel Loureda Mantiñán 3 Control by D. Luis Fernando del Rivero Asensio 4 Control by D. Juan Abelló Gallo 2 In addition, if the capital increase is not fully subscribed in the first or second rounds, the third parties listed below, who are not currently Company shareholders,

Securities Note – Page 31 have given their express, unconditional and irrevocable commitment to the Company to subscribe, directly or indirectly through entities they control, and pay for a total of 37,485,390 New Shares for a cash value of €168,684,255.00, broken down as follows:

% of capital after Inversor No. of New Shares Cash Proceeds (€) the capital increase* Nor Inver, S.A. 2,222,223 10,000,003.50 0.56% Beta Asociados, S.L 15,555,556 70,000,002.00 3.95% Grupo Corporativo 19,707,611 88,684,249.50 Fuertes, S.L. 5.00% Total 37,485,390 168,684,255.00 9.51% *Assuming these investors are allotted the total number of shares they have irrevocably committed to subscribe and that they do not acquire additional shares or pre-emptive subscription rights over shares of the Company.

1 Control by D. José Moreno Carretero.

2 In accordance with the company information, Grupo Corporativo Fuertes, S.L. does not have any controlling shareholder.

5.2.3. Pre-allotment disclosure

Not applicable.

For the conditions for the closing of the issue, as well as the date on which the issue may be closed at the earliest, see section 5.1.3 above.

5.2.4. Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made

See section 5.1.3 above.

The admission to trading of the New Shares shall be carried out as indicated in section 6.1 below of this Securities Note.

5.2.5. Over-allotment and ‘green shoe’

Not applicable.

5.3. Pricing

5.3.1. Indication of the price at which the securities will be offered

The issue price of the New Shares is four euros and fifty euro cents (€4.50) per share, with one euro (€1.00) corresponding to the par value of the shares and the remainder, i.e. three euros and fifty euro cents (€3.50), to the issue premium.

The issue of the New Shares will be free of expenses and fees for subscribers, who will not be liable for payment of either item. However, IBERCLEAR participating entities or other major intermediaries may freely establish, pursuant to applicable legislation, chargeable fees and commissions for administration of the securities or

Securities Note – Page 32 keeping them in their accounting books in accordance with the CNMV’s and Bank of Spain’s respective brochures of fees and commission charges.

In addition, Participating Entities placing the subscription may establish, under current legislation, chargeable fees and commissions for processing share subscription orders and the purchase and sale of pre-emptive subscription rights.

5.3.2. Process for the disclosure of the offer price

The issue price of the New Shares was agreed by the Company's Board of Directors at four euros and fifty euro cents (€4.50) per share.

5.3.3. Restriction or withdrawal of pre-emptive purchase rights

This is not applicable as pre-emptive subscription rights to the New Shares covered by the capital increase have been recognised for the Company’s shareholders.

5.3.4. Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire

Members of the Company’s Board of Directors or the management of supervisory bodies, or senior management of the Company or affiliated persons, if any, who subscribe for New Shares will do so at the Subscription Price.

5.4. Placing and Underwriting

5.4.1. Name and address of the co-ordinator(s) of the global offer

Not applicable.

5.4.2. Name and address of any paying agents and depository agents in each country

SACYR VALLEHERMOSO has appointed Santander Investment, S.A., with offices at Av. De Cantabria s/n, Ciudad Grupo Santander, 28660 Boadilla del Monte (Madrid) y C.I.F. A08161507,, as agent for the capital increase and issue of the New Shares. Accordingly, the Shareholders of Record and Investors shall deposit, through the corresponding participating entity, their payments in an account at that entity and will receive from it the shares of SACYR VALLEHERMOSO that correspond to them.

5.4.3. Name and address of the underwriters and details of entities placing the issue

See section 5.2.2 above.

5.4.4. Underwriting agreement

See section 5.4.3 above.

Securities Note – Page 33 6. ADMISSION TO TRADING AND DEALING ARRANGEMENTS

6.1. Indication as to whether the securities offered are or will be the object of an application for admission to trading

SACYR VALLEHERMOSO will apply for admission to trading of the New Shares of the Company issued on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and their inclusion in the Spanish continuous market (SIBE), and on Euronext Lisbon.

At the General Meeting of 30 June 2010, under item 8 of the agenda, the shareholders resolved inter alia and regarding the New Shares, to carry out the necessary formalities to ensure that the shares issued by the Company under this power are listed for trading on official or unofficial, organized or over-the-counter Spanish or foreign secondary markets, thereby authorizing the Board of Directors to act accordingly to list the instruments before the competent authorities and bodies of the various Spanish and international securities markets.

Shareholders at that meeting also resolved to authorise the Board of Directors of the Company to apply for admission to trading of the New Shares on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and through the SIBE, and Euronext Lisbon.

Pursuant to this authorisation, the Board of Directors, at its meeting of 10 November 2010, resolved to apply for admission to trading of all the New Shares of SACYR VALLEHERMOSO on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and on the Sistema de Interconexión Bursátil (Continuous Market), and Euronext Lisbon.

Once the capital increase has been registered in the Madrid Register of Companies, an authorised copy or notary’s certificate for the registration in IBERCLEAR has been presented and the New Shares have been recorded in the book-entry records of IBERCLEAR and its participating entities, the steps will be taken to admit the New Shares to trading on the aforementioned stock exchanges.

SACYR VALLEHERMOSO undertakes to carry out all the necessary formalities to ensure that all of the New Shares issued are admitted for trading as soon as possible and, at least within a period of ten business days from the granting of the deed for the capital increase.

If the admission to trading does not occur within this period, SACYR VALLEHERMOSO undertakes to publish the reason immediately in the Trading Bulletins of the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and in one of the newspapers with the broadest circulation in Madrid, as well to notify such circumstance to the CNMV, without prejudice to any liability the Company may incur.

It is stated for the record that SACYR VALLEHERMOSO is aware of and undertakes to comply with the requirements and conditions governing the admission to trading, continued trading and exclusion from trading of the securities on the aforementioned secondary markets under prevailing legislation and the requirements of its regulatory bodies.

Securities Note – Page 34 6.2. Regulated markets or equivalent markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading

SACYR VALLEHERMOSO’s shares are admitted to trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and the SIBE, as well on Euronext Lisbon.

6.3. Subscriptions or private placements of securities of the same class or the creation of securities of other classes for public or private placing

Not applicable.

6.4. Entities providing liquidity

There are no entities with firm commitments to act as intermediaries in secondary trading, providing liquidity through bid and offer rates.

6.5. Stabilization

Not applicable.

7. SELLING SECURITIES HOLDERS

Not applicable as the shares covered in this Securities Note are newly issued shares of SACYR VALLEHERMOSO to be subscribed by the Company itself.

The Company is not aware of any lock-up agreements on the Company’s shares.

8. EXPENSE OF THE ISSUE

The estimated expenses of the capital increase are those described below. They are provided for information purposes only given the difficulty specifying the definitive amount as at the date of preparation of this Securities Note:

Expense Euros Capital transfer tax and stamp duty (corporate actions) 4.013.318,03 Legal expenses (Register of Companies and notary) 10.000,00 Stock exchanges 90.344,85 CNMV fees for verification of the prospectus 12.485,88 CNMV fees for verification of admission to trading 2.675,54 IBERCLEAR 12.039,95 TOTAL 4.140.864,25 These expense represent approximately 1.03% of the cash value (nominal plus issue premium) of the issue.

9. DILUTION

9.1. The amount and percentage of immediate dilution resulting from the offer

As indicated in this Securities Note, the Company’s shareholders have pre-emptive subscription rights over the New Shares to be issued. Therefore, if they exercise this pre- emptive subscription right, there will be no dilution of their ownership interest in the Company’s share capital.

Securities Note – Page 35 9.2. In the case of a subscription offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer

If none of the Company’s existing shareholders subscribe New Shares in the proportion to which they are entitled through pre-emptive subscription rights, and assuming the New Shares are fully subscribed by third parties and that the maximum number of these New Shares are issued, the holdings of the Company’s existing shareholders would represent 77.373% of the total number of shares of the Company after the capital increase, which would imply a dilution of 22.627% of share capital prior to the capital increase.

The above notwithstanding, it is duly noted that in accordance with section 5.2.2 above, Mariano Roca, Salvador Gil, Marloja Inversiones, S.L., Cymofag, S.L., Corporación Caixa Galicia, Caixanova, Prilomi, S.L., Actividades Inmobiliarias y Agrícolas, S.A., Disa Corporación Petrolífera, S.A., Prilou, S.L., Participaciones Agrupadas, S.L. and Austral B.V. have undertaken to subscribe and pay in, no later than the last day of the Pre-emptive Subscription Period, the New Shares that correspond to them in the exercise of their pre-emptive subscription rights within the scope of the capital increase.

10. ADDITIONAL INFORMATION

10.1. Statement of the capacity in which the advisers have acted

J&A Garrigues, S.L.P. and Garrigues Portugal have provided legal advice to the Company.

10.2. Indication of other information in the Securities Note which has been audited or reviewed by the statutory auditors

Ernst & Young, s.l., with registered office at Plaza Pablo Ruiz Picasso s/n (Torre Picasso), Madrid, tax identification (N.I.F.) number B-78970506, registered in the Official Auditors’ Register (R.O.A.C.) under number S0530 and the Madrid Register of Companies under volume 19,073, folio 156, section 8, sheet 23,123 has audited the Company’s individual and consolidated financial statements for the years ended 31 December 2007, 2008 and 2009 and issued unqualified audit reports.

10.3. Independent expert reports

Not applicable.

10.4. Information sourced from a third party

Not applicable. 11. ASPECTS RELATING TO THE OFFER IN PORTUGAL 11.1. Information regarding the New Shares

Since SACYR VALLEHERMOSO’s shares are admitted to trading on Euronext Lisbon, the regulated market managed by Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A. (“Euronext”), these shares are registered in a “special issue account” (opened by Banco Espírito Santo de Investimento, S.A. “BESI”), acting as liaison intermediary, pursuant to an agreement entered into with SACYR VALLEHERMOSO) held with the Central de Valores Mobiliários (“CVM”), managed by Interbolsa - Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados

Securities Note – Page 36 de Valores Mobiliários, S.A. (“Interbolsa”), domiciled in Oporto, Avenida da Boavista, 3433 (4100-138 Porto - Portugal).

This account is aimed at ensuring that there is always an exact correspondence, in accordance with Portuguese law, between SACYR VALLEHERMOSO’s shares registered in such “special issue account” and those shares blocked in SACYR VALLEHERMOSO, for the purposes of their circulation in Portugal.

Portuguese Law establishes a set of procedures for the transfer of the SACYR VALLEHERMOSO’s shares from/into Portugal, notably for the purposes of their trading on Euronext Lisbon.

Accordingly, in order to trade in Portugal SACYR VALLEHERMOSO’s shares circulating in Spain, the following procedures must be adopted:

(i) The holder of the shares shall contact his custodian in Spain, giving the appropriate instructions for the transfer of the relevant shares to the account held by BESI with Banco Espírito Santo de Investimento, S.A., Sucursal en España for the purposes of their circulation in Portugal. At the same time, the Spanish custodian must inform Banco Espírito Santo de Investimento, S.A., Sucursal en España of the financial intermediary participant of Portuguese central securities system in which account the relevant shares must be credited (i.e. the CVM), for the purposes of their trading on Euronext Lisbon.

(ii) Banco Espírito Santo de Investimento, S.A., Sucursal en España must block the shares and inform BESI of that as well as of the financial intermediary participant of Portuguese central securities system in which account the relevant shares must be credited. BESI must pass that information to Interbolsa so as to permit that the shares that are to be registered in the “special issue account” held by BESI with CVM, for the purposes of their trading on Euronext Lisbon.

(iii) Interbolsa will credit the shares in the account of the financial intermediary participant in the CVM, who may as from that moment, give orders for the sale of the shares.

In order to trade in Portugal SACYR VALLEHERMOSO’s shares circulating in Portugal, the following procedures must be adopted:

(i) The holder of the shares circulating in Portugal shall contact its custodian in Portugal, giving it the appropriate instructions to transfer the shares, with immediate effects, to the default account held by BESI with CVM, giving prior notice thereof to BESI and indicating the Spanish custodian to which the holder intends the shares to be transferred and other transfer instructions.

(ii) BESI will inform Interbolsa of the number of shares that shall be debited.

(iii) Upon confirming that Interbolsa has debited the amount of shares referred in its default account, BESI shall inform Banco Espírito Santo de Investimento, S.A., Sucursal en España of the number of shares that shall no longer be blocked for circulation in Portugal, in the account held by BESI, and the details of the Spanish custodian to where such shares shall be transferred.

Securities Note – Page 37 11.2. Description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights

BESI will act as paying agent in relation to the exercise of economic rights concerning the New Shares under the terms of the agreement entered into with SACYR VALLEHERMOSO.

This notwithstanding, the CVM will participate, within its functions, in all procedures concerning the exercise of rights, notably in the payment of dividends.

(A) Rights to dividends

- Fixed date(s) on which the entitlement to the dividend arises

Dividends will be paid in Portugal three business days after the payment date in Spain, in order to allow the settlement of all transactions executed on Euronext Lisbon until the last business day before payment date in Spain, which will be the last day that the shares will be traded with dividend rights on Euronext Lisbon.

Since payment date in Spain (inclusive) and in the two subsequent business days, the shares will be traded ex-dividend rights on Euronext Lisbon. During that period, it will not be possible to transfer shares into / from Portugal.

(B) Pre-emptive subscription rights in the offers for subscription of securities of the same class

Trading of SACYR VALLEHERMOSO’s shares and of the pre-emptive subscription rights in the issuance of new shares will be subject to the following procedures in Portugal:

- The rights will be detached from the shares three business days after the commencement of the exercise / allotment period in Spain, in order to allow the settlement of all transactions executed on Euronext Lisbon until the last business day before the first day of the exercise / allotment period in Spain, which will be the last day that the shares will be traded with rights on Euronext Lisbon.

- On the first day of the exercise period in Spain and in the two subsequent business days (inclusive), the shares will be traded ex-rights on Euronext Lisbon. However, the rights will not yet be tradable during this period.

- The rights will be admitted to trading on Euronext Lisbon on the third business day after the first day of exercise / allotment period in Spain.

- The trading on the stock exchange of pre-emptive subscription rights in the issuance of new shares ends on the fourth business day prior to the end of the applicable exercise period. In other words, the pre-emptive subscription rights of the capital increase covered by this Securities Note shall only be traded in Portugal on the Euronext Lisbon during two business days.

Securities Note – Page 38 11.3. Authorisations and approvals by virtue of which the securities have been or will be created and/or issued

The admission to listing of the New Shares on Euronext Lisbon is subject to approval by Euronext, pursuant to the Portuguese Securities Code (Código dos Valores Mobiliários) and the provisions further developing such Code, in particular the securities market rules approved by Euronext.

The decision for admission to listing, issued by Euronext Lisbon, does not involve any guarantee concerning the contents of the information, the economic and financial situation of the issuer, its viability and the quality of the securities admitted to trading, pursuant to article 234, number 2, of the Portuguese Securities Code (Código dos Valores Mobiliários).

11.4. Terms and conditions of the capital increase

Please refer to provisions of section 5 of the Securities Note above for any term and condition of the capital increase which is not expressly provided for in this section.

11.4.1. Subscription period of the capital increase and description of the process

SACYR VALLEHERMOSO has established a subscription process to subscribe the New Shares in three phases (respectively, “Pre-emptive Subscription Period”, “Period for the Allotment of Additional Shares” and “Discretionary Allocation Period”), on the following way and periods.

A) Subscription process

(1) Pre-emptive Subscription Period

(a) Allotment of pre-emptive subscription rights

As indicated in section 4.5 above, the resolution to increase capital recognises pre-emptive subscription rights to the Company’s shareholders as provided for in article 304 of the Spanish Enterprise Act.

Pre-emptive subscription rights in respect of the New Shares will be granted, in Portugal, to the shareholders of SACYR VALLEHERMOSO that have shareholder status as shown by the book-entry records maintained by Interbolsa at 11:59 p.m. (Lisbon time) on the third business day following the commencement of the Pre-emptive Subscription Period in Spain. It is expected that the allocation of pre-emptive subscription rights will take place on the Interbolsa overnight process on 15 December 2010.

The shares of SACYR VALLEHERMOSO transferred in Euronext Lisbon through 9 December 2010, inclusive, will confer the right to participate in the capital increase.

(b) Transferability of rights.

Pre-emptive subscription rights will be transferable under the same terms as the shares to which they attach, in accordance with article 306.2 of the Spanish Enterprise Act, and they will be tradable on Euronext Lisbon as set forth in section 11.4.3 below. The Shareholders of Record who have not transferred all of their pre-emptive subscription rights may exercise their pre-emptive subscription rights during the Pre-emptive

Securities Note – Page 39 Subscription Period. Furthermore, during the pre-emptive subscription period, other Investors apart from the Shareholders of Record may acquire pre-emptive subscription rights in the market that are sufficient and in the proportion required to subscribe for New Shares and to subscribe for the corresponding New Shares.

In Portugal, the Pre-emptive Subscription Period will last for eight (8) calendar days commencing on the third business day following the commencement of the Pre-emptive Subscription Period in Spain. The Pre-emptive Subscription Period in Portugal is expected to commence on 15 December 2010 and to end on 22 December 2010.

(d) Procedure for exercise.

In order to exercise the pre-emptive subscription rights, the Shareholders of Record and/or Investors that have acquired pre-emptive subscription rights for subscription of the New Shares and are thus holders thereof must contact the financial intermediary in whose book-entry registry their pre-emptive subscription rights are registered (which, in the case of Shareholders of Record, will be the entity with which they have deposited the shares carrying such rights), stating their intent to exercise their pre-emptive subscription rights.

All orders placed relating to the exercise of pre-emptive subscription rights will be deemed made on a firm, irrevocable and unconditional basis and shall carry with them the subscription of the New Shares referred to therein.

Pre-emptive subscription rights not exercised will be automatically extinguished at the expiry of the Pre-emptive Subscription Period.

(e) Application for additional shares

During the pre-emptive subscription period, Shareholders of Record and Investors may, at the time of exercising their pre-emptive subscription rights, in addition and on an unconditional and irrevocable basis, request to subscribe for Additional Shares in contemplation of the possibility that, at the expiration of the pre-emptive subscription period, there are Surplus Shares and, therefore, the total amount of this capital increase has not been covered.

In order to request Additional Shares, the Shareholders of Record and/or the Investors must have exercised all of the pre-emptive subscription rights deposited in the financial intermediary in which they exercise such rights. Orders relating to a request for Additional Shares must be made for a particular amount and there is no limit on the number of Additional Shares that a Shareholder of Record or Investor may request.

For the purposes hereof, the financial intermediaries shall be responsible for verifying that the Shareholders of Record and the Investors requesting Additional Shares have exercised all of the pre-emptive subscription rights of which the financial intermediaries are aware that belong to them.

Orders relating to a request for Additional Shares will be deemed made on a firm, irrevocable and unconditional basis, even though they may not be met in their entirety.

Securities Note – Page 40 The Shareholders of Record and/or Investors will in no event receive more shares than requested by them. The allocation of Additional Shares is subject to the existence of Surplus Shares after the exercise of pre-emptive subscription rights.

(f) Communications from the financial intermediaries to Interbolsa and to BESI

The financial intermediaries shall pass on the subscription orders to Interbolsa in accordance with the usual processing system for subscription orders in capital increases with pre-emptive subscription rights, no later than 7 p.m. Lisbon time (8 p.m. Madrid time) on the last day of the Pre- emptive Subscription Period (i.e. 22 December 2010).

In addition, the financial intermediaries shall, during the Pre-emptive Subscription Period, give BESI daily notice of the total number of New Shares subscribed for in exercise of pre-emptive subscription rights since the commencement of the Pre-emptive Subscription Period.

(2) Period for the Allotment of Additional Shares

In the event that, at the expiration of the Pre-emptive Subscription Period, there are Surplus Shares, a process for the Allotment of Additional Shares will be commenced in the course of which Surplus Shares will be allotted among the Shareholders of Record and the Investors who have requested the subscription of Additional Shares.

The Allotment of Additional Shares is expected to take place on 30 December 2010. On such date, the Agent will determine the number of Surplus Shares and will allot them to the Shareholders of Record and/or Investors that have requested the allotment of Additional Shares in accordance with the provisions of paragraph (2) section 5.1.3 above. If the number of New Shares requested is higher than the Surplus Shares, the Agent will apply a pro-rata procedure in accordance with the rules set forth in section 5.1.3,

The Surplus Shares allotted to the parties applying for Additional Shares shall be deemed subscribed for during the Period for the Allotment of Additional Shares.

(3) Discretionary Allocation Period

Please refer to paragraph (3) Section 5.1.3 above.

B) Expected timetable for the capital increase

Below is the expected timetable for the capital increase, which process is described in greater detail above: Expected timetable for the capital increase in Portugal

STEP ESTIMATED DATE Approval and registration of the Share Securities Note by 7 December 2010 the CNMV Publication of the announcement in the Official Bulletin 9 December 2010 of the Commercial Registry Publication of the announcement of the capital increase in Until 9 December 2010 Portugal and the Share Securities Note on the CNMV website

Securities Note – Page 41 STEP ESTIMATED DATE Last day that the SACYR VALLEHERMOSO’s shares 9 December 2010 will be traded with pre-emptive subscription rights on Euronext Lisbon Commencement of the period for ex-rights trading of the 10 December 2010 SACYR VALLEHERMOSO’s shares on Euronext Lisbon Commencement of Pre-emptive Subscription Period in 15 December 2010 Portugal Trading of Pre-emptive Subscription Rights commences 15 December 2010 on Euronext Lisbon

Trading of Pre-emptive Subscription Rights ceases on 16 December 2010 Euronext Lisbon

End of the Pre-emptive Subscription Period and of the 22 December 2010 period for requesting Additional Shares

Period for the Allotment of Additional Shares 30 December 2010 Pro-rata allotment, if applicable, of Additional Shares 30 December 2010 Payment for the New Shares subscribed in Portugal in 31 December 2010 the Pre-emptive Subscription Period Payment for shares subscribed during the Period for 31 December 2010 Allotment of Additional Shares in Portugal Execution of the notarial instrument 3 January 2011 Registration of the capital increase in the Register of 3 January 2011 Companies Assignment by IBERCLEAR of the register reference 3 January 2011 numbers for the New Shares subscribed for Assignment by Interbolsa of the registration references 3 January 2011 for the New Shares subscribed for Listing of the New Shares on Euronext Lisbon 5 January 2011 commences

It is stated for record purposes that the aforementioned periods might not be observed and, therefore, the conduct of the actions described above might be delayed, which, if such is the case, will be reported by SACYR VALLEHERMOSO as a significant event.

11.4.2. Method and time limits for paying up the securities and for delivery of the securities

(A) Payment of the shares

(1) New Shares subscribed in the Pre-emptive Subscription Period

Securities Note – Page 42 Full payment of the Subscription Price of each New Share subscribed for in the Pre- emptive Subscription Period must be made by the subscribers in cash upon subscription of the New Shares during the Pre-emptive Subscription Period (i.e., at the time of making the subscription order) and through the financial intermediaries through which they have placed their subscription orders.

Financial settlement with the Bank of Portugal of the New Shares subscribed in the Pre- emptive Subscription Period shall be carried out on 31 December 2010.

(2) New Shares subscribed in the Period for Allotment of Additional Shares (Second Round)

Full payment by the subscribers of the Subscription Price of each New Share subscribed in the Period for the Allotment of Additional Shares shall be made in cash at the same time of subscription of New Shares in the Pre-emptive Subscription Period (i.e. at the time subscription for Additional Shares is requested) and through the financial intermediaries through which they have placed their subscription orders.

Financial settlement with the Bank of Portugal of the New Shares subscribed in the Period for the Allotment of Additional Shares shall be carried out on 31 December 2010.

(B) Delivery of the shares

The New Shares shall be recorded in Iberclear’s central registry after the capital increase has been registered with the Commercial Registry. On the same day of registration with the central registry maintained by Iberclear, BESI shall inform Interbolsa in order to make the corresponding entries in their book-entry registries in favour of the investors that have subscribed for New Shares.

11.4.3. The procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised

Pre-emptive subscription rights will be transferable under the same terms as the shares to which they attach, in accordance with article 306.2 of the Spanish Enterprise Act. The trading on the stock exchange of pre-emptive subscription rights in the issuance of new shares ends on the fourth business day prior to the end of the applicable exercise period in Portugal. Thus, the pre-emptive subscription rights will be tradable on Euronext Lisbon between 15 December 2010 and 16 December 2010, without prejudice to the possibility of the trading thereof outside of the regulated exchange. The pre-emptive subscription rights not exercised will be extinguished automatically at the expiration of the Pre- emptive Subscription Period.

11.5. Pricing

SACYR VALLEHERMOSO will not pass any expenses through to the subscribers for the New Shares. The investors that participate in the capital increase will not bear any expenses in connection with the first registration of the New Shares with the book-entry registries maintained by Interbolsa. However, the financial intermediaries that maintain accounts of the holders of SACYR VALLEHERMOSO shares may establish, pursuant to applicable law, such pass-through management fees and expenses as they determine at their own discretion, arising from maintenance of the securities in the book-entry registries. In addition, the financial intermediaries through which the subscription shall be

Securities Note – Page 43 made may, in accordance with applicable legislation, establish fees and pass-through expenses for processing orders for the subscription of securities and the purchase and sale of pre-emptive subscription rights that they freely determine.

The foregoing shall be deemed to be without prejudice to the specifics that may be applicable in other jurisdictions under the provisions of their respective legal systems.

11.6. Name and address of any paying agent and of the deposit agents in Portugal

Banco Espírito Santo de Investimento, S.A., with its registered office at Rua Alexandre Herculano, 38 – Edifício Quartzo 1269-161 Lisbom - Portugal and with Tax Identification Number 501385932, acts as Agent in Portugal.

11.7. Admission to trading and dealing arrangements

SACYR VALLEHERMOSO believes that, except for unanticipated circumstances, the New Shares will be admitted to trading on the Euronext Lisbon no later than [the day after the date on which the New Shares are expected to start trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, as set forth in section.6.1 above.]

11.8. Representative for relations with the market

The representative of SACYR VALLEHERMOSO for the liaison with the market in Portugal is:

Name: Carmen Guijarro Castillo Address: Paseo de la Castellana, 82-85 Madrid Telephone: 902 19 63 60 E-mail: [email protected]

Madrid, 3 December 2010

SACYR VALLEHERMOSO, S.A. Acting as attorney

______Vicente Benedito Francés

Securities Note – Page 44 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

IV.- REGISTRATION DOCUMENT

ANNEX I OF COMMISSION REGULATION (EC) NO 809/2004

1. PERSONS RESPONSIBLE

1.1. Persons responsible

Mr Vicente Benedito Francés, of legal age and Spanish nationality, with registered address at Paseo de la Castellana 83-85, 28046 Madrid, holding national identity card (DNI) number 18,158,860-S, for and on behalf of SACYR VALLEHERMOSO, S.A., with registered address at Paseo de la Castellana 83-85, 28046 Madrid (“SACYR VALLEHERMOSO” or the “Company”), in his capacity as Secretary of the Board of Directors, by virtue of the powers conferred by the Company’s Board of Directors pursuant to the resolution adopted at its meeting held on 10 November 2010, assumes responsibility for the information contained in this securities registration document (the “Registration Document”).

1.2. Declaration by persons responsible

Mr Vicente Benedito Francés, in the name and on behalf of the Company, having taken all reasonable care to ensure that such is the case, declares that the information set forth in this Registration Document is, to the best of his knowledge, in accordance with the facts and contains no omission likely to affect its import.

Registration Document- Section 1 - Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

2. STATUTORY AUDITORS

2.1. Name and address of auditors of the financial statements

The individual and consolidated annual financial statements and management reports of SACYR VALLEHERMOSO for 2009, 2008 and 2007 were audited by the external audit firm ERNST & YOUNG, S.L., with registered offices at Plaza Pablo Ruiz Picasso s/n (Torre Picasso), Madrid, and entered in the Spanish Official Register of Auditors under number SO530.

The audit reports concerning the individual and consolidated annual financial statements of SACYR VALLEHERMOSO for 2009, 2008 and 2007 contained no qualifications and have been placed on file at the CNMV, the Spanish securities market regulator.

2.2. Resignation or removal of the auditors of the financial statements

The auditors have neither resigned nor been removed from their functions by SACYR VALLEHERMOSO during the period covered by the historical financial information.

The audit reports concerning the individual and consolidated annual financial statements of SACYR VALLEHERMOSO for 2010, 2011 and 2012 will be audited by the external audit firm ERNST & YOUNG, S.L., with corporate tax identification number B- 78970506, as per the resolution passed at the General Shareholders’ Meeting held on 30 June 2010.

Registration Document - Section 2 - Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

3. SELECTED FINANCIAL INFORMATION

3.1. Selected historical financial information regarding the issuer

Key figures summarising the consolidated financial condition of the SyV Group at the end of 2009, 2008 and 2007 (in thousands of euros) are as follows:

€ thousand 2009** 2009 2008 2007* % Chg 09/08 % Chg 08/07

Registration Document – Section 3 - Page 1 3.2. Historical financial information for interim periods

Key figures summarising the consolidated financial condition of the SyV Group at 30 September 2010 (in thousands of euros) are as follows:

€ thousand 30/09/10 30/09/09* % Chg

Basic earnings per share 0,36 1,54 (76,5%) Diluted earnings per share (adjusted) 0,36 1,54 (76,6%) Number of shares outstanding (at year-end) (thousands of shares) 304.967 304.967 0,0%

* Restated for the adoption of IFRIC 12 so that data as at 30 September 2009 is comparable with that as at 30 September 2010 and 31 December 2010, if applicable, as described in section 20 below.

3.3. Key financial ratios

* Pro forma ** Restated

Registration Document – Section 3 - Page 2 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

4. RISK FACTORS

See section II. RISK FACTORS.

Registration Document - Section 4 – Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

5. INFORMATION ABOUT THE ISSUER

5.1. History and development of the issuer

5.1.1. Legal and commercial name of the issuer

The Company’s legal name is SACYR VALLEHERMOSO, S.A. The SyV Group owns the “Vallehermoso,” “Sacyr,” “Grupo SyV” [SyV Group] and “Grupo Sacyr” [Sacyr Group] Community Trade Marks.

5.1.2. Place of registration and registration number

The Company is entered in the Madrid Register of Companies under volume 1,884, sheet 197, section 8, page M-33,841. The Company’s corporate tax identification number is A- 28,013,811.

5.1.3. Date of incorporation and length of life of the issuer, except where indefinite

SACYR VALLEHERMOSO was incorporated, for an indefinite period, under the name “Compañía Madrileña de Contratación y Transportes, S.A.,” in a public deed signed on 5 July 1921 before the Madrid notary Anastasio Herrero Muro, under number 1,234 of his notary record. The Company began carrying out its activities on that same day.

By virtue of a public deed signed on 29 January 1953 before the Madrid notary José Luis Díez Pastor under number 137 of his protocol, the Company changed its name to Vallehermoso, S.A. By virtue of the resolution adopted at the General Shareholders’ Meeting held on 7 June 1991, the Company adapted its articles of association to comply with the Spanish Companies Act.

Lastly, by virtue of the public deed of merger by absorption of Grupo Sacyr, S.A., signed on 30 May 2003 before the Madrid notary José Aristónico García Sánchez under number 1,230 of his protocol, the Company adopted its current name.

5.1.4. Domicile, applicable legislation, country of incorporation, and address and telephone number of the issuer’s registered offices

SACYR VALLEHERMOSO is a Spanish company with registered offices at Paseo de la Castellana 83-85, 28046, Madrid, and subject to Spanish legislation. No other special legislation is applicable to the activities carried out by SACYR VALLEHERMOSO.

The Company’s shareholders’ and investors’ hotline telephone number is 902-196-360.

5.1.5. Important events in the development of issuer’s business

The SyV Group (SyV), with the construction company Sacyr as its central core, is a diversified group. However, the different activities carried out within the Group complement one another. These activities are: construction, residential development, transport infrastructure concessions, rental property and services.

In 1986, Sociedad Anónima de Caminos y Regadíos was incorporated, subsequently changing its name to Sacyr. This is the construction company around which the SyV Group has been created. Although the company’s initial activity was the execution of

Registration Document – Section 5 – Page 1 public works projects, in 1996 the company began developing and operating toll motorways, with its first contract in Chile. In 2002, Sacyr acquired a 24.5% interest in the residential developer Vallehermoso.

In 1921, Compañía Madrileña de Contratación y Transportes was incorporated, changing its corporate purpose and corporate name to Vallehermoso in 1953, in reference to the street in Madrid where it built its first homes. At that time, the company began its activity as a construction company, residential homes seller and lessor. The company has continued these activities to the present day. Vallehermoso merged with Sacyr in 2003.

Coslada Edificios Comerciales, subsequently Prima Inmobiliaria, was incorporated in 1974. In 2002, it merged with Vallehermoso Patrimonio to create Testa Inmuebles en Renta, which today also forms part of SyV.

In Portugal, in 1947, José Vaz Guedes founded Empreitadas Moniz da Maia, Duarte & Vaz Guedes, the precursor of the Somague Group, which became part of Sacyr Vallehermoso in 2004. This company operates infrastructures concessions and services.

In 1984, the Spanish government created Empresa Nacional de Autopistas (the national highway corporation, ENA), incorporating the state’s holdings in toll roads. In 2003, this company was sold to a private consortium headed by Sacyr Vallehermoso.

The combined history of all these companies, under the Sacyr Vallehermoso umbrella, began in 2003. At their general meetings held on 3 April 2003, the shareholders of Sacyr and Vallehermoso approved the merger of the two companies. In October of that year, the new company officially acquired ENA from the Spanish state, and in December came to a final agreement with the family owning Somague for its integration in SyV, to come into effect in 2004.

In 2005, Sufi became part of the SyV Group. This company, incorporated in 1982, is specialised in environmental services and serves as a springboard to increase Sacyr Vallehermoso’s presence in the services sector.

In August 2006, Sacyr Vallehermoso, together with the Basque savings banks BBK, Kutxa and Vital, launched a public takeover bid for the concessionaire Europistas. As a result of the bid, the SyV Group gained a 50% interest in Europistas. On 31 December 2007, Itínere absorbed Europistas, resulting in a new company, Itínere Infraestructuras, S.A. On 30 November 2008, Sacyr Vallehermoso signed a contract with Citi Infraestructura Partners, L.P. undertaking to accept a public takeover bid for 100% of Itínere shares. On 29 June 2009, the public takeover bid for Itínere, filed by Pear Acquisition Corporation, S.L. (the company that assumed Citi Infraestructura Partners, L.P.’s contractual position) was liquidated. Following these transactions, Sacyr Concesiones was incorporated, retaining 25 concessions under construction or in ramp-up phase, as well as service areas, hospitals, transport hubs, an airport, and other assets. At 30 September 2010, the interest in Itínere Infraestructuras, S.A. amounted to 15.21%.

On 28 July 2010, following the grant of the relevant authorisations and compliance with other suspensive conditions, Eiser Infrastructure Limited acquired 49% of the capital of two newly-created companies, for €47 million. Prior to the acquisition, these companies had been assigned SyV’s entire interest (through its subsidiary Sacyr Concesiones, S.L.) in the following companies: (i) Autovía del Noroeste, Concesionaria de la Comunidad Autónoma de la Región de Murcia, S.A.; (ii) Autovía del Turia, Concesionaria de la

Registration Document – Section 5 – Page 2 Generalitat Valenciana, S.A.; (iii) Intercambiador de Transporte de Moncloa, S.A.; and (iv) Intercambiador de Transporte de Plaza Elíptica, S.A.

5.2. Investments

5.2.1. Description of the issuer’s principal investments

The SyV Group’s investments in fixed assets over the past three years are as follows:

(€ million) Gross investment 2009 2008 2007 Property, plant and equipment and in tangible assets 209.9 428.9 343.5 Financial assets 193.5 151.7 435.9 Investment properties 40.4 66.1 9.1 Concession projects 359.0 585.9 501.6 TOTAL 802.8 1,232.6 1,290.1

The financing for investments described for each business division is discussed in further detail in sections 10.2. and 20.1.

The main business combinations and other acquisitions or increases in holdings in subsidiaries, joint ventures and/or associates in 2009 and 2010 are as follows:

 On 3 May 2010, the Italian company Consorcio Stabile SIS, S.C.P.A. (in which Sacyr, S.A.U. holds a 60% interest) incorporated the Italian company Superstrada Pedemontana Veneta SRL SPV. The corporate purpose of this entity is the construction, management and operation of all types of infrastructures in Italy. The total interest comes to 60%, with an investment of €199,999,990. 5.2.1.1. SyV Group

Details of investment in each of the Group’s business divisions in the years ended 31 December 2009, 2008 and 2007 are as follows.

5.2.1.2. Rental property

At 31 December 2009, investment in works underway amounted to €34.1 million and related to a senior citizens’ home, a housing development contract awarded by the Madrid regional government comprising rent-to-own homes for young people, and other projects.

At 31 December 2008, investment in works underway amounted to €87.4 million. Of this amount, €57.5 million related to several housing development contracts awarded by the Madrid regional government for rent-to-own homes for young people (currently in varying stages of development), while €12.4 million related to land for a senior citizens’ home, and the rest to other projects.

In July 2008, Testa acquired the rights to operate a hotel over the next 20 years, for €61 million. The building, located in the central Colón Plaza in Madrid, can be used for both hotel space and private residences.

At 31 December 2007, investment in work underway amounted to €362.3 million. The most significant investment related to Torre SyV, a unique building for both hotel and residential use, located in the Madrid business centre. Total investment in this building

Registration Document – Section 5 – Page 3 amounted to €303.8 million. In addition, the Group had investments in several other buildings, of which €24.2 million related to two pre-rented senior citizens’ homes (currently in different stages of development) and €24.0 million to several housing development contracts awarded by the Madrid regional government for rent-to-own homes for young people. Total surface area for works underway stood at 198,891 m2.

5.2.1.3. Concessions (SACYR CONCESIONES)

Accumulated investments in concessions at 31 December 2009, 2008 and 2007 were as follows:

INVESTMENT

dic-09

In operation Under construction

€ thousand Cost Held for sale Cost Held for sale

Autovía del Noroeste CCARM (AUNOR) 102.480 0 0 0 S.C. Palma Manacor 54.891 0 0 0 Viastur Concesionaria del Princi pado 122.069 0 0 0 Autovía del Turia 169.321 0 0 0 Autovía del Eresma 101.994 0 0 0 Autovía del Barbanza 99.059 0 0 0 Autopista de Guadalmed ina 0 0 107.031 0 Autovia de Arlazón, S.A. 0 0 18.368 0 Neopistas, S.A.U. 16.590 0 0 0

Total motorways in Spain 666.404 0 125.399 0

Somague Concesiones S.A. (Autoestradas Domarao) 0 0 63.720 0 Autopista del Valle 0 0 3.968 0 N6 Concession Ltd 143.791 0 0 0 M50 Concession Ltd 0 0 102.206 0 Sociedad Concesionaria Valles del Desierto, S.A. 0 0 12.119 0 Autopista del Sol 22.113 0 47.400 0 Total other motorways 165.904 0 229.413 0 Motorways 832.308 0 354.812 0

Somague SGPS, S.A. (Hospital Haçor) 0 0 1.079 0 Somague Concessoes de Infraestructuras, S.A. 0 0 43.419 0 Hospital de Parla, S.A. 112.828 Hospital del Noroeste, S.A. 94.153 Hospitals 206.981 0 44.498 0

Itemosa (Moncloa transport hub) 123.626 0 0 0 Itepesa (Plaza Eliptica transport hub) 94.153 0 0 0 Transport hubs 183.363 0 0 0

S. Concesionaria Aeropuerto Region Murcia, S.A. 0 0 36.892 0

Other 0 0 36.892 0

CONC ESSION PROJECTS (*) 1.222.652 0 436.202 0

(*) The value of concession projects in operation includes ca pitalised goodwill

Registration Document – Section 5 – Page 4 INVESTMENT

Dec-08

In operat ion Under construction

€ thous an d Cost Held for sale Cost Held f or s ale

Autopis tas del Atlanti co(AUDASA) 2,312,562 (1,868,463) 0 0 Autopis ta Astur-L eones a (AUCALSA) 796,271 (4 85,490) 0 0 Autopis tas Vasco Aragones a (AVAS A) 676,606 (3 54,469) 0 0 Autopis tas de Navarra (AUDENAS A) 286,248 (1 86,162) 1,552 (1,552) Autoes tr adas de Galicia 171,165 (1 28,169) 2,301 (2,301) Autoví a del Noroes te CCARM (AU NOR ) 100,673 0 0 0 S.C. Pal ma Manacor 54,861 0 0 0 Viastur Concesionaria del Princi pado 121,786 0 0 0 Autovia del Turia 163,773 0 930 0 Autoví a del E resma 101,778 0 0 0 Autopis ta del Barbanza 95,675 0 0 0 Autopis ta de Gu adal medi na 0 0 83,208 0 Autoví a del Arlanz ón, S.A. 0 0 12,424 0 Neopistas, S .A.U . 16,590 0 0 0 AP -1 Europi stas , Conces ionaria del E stado, S .A. 1,048,412 (7 19,792) 0 0 Artxanda tunnels 56,419 (48,947) 0 0

Total motor ways in S pain 6,002,819 (3,791,492) 100,415 (3,853)

Triangulo Do Sol, Tunel Do Marao and Autoes trada Do Marao 76,009 (54,076) 30,279 (6,620) SC L agos 182,910 (1 27,085) 0 0 SC E lqui 174,686 (1 09,644) 0 0 SC R utas Pací fico 146,290 (1 08,225) 0 0 SC Ves puci o Sur 101,144 (96,540) 0 0 SC L itoral Central 28,512 (24,892) 0 0 SC Autopista Nororiente 28,119 (28,059) 133,511 (133,509) Autopis ta del Valle 0 0 3,804 0 N6 Concession Ltd 0 0 80,885 0 M50 Concession Ltd 0 0 42,104 0 Autopis ta del Sol 0 0 32,395 0 Total other motor ways 737,670 (5 48,521) 322,978 (140,129)

Motorways 6,740,489 (4,340,013) 423,393 (143,982)

Hospital de Parla, S .A. 84,062 0 0 0 Hospital del Noreste, S .A. 94,109 0 0 0

Hospitals 178,171 0 0 0

Itemos a (Moncloa trans po rt hub) 120,125 0 0 0 Itepes a (P laza E lipt ica trans port hub) 59,608 0 0 0

Tran sport hubs 179,733 0 0 0

S. Concesionaria Aeropuerto Region Murcia, S .A. 0 0 21,377 0

Other 0 0 21,377 0

CONCESSION PROJECT S (*) 7,098,393 -4,340,013 444,770 -143,982

(*) The value of concession projects in operati on i ncl udes capi talised goodwill

Registration Document – Section 5 – Page 5 INVESTMENT 2007

Thousands of euros In operation Under construction

Autopistas del Atlántico (AUDAS A) 2,294,827 0 Autopista Astur-Leones a (AUCALSA) 791,961 0 Autopista Vasco Aragon es a (AVAS A) 673,225 0 Autopistas de Navarra (AU DENASA) 436,173 166 Autoes tr ad as de Galicia 171,088 0 Autoví a del Noroes te CCARM 97,467 0 S.C. Palma Man acor 46,907 0 Vias tur Concesionar ia del P rincipado 120,073 0 Turia motorway 0 112,344 Eresma motorway 0 53,234 Barbanza motor way 0 46,826 Guadal medina motorway 0 1,972 Ar lanzón motorway 0 1,179 Neopistas 16,590 0 Europi stas Concesionar ia Española 0 0 AP -1 E ur opi stas , Conces ionaria del Estad o 1,075,365 0 Ar txan da tunnel s 58,067 0

Investment in mot or ways in Spai n 5,781,743 215,722

Triangulo Do S ol 82,031 3,164 Autopista del Valle 0 3,341 S.C. Lagos 224,217 0 S.C. Litor al Central 34,824 0 S.C. Ves puci o Sur 123,606 0 S.C. Autopis ta Nororiente 0 133,936 S.C. Rutas del Pacífico 175,568 0 S.C. Elqui 214,174 0 N6 Conces sion L td 0 22,781 M5 0 Concession Ltd 0 12,558 Autopista del S ol 0 648

Investment in mot or ways outside S pain 854,420 176,427

Motorways 6,636,163 392,149

Parla hospital 83,316 0 Noreste hospital 93,127 0

Hospitals 176,443 0

Itemos a (Moncl oa transpor t hub) 0 67,201 Itepes a (P laza E liptica trans port hub) 58,561 0

Tran sport hubs 58,561 67,201

TOTAL 6,871,167 459,350

Concession projects under construction include interest on the borrowings that effectively finance investment in the motorway concerned. These finance costs were capitalised as

Registration Document – Section 5 – Page 6 “Investments in motorways under construction.” “Investments in motorways in operation” also includes interest capitalised by the concessionaire companies.

At 31 December 2009, gross investment in concessions amounted to €1,658.8 million. Of this amount, €436.2 million related to projects underway, primarily the Guadalmedina motorway, the M50 Concession Ltd motorway in Ireland, and Autoestradas Domarao.

At 31 December 2008, gross investment in concessions amounted to €7,543.1 million. Of this amount, €444.7 million related to projects underway, primarily works on the Northeast motorway concession, the two concessions held in Ireland and the Guadalmedina and Sol motorways.

In accordance with IFRS 5, in 2008 the Group classified contributions from those companies to be sold as part of the agreement signed with Citi Infrastructure Partners L.P. as non-current assets held for sale. Given that all these companies are concessionaire companies, the caption Concession projects decreased significantly.

At 31 December 2007, gross investment amounted to €7,330.5 million. Of this amount, €459.3 million related to projects underway, primarily works on the Northeast motorway concession located in the metropolitan area of Santiago de Chile, along with the three shadow toll roads in Spain (Turia Motorway, Eresma and Barbanza), the two concessions held in Ireland, and a transport interchange in Madrid (Moncloa).

5.2.1.4. Residential development (Vallehermoso)

In 2009, Vallehermoso invested in land acquisitions totalling €173.3 million. Investments in property under construction and in adaptation of land amounted to €278.1 million in that year.

In 2008, Vallehermoso invested in land acquisitions totalling €218.2 million. Investments in property under construction and in adaptation of land amounted to €585.0 million that year.

In 2007, Vallehermoso invested €229.2 million in land acquisitions. Investments in property under construction and in adaptation of land in 2008 amounted to €714.8 million that year.

5.2.1.5. Construction (SACYR)

In general, construction does not require sizeable investments. Given that the majority of projects are for public works, in which certifications are granted in advance for the necessary supplies, the construction division does not require bank financing. Consequently, in 2009 this division did not make significant investments. In those cases where works are paid upon delivery (German method), the Company finances its activity with the resources generated by the other works and its cash flow withheld.

In 2009, investment in works underway amounted to €20.3 million.

5.2.1.6. Services (VALORIZA GESTION)

The services division is one of the fastest-growing activity branches within the SyV Group. This is partly due to acquisitions made and partly due to the intense contracting in the four areas of activity.

Registration Document – Section 5 – Page 7 Strategic investments in several assets have standalone financing. These investments, coupled with the (non-recourse) financing of the concession projects, form part of the Group’s long-term financing policy. The Group’s working capital needs are covered with short-term financing.

The most significant investments in the different service activities (biomass, cogeneration, solar energy, etc.) are detailed in section 6.1.1.5.

In 2009, Vallehermoso’s investments in the different service activities (biomass, cogeneration, solar energy, etc.) amounted to €141 million.

In 2008, Vallehermoso’s investments in the different service activities (biomass, cogeneration, solar energy, etc.) amounted to €172 million.

In 2007, Vallehermoso’s investments in the different service activities (biomass, cogeneration, solar energy, etc.) amounted to €142 million.

5.2.1.7. Financial investments

Acquisition of 20.01% of Repsol:

In 2006, the Group acquired 20.01% of the share capital of Repsol YPF, for €6,526 million. This investment was made through the special purpose vehicle Sacyr Vallehermoso Participaciones Mobiliarias. The acquisition was financed with a syndicated bank loan for €5,175 million, with final one-time maturity in 2011. Repayment of the loan and compliance with other obligations assumed was secured with the shares acquired. At 31 December 2009, the surplus cash flow from the special purpose vehicle was used to make early repayments of €75 million on the loan (€61 million in 2008), reducing the principal to €5,039 million.

This floating-rate loan, made on market terms, bears interest at the Euribor, repriced at intervals chosen by the lender, plus a margin. The derivative instrument entered into to hedge the interest rate on this loan reduced the impact of a potential increase in the Euribor rate by two-thirds. Taking into account the effect of the hedge, the cost of this financing at 31 December 2009 and 2008 was 4.32% and 5.48%, respectively.

Among the borrower’s additional obligations are to maintain a value-to-loan ratio on the market value of the Repsol shares pledged. At the date of approval of the present prospectus, the Group is in compliance with this ratio. Failure to meet the ratio could trigger the collection of the pledge. The total value of the guarantees given by Sacyr Vallehermoso (with recourse to shareholders) is limited to €1,275 million.

As a result of the fall in Repsol YPF’s share price and to comply with the contractual guarantees given, Sacyr Vallehermoso had, at 31 December 2009, pledged shares in Testa Inmuebles en Renta, S.A. and in Vallehermoso División Promoción, S.A.U., even though the pledge of shares in Vallehermoso División Promoción, S.A.U. was not contractually required.

The remaining portion of the price of the Repsol YPF shares was financed with the €1,175 million subordinated loan granted to the special purpose vehicle by its sole shareholder, Sacyr Vallehermoso S.A., and a €200 million capital contribution. Both amounts were eliminated on consolidation.

Registration Document – Section 5 – Page 8 Divestment in Eiffage:

On 17 April 2008, Sacyr Vallehermoso sold its entire interest in the French company Eiffage (33.24%) to a group of French institutional investors, previously approved by Eiffage.

The agreed sales price was €62 per share, generating total revenue of €1,920.24 million for Sacyr Vallehermoso. Of this revenue, €1,713 million was used to repay various loans financing the investment, with the remaining portion being used to reduce Sacyr Vallehermoso’s corporate debt. The operation generated losses of €429 million: €3.2 million on Sacyr Vallehermoso, S.A. and €425.3 million due to accounting notes derived form the profit/(loss) under equity method.

Acquisition of 50% of Europistas (financing):

In 2006, the Group acquired 50% of Europistas for €615.8 million. The investment was financed with a €560 million syndicated loan taken out by the special purpose vehicle Sacyr Vallehermoso Participaciones, maturing in two years at the latest and in any case by the public offering and/or subscription of Itínere Infraestructuras shares following the merger with Europistas. This floating-rate loan, made on market terms, bears interest at the Euribor rate, repriced at the frequency chosen by the lender, plus a margin. The final interest rate at 31 December 2008 was 4.24%.

The remaining price for the Europistas shares was financed with the €50 million subordinated loan granted to the special purpose vehicle by its sole shareholder, Sacyr Vallehermoso S.A., and a €10 million capital contribution.

On 1 January 2008, Europistas absorbed Itínere Infraestructuras and changed its name to Itínere Infraestructuras.

Divestment in Itínere:  At 31 December 2008, Sacyr Vallehermoso S.A. held, directly or indirectly through Sacyr Vallehermoso Participaciones, S.L.U., 669,694,942 shares in Itínere Infraestructuras, S.A. (“Itínere”) representing 92.299% of that company’s capital. Sacyr Vallehermoso S.A. had assumed the following commitments to acquire and transfer shares in Itínere (in accordance with prevailing legislation, these commitments were reflected in the 2008 financial statements):

a) Acquisition of up to 869,133 shares in Itínere from the company’s minority shareholders, by virtue of the put options held by those shareholders. The put options were executed on only 859,408 shares, which were ultimately acquired by the SyV Group.

b) Transfer of 60,524,972 shares in Itínere to Bilbao Bizkaia Kutxa (BBK) and Caja de Ahorros de Vitoria y Álava (Caja Vital) as payment in kind for certain put options these companies held on shares in Itínere.

These acquisitions and transfers of Itínere shares were completed in 2009.

In addition, in 2009, in accordance with the agreements reached with Citi Infraestructure Partners L.P. and with certain savings banks, and the public takeover bid launched by Pear Acquisition Corporation S.L. for 100% of the capital of Itínere

Registration Document – Section 5 – Page 9 at €3.96 per share (the “public takeover bid for Itínere”), authorised by the CNMV on 3 June 2009, the SyV Group performed the following transfers of Itínere shares: a) Sale of 297,932,186 shares in Itínere (41.06% of capital) to Pear Acquisition Corporation, S.L. in the framework of the public takeover bid for Itínere, at €3.96 per share in cash. b) Sale of 113,612,344 shares in Itínere (15.7% of capital) to Pear Acquisition Corporation, S.L., outside the scope of the public takeover bid for Itínere, at €3.96 per share and with deferred payment. The amount of the deferred payment was offset by the acquisition price of certain concession assets the SyV Group acquired from Itínere throughout 2009. c) Sale to Caixa Galicia, Caixanova and Cajastur of a total of 126,626,625 shares in Itínere (17.40% of capital), at €3.96 per share in cash.

Subsequent to the sale of Itínere shares, as mentioned in point c) above, in July 2009, the SyV Group, Caixa Galicia, Caixanova and Cajastur pooled their interests in Itínere into a joint special purpose vehicle (Sacyr Vallehermoso Participaciones II, S.L.). Each company contributed and sold its entire interest in Itínere to this special purpose vehicle (at €3.96 per share and with deferred payment, which was subsequently considered a participating loan). Specifically, the SyV Group contributed 38,783,334 shares in Itínere to Sacyr Vallehermoso Participaciones II, S.L. and sold it 33,438,889 shares (thereby transferring its entire shareholding in Itínere). In exchange, the SyV Group received equity holdings in Sacyr Vallehermoso Participaciones II, S.L. representing 36.39% of its capital and collection rights on a participating loan to that company amounting to €132.42 million.

Once Itínere shares were delisted from trading, Sacyr Vallehermoso Participaciones II, S.L., Pear Acquisition Corporation, S.L.U. and Avasacyr, S.L.U. were absorbed by Itínere in September 2009. As a result of the merger, the SyV Group's investment in Itínere (directly held by Sacyr Vallehermoso, S.A.) was set at €35,644,237 shares (16.297% of share capital), with collection rights of €132.42 million on a participating loan granted to Itínere.

In November 2009, Sacyr Vallehermoso, S.A. sold 1,246,302 shares in Itínere (0.57% of share capital) to Caixa Galicia, as well as a position of €4.63 million in the participating loan granted to Itínere.

As a result of the foregoing, on 31 December 2009, the SyV Group’s investment in Itínere comprised 34,397,935 shares (representing 15.727% of capital) and collection rights on a participating loan granted to Itínere amounting to €127.79 million.

Overall, these transactions generated gains of €856.2 million for SyV.

The transactions allowed the Group to maintain a new infrastructures concession division (Sacyr Concesiones, S.A.) comprising the following assets: a) In Spain: Autovía del Barbanza, Concesionaria de la Xunta de Galicia (80%); Autovía del Turia, Concesionaria de la Comunidad Valenciana (89%); Autovía del Eresma, Concesionaria de la Junta de Castilla y León (73%); Autovía del Noroeste, Concesionaria de la Comunidad Autónoma de la

Registration Document – Section 5 – Page 10 Región de Murcia (100%); Autovía Viastur, Concesionaria del Principado de Asturias (70%); Autovía del Guadalmedina, Concesionaria Española (80%); Autovía del Arlanzón (100%); Carretera Palma-Manacor Concesionaria del Consejo Insular de Mallorca (35%); Autopista Madrid Levante AP-36 (40%) and Autopistas Radiales de Madrid R-3 (25%), R-5 (25%) and R-4 (35%).

Sacyr Concesiones also holds the following non-motorway concessions in Spain: Hospital de Parla (100%), Hospital de Noreste (100%) and Hospital de Majadahonda (20%) (all municipal hospitals under the Madrid regional government); Intercambiador de Moncloa (87%) and Intercambiador de Plaza Elíptica (93%) (both in Madrid); Aeropuerto de la Región de Murcia (60%); Metro de Sevilla (32.7%), and Neopistas, a service areas operator (100%).

b) Internationally, Sacyr Concesiones holds the following assets: Galway- Ballinasloe N6 Motorway (45%) and the M-50 Dublin ring road (45%), both in Ireland; Autopista del Sol (San José-Caldera stretch, 35%) and Autopista del Valle (San José-San Ramón stretch, 35%), both in Costa Rica; Autopista Valles del Desierto (Vallenar-Caldera stretch, 100%) in Chile; and Autopista IP-4 Túnel do Marao (55%) in Portugal.

Lastly, in July 2010, Sacyr Vallehermoso, S.A. sold a total of 1,121,706 shares in Itínere to certain funds managed by CASER, along with a position of €4.17 million in the participating loan granted to Itínere, generating gains of €3.4 million.

5.2.2. Description of main investments in progress

5.2.2.1. Rental Property (TESTA INMUEBLES EN RENTA)

Investment in this division from 1 January 2010 to 30 September 2010 amounted to €13 million.

Total committed investment for works to be carried out, as mentioned above, amounted to €42.4 million. At 30 September 2010, commitments amounting to €36 million have been met, leaving pending commitments of €6.4 million.

Investment in works underway at 30 September 2010 primarily relates to works on the future Vigo Conference Centre.

All these works are financed with cash flow generated by the company and with loans received from financial entities.

5.2.2.2. Residential development (VALLEHERMOSO DIVISIÓN PROMOCIÓN)

At 30 September 2010, Vallehermoso had invested €32.7 million in land purchases. In 2010, the company also invested €136.5 million in developments underway and in preparing land.

At 30 September 2010, Vallehermoso División de Promoción had invested €1,182 million in stocks, comprising the land reserve, and €213.1 million in developments under construction at that date. In 2010, pending investment committed in these works amounted to €10.5 million (€4.9 million in the last quarter of the year), out of a total committed investment of €104.6 million.

Registration Document – Section 5 – Page 11 These investments are financed through mortgage loans that are subsequently assumed by homebuyers upon delivery of the residences.

5.2.2.3. Concessions (SACYR CONCESIONES)

At 30 September 2010, gross investment in concessions under construction attributable to the SyV Group amounted to €755 million, of which €289 million were classified as financial assets.

The following table details concessions under construction at 30 September 2010 attributable to the SyV Group:

CONCESSIONS UNDER CONSTRUCTION AT 30 SEPTEMBER 2010 (€ million ) % TOTAL REVERSION INVESTMENT INVESTMENT TOTAL CONCESSION COUNTRY OWNERSHIP TOTAL KM. BEDS YEAR MADE PENDING INVESTMENT

Guadalmedina motorway Spain 100% 24,50 2042 182,27 179,01 361,28

Arlanzón mot orway Spain 100% 146,00 2026 55,38 181,85 237,23

Murcia airport Spain 60% - 2047 54,33 195,67 250,00

Neopistas (Calzadilla service area) Spain 100% - 2049 0,00 5,13 5,13

SPAIN 170,50 0 291,98 561,66 853,64

Valle motorway Costa Rica 35% 65,80 2034 4,35 65,09 69,44

Túnel do Mârao Portugal 55% 29,80 2038 156,26 254,54 410,80

Braga hospital Portugal 51% - 705 2038 91,19 43,88 135,07

Azores hospital Portugal 40% - 235 2038 11,21 76,48 87,69

Vila Franca hospital Portugal 51% - 280 2039 0,00 93,35 93,35

M50 - Dublín Ireland 45% 43,30 2042 114,57 8,26 122,83

39 years from start Pedemontana Italy 60% 95,00 0,00 2.089,00 2.089,00 of operation

Vallenar-Caldera Chile 60% 223,96 2023 85,35 148,75 234,10

OTHER 457,86 1.220 462,93 2.779,35 3.242,28

TOTAL 628,36 1.220 754,91 3.341,01 4.095,92

Of the €3,341 million of pending investment, € 1,546 million must be made between the date of registration of the Registration Document and 2014 (inclusive).

In compliance with IFRIC 12, certain concession assets have been reclassified as financial assets. Of these assets, €237 million are in operation and €289 million are under construction. Details are provided in the following table:

Registration Document – Section 5 – Page 12 30-sep-10

In operation Un der construction

Thousands of euros Cost Cost

Autovía del Noroeste CCARM (AUNOR) 0 0 Concession project Financial asset Concession project Financial asset Autovía del Noroeste CCARM (AUNOR) 31.250 S.C. Palma Manacor 55.133 0 Viastur Concesionaria del Principado 123.146 0 Autovia del Turia 93.999 0 Autovía del Eresma 106.041 0 Autopista del Barbanza 100.006 0 Autopista de Guadalmedina 0 182.266 Autovía del Arlanzón, S.A. 0 55.380 Neopistas, S.A.U. 16.594 0

Somague Concessoes, S.A. 0 76.287 171.272 Autopista del Valle 0 4.347 N6 Concession Ltd 146.032 0 M50 Concession Ltd 0 0 114.570 Sociedad Concesionaria Valles del Desierto, S.A. 0 85.355 Autopista del Sol 49.651 30.038 0

Motorways 690.602 61.288 403.635 285.842

Somague SGPS, S. A. 0 5.600 5.505 Hospital de Parla, S. A. 82.923 0 Hospital del Noreste, S.A. 0 92.305 0

Hospitals 0 175.228 5.600 5. 505

Itemosa (Moncloa transport hub) 63.778 0 Itepesa (Plaza Eliptica transport hub) 31.891 0

Transport hubs 0 95.669 0 0

S. Concesionaria Aeropuerto Region Murci a, S.A. 0 54.326 Other 0 0 54.326 0

CONC ESSION PROJECTS (*) 690.602 236.516 463.561 291.347

Restated for the impact of IFRIC 12.

These investments are financed with contributions from shareholders (either as share capital or as participating or subordinated debt), as well as with funds received from financial entities (generally through syndicated loans). In general, the amount financed with shareholders’ funds represents between 15% and 30% of the estimated investment. The remaining percentage is secured from financial entities.

5.2.2.4. Construction

Given the nature of its activity, the construction division does not have any investments under way.

5.2.2.5. Services At 30 September 2010, the Group has investments in property, plant and equipment under construction amounting to €39.9 million, €81 million in concession projects under construction for water and sewage mains, and other services projects.

Pending committed investments at 30 September 2010 amounted to approximately €49 million.

In the first nine months of 2010, Valoriza increased its investments by €40 million. This primarily relates to the following:

Registration Document – Section 5 – Page 13 Environment: €27.5 million: Soterrados de Torrejón (€5.8 million), under construction and expected to be completed shortly; Los Hornillos plant (€3.8 million), under construction and pending an investment of approximately €12 million; and cleaning and collections in Vilanova i la Geltrú (€6 million invested in machinery required in order to render services).

Energy: Completion of the Bioeléctrica de Linares energy plant and start-up of activity in 2010. Investment made in 2010 amounts to €5.2 million.

Solar power: The Lebrija complex is 85% complete, with an investment of €50 million. The complex is expected to enter into service in June 2011.

Water: No significant investments were made in 2010.

Multiservice activities are labour-intensive and do not require significant investments.

5.2.3. Information on the issuer’s principal investments, regarding which firm commitments have been undertaken

The future investments for which firm commitments have been made have been described in preceding paragraphs of this section.

Registration Document – Section 5 – Page 14 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail. 6. DESCRIPTION OF THE COMPANY

In this section, all references to results for the year ended 31 December 2009 are based on the published financial statements for that year, without taking account of the restatement detailed in Section 20 below.

Also, all references in Section 6 to results for the year ended 31 December 2007 are based on pro forma figures that take account of the contract to make and accept a takeover bid for Itínere Infraestructuras, S.A. on 30 November 2008, and various other contracts agreed between Itínere Infraestructuras, S.A. and Sacyr Vallehermoso, S.A. to trade shares in different Itinere subsidiaries, as detailed in Section 20 below. 6.1. Principal activities

6.1.1. A description of, and key factors relating to, the nature of the issuer's operations and its principal activities,

The Company is structured as a holding company for the companies that head up the SyV Group’s various business lines: Sacyr, S.A.U.-Somague, SGES (construction), Vallehermoso Promoción, S.A.U (property development), Testa Inmuebles en Renta, S.A. (property management), Sacyr Concesiones, S.L. (concessions) and Valoriza Gestión, S.A. (services).

The following sections set out the SyV Group’s different business lines by type of activity. 2007 data have been standardized with Itínere concessions being reclassified as held for sale to make them comparable with the 2008 figures.

a) Financial highlights (in thousands €) for each Group business line:

SACYR-SOMAGUE 30/09/10 2009 2008 2007 % 09/08 % 08/07 Revenue 2,156,615 3,232,211 3,498,203 3,346,163 -7.6% 4.5% EBITDA 129,118 173,831 203,254 226,521 -14.5% -10.3% EBITDA margin (%) 5.99% 5.38% 5.81% 6.77% -7.4% -14.2% Net profit 58,469 90,256 88,870 115,489 1.6% -23.0%

VALLEHERMOSO 30/09/10 2009 2008 2007 % 09/08 % 08/07 Revenue 578,957 2,024,359 1,087,470 1,400,023 86.2% -22.3% EBITDA -141,072 62,890 136,965 357,242 -54.1% -61.7% EBITDA margin (%) -24.37% 3.11% 12.59% 25.52% -75.3% -50.6% Net profit -51,878 -143,180 -79,064 228,287 81.1% -134.6%

TESTA 30/09/10 2009 2008 2007 % 09/08 % 08/07 Revenue 187,895 270,028 272,568 263,821 -0.9% 3.3% EBITDA 149,443 210,051 220,903 210,522 -4.9% 4.9% EBITDA margin (%) 79.54% 77.79% 81.05% 79.80% -4.0% 1.6% Net profit 45,399 105,212 47,482 71,770 121.6% -33.8%

Sacyr Concesiones 30/09/10 2009 2008 2007 % 09/08 % 08/07 Revenue 46,072 92,738 71,093 34,808 30.4% 104.2% EBITDA 25,312 62,562 45,902 11,114 36.3% 313.0% EBITDA margin (%) 54.94% 67.46% 64.57% 31.93% 4.5% 102.2% Net profit -26,529 -36,765 -26,230 22,759 40.2% -215.3%

Registration Document - Section 6 - Page 1 VALORIZA 30/09/10 2009 2008 2007 % 09/08 % 08/07 Revenue 763,659 926,196 866,145 633,080 6.9% 36.8% EBITDA 108,049 123,147 91,870 68,560 34.0% 34.0% EBITDA margin (%) 14.15% 13.30% 10.61% 10.83% 25.4% -2.1% Net profit 29,815 33,435 26,421 28,581 26.5% -7.6%

b) SyV Group backlog for last three years

Backlog by business line and type of activity, at 31 December 2009, 2008 and 2007 and 2010 to 30 September (Sacyr and Somague’s construction backlogs are further broken down by the type of construction work contracted):

Chg (sep %Chg (sep % Chg. % Chg. sep-10 2009 2008 2007 Chg. (09/08) Chg. (08/07) € thousand 10/dic 09) 10/dic 09) (09/08) (08/07)

Sacyr (total construction backlog) 6.629.020 7.070.308 5.315.939 5.092.331 (441.288) -6.24% 1.754.369 33,00% 223.608 4.39%

Civil work backlog 6.087.233 6.491.616 4.535.636 4.026.972 (404.383) -6.23% 1.955.980 43,12% 508.664 12.63% Construction backlog 541.787 578.692 780.303 1.065.359 (36.906) -6.38% (201.6 11) -25,84% (285.056) -26.76% Residential building 81.648 175.378 406.209 620.235 (93.730) -53.44% (230.8 31) -56,83% (214.026) -34.51% Non-residential building 460.139 403.314 374.094 445.124 56.825 14.09% 29.220 7,81% (71.030) -15.96%

Somague (total construction backlog) 982.453 1.253.566 1.108.120 929.780 (271.113) -21.63% 145.446 13,13% 178.340 19.18%

Civil work backlog 665.507 808.419 719.898 689.786 (142.912) -17.68% 88.521 12,30% 30.112 4.37% Construction backlog 316.946 445.147 388.222 239.994 (128.201) -28.80% 56.925 14,66% 148.228 61.76% Residential building 21.919 34.323 30.099 58.240 (12.404) -36.14% 4.224 14,03% (28.411) -48.32 Non-residential building 295.027 410.824 358.123 181.754 (115.797) -28.19% 52.701 14,72% 176.639 97.04%

Sacyr Concesiones (revenue backlog) 28.038.316 30.930.336 13.594.725 12.190.574 (2.892.020) -9.35% 17.335.611 127,52% 1.404.151 11.52%

Valoriza (revenue backlog) 11.921.851 12.000.313 11.037.997 12.124.256 (78.462) -0.65% 962.316 8,72% 913.741 9.03%

Testa (lease backlog) 2.586.020 2.817.587 3.361.827 2.935.181 (231.567) -8.22% (544.2 40) -16,19% 426.646 14.54%

Vallehermoso (pre-sales portfolio) 285.817 637.538 1.551.354 2.360.151 (351.721) -55.17% (913.8 16) -58,90% (808.797) -34.27%

TOTAL 50.443.477 54.709.648 35.969.962 33.632.273 (4.266.171) -7.80% 18.739.686 52,10% 2.337.689 6.95%

At 30 September 2010 the Group has discounted €64 million from its total contracts awarded, due to cancellation of the contract for the construction of the Villacarrillo-Villanueva del Arzobispo (Jaén) stretch of the A-2 Linares-Albacete motorway.

The civil engineering backlog (projects) in the construction division rose year-on-year as a result of new contracts, particularly international projects: widening of the Panama canal, construction of the Pedemontana-Veneta motorway linking Milan and Venice in Italy and the Benghazi residential development in Libya.

Testa’s backlog is measured as the Group’s billings in future years under rental agreements outstanding as of each date and estimates for the annual revisions in rents until expiry of the lease, which is assumed not to be renewed. In calculating the rent revisions, a rate of 2.5% has been used for all years.

Of the Group’s total backlog (defined as a company’s future revenue or sales, i.e. the sum of all contracts awarded to the Group that will generate future revenue) at 30 September 2010, 56.9% was international and 43.1% in Spain. At 31 December 2009 international business made up 54.8% of the total and Spanish business 45.2%. This compares to a 72.6% Spanish and 27.4% international backlog at 31 December 2008, and 77% Spanish and 23% international at 31 December 2007.

Registration Document - Section 6 - Page 2 € thousand 2009 % of total 2008 % of total 2007 % of total

International 29.997.401 54,8% 9.871.837 27,4% 7.721.842 23,0% Spain 24.712.248 45,2% 26.098.152 72,6% 25.910.431 77,0%

TOTAL 54.709.649 100,0% 35.969.989 100,0% 33.632.273 100,0%

Sacyr Concesiones’ backlog also expanded, by 127.5% in 2009 thanks to contracts awarded during the year, including: the “Pedemontana-Veneta” motorway and contracts to manage the Portuguese hospitals in Braga and the Isla de Terceira (in the Azores).

The increase in the services division backlog is mainly reflects new contracts, such as: construction of a desalination plant in Ashdod (Israel), an end-to-end water management cycle concession (supply and sewage) in Guadalajara, the Ecoparque in La Rioja, and cleaning and waste collection service concessions in San Fernando de Henares (Madrid) and Vilanova i la Geltrú (Girona).

The property management backlog was reduced by the sale of a number of mature assets during the year, in line with the Group’s policy of asset rotation.

The fall in the residential development backlog is due to the sharp contraction by this sector in Spain.

6.1.1.1. Construction (Sacyr-Somague)

Activity

The SyV Group continues to base its construction strategy on a combination of strict cost controls and selective international presence, always setting up local companies in foreign markets. Selective opening up of new markets via a local company has proved a successful model for growth, both in revenue and profitability.

The breakdown of construction revenue for the last three years is as follows:

Revenue (€ million) 2009 % of total 2008 % of total 2007 % of total Civil work 2,210.8 68.4 2,355.20 67.3 2,112.9 63.1 Building 1,009.4 31.2 1,143.0 32.7 1,233.3 36.9 Se rvices 12.0 0.4 TOTAL 3,232.2 100.0 3,498.2 100.0 3, 346.2 100.0

Construction revenue in 2009 was €3,232.2 million, down 7.6% on the same period of the previous year. Of this, 66% was generated in the Spanish market and 34% in international projects.

2008 revenue for the business line was €3,498.3 million, a 4.5% rise on 2007. Of this, 73% was in Spain with Portugal the next biggest contributor at 14%.

The tables below show the trend in revenue from each type of construction work in 2009, 2008 and 2007:

Registration Document - Section 6 - Page 3 Revenue by type of work (€ million) CIVIL WORK 2009 2008 2007 % 09/08 % 08/07 Motorways 740.3 701.6 613.5 5.5% 14.4% Railways 731.36 822.5 625.2 -11.1% 31.6% Hydraulic 204.5 272.0 231.1 -24.8% 17.7% Airport 27.3 22.4 42.9 22.2% -47.9% Urban development 159.9 Other 347.4 536.7 600.2 -35.3% -10.6% TO TAL 2,210.8 2,355.2 2,112.9 -6.1% 11.5%

Revenue (€ million) BUILDING 2009 % of total 2008 % of total 2007 % of total Residential 378.4 11.7 508.20 14.5 575.5 17.2 Non-re sidential 631.0 19.5 634.8 18.1 657.5 19.6 TOTAL 1,009.4 31.2 1,143.0 32.7 1,233.0 36.8

1.- Civil engineering

The Sacyr Group is involved in the construction of roads (motorways, toll roads and highways), railways (high-speed, conventional, underground), hydraulic installations (dams, canals, water purification plants, desalination plants, water mains, etc.), airport projects and urban development.

The table below shows the trend in civil engineering revenue by geographic market in 2009, 2008 and 2007

BY GEOGRAPHIC MARKET (€ million) CIVIL WORK 2009 % of total 2008 % of total 2007 % of total Spain 1,505.1 68.1% 1,693.0 71.9 1,228.7 72.4% Portugal 282.0 12.8% 383.8 16.3 366.0 21.6% Ireland 223.1 10.1% 0.0 51.1 3.0% Chile 2.1 0.1% 64.2 2.7 23.6 1.4% Italy 137.0 6.2% 64.7 2.7 28.7 1.7% Costa Rica 47.0 2.1% 0.0% 0.0% Libya 1.6 0.1% 0.0% 0.0% Rest of the world 13.0 0.6% 149.4 6.3% 0.0% TOTAL 2,210.8 100% 2,355.2 93.7 1,698.1 100.0%

Major contracts won in 2009 included:

 Design and construction of the third lock system as part of the Panama Canal Extension program, leading an international consortium comprising Impregilo (Italy), Jan de Nul (Belgium) and CUSA (Panama), with a budget of US$3,129 million. The project foresees the construction of two lock complexes, one on the Atlantic side and another on the Pacific side, which will allow more commercial traffic to pass through the Canal. As such, the infrastructure will be better prepared to meet the changing needs of the shipping sector, which is tending toward larger vessels with greater tonnage, known as post-panamax ships, compared to the smaller ships that are able to pass through the existing locks.

 The Pedemontana-Veneta Motorway, with a total investment budget of €2,120 million, foresees construction of 95 km of road linking Venice to Milan. This is a technically complex project, entailing numerous tunnels, including the Malo Tunnel – 6.5 km – and a total of 16 km of false tunnels, as well as a 425m viaduct over the River Brenta.

 Contract for Zone 4 and Zone 5 in Benghazi City, Libya, entailing urban development works in the two sectors (2,571 hectares and 579 hectares, respectively) for the government’s Housing Infrastructure Board. The urbanization project will consist of public services grids (telephone, drinking water, wastewater, electricity, lighting etc), as well as road and pavement laying and landscape gardening. The approximate budget for the project is €300 million.

Registration Document - Section 6 - Page 4  Project to integrate the railway in Logroño, the first phase (2.8 km) of an integration plan in Logroño, with a budget of €134 million. The project foresees doubling the current single standard-gauge track, burying part of the stretch, and a new passenger station in Logroño with the corresponding superstructure and facilities.

 Extension to Line 9 of the Madrid Metro (urban underground train), with a budget of €121.3 million and entailing the construction of a 1,200m tunnel using a 9.33m diameter EPB tunnel boring machine and 600m of mine tunnel (the traditional method in Madrid). Two new stations will also be built, as well as a connecting structure to the current line.

 The Los Gallardos-Sorbas section of the high-speed train line from Murcia to Almería, along the Mediterranean Corridor (province of Almería), with a budget of €79 million. The 8.2 km project entails a series of unique elements such as the construction of six viaducts with a total length of 1.4 km.

 Sections 7B, 8, 9 and 10 of the Navarra Canal, with a budget of €71.82 million. The sections have a total length of 27.5 km, extend from Tafalla to Pitillas, and comprise the first of two construction phases for the Navarra Canal, a waterway running from the Itoiz reservoir to the village of Ablitas.

 The A-54 Motorway, Lugo-Santiago, Gutín-Monte de Meda, entailing construction of 10.7 km of motorway connecting the Lugo, Orense and Santiago de Compostela motorways. The project includes a viaduct over the River Ferreira with a maximum pilings height of 52 metres. The budget is €48.9 million.

 The West Coast sub-concession, entailing construction and refurbishment of several stretches of road networks (national roads, main routes and toll roads) between the Portuguese cities of Nazaré - Leiria and Ourém, carried out by Somague Engenharia, S.A. The budget for this project is close to €98 million, and the execution schedule is 30 months.

 Enlargement of the Sines industrial complex by Somague Engenharia, S.A., entailing the construction of a new deposit and several works to increase the natural gas storage capacity. The 38-month contract entails an investment of €56.7 million.

 Braga Hospital, where Somague Engenharia, S.A. will construct and oversee the medical systems and equipment facilities. The hospital will have 704 beds and 2,194 parking spaces. The 25-month project can be extended to up to 27 months and entails a budget of 53.3 million.

 Construction of the Gondomar - Estádio Dragão/Venda Nova light rail line comprising 5.6 km of track and 980 metres of tunnel in Oporto. The project will be carried out by Somague Engenharia, S.A. and entails an investment of €23.4 million.

 Terceira Island Hospital (Azores Islands), Portugal, entailing the construction and management of the hospital. The project foresees construction of approximately 47,100 m2 over a 28-month period, for an investment of €23.2 million.

In 2009, progress was made on the following construction projects:

 Salermo-Reggio Calabría Motorway (Italy), comprising a 31 km section between Padula and Lauria, located 150 km to the south of Naples and forming part of the route from Rome to southern Italy (Calabria). Due to the complicated terrain, the project includes the construction of 37 viaducts and 20 tunnels. The project budget is €745 million.

Registration Document - Section 6 - Page 5  Modernizing and doubling the number of tracks for the rail link between central Palermo and Punta Raisi airport in Sicily. The railway runs for 28 km, including 7 km through dual track tunnels. The budget for the project is €730 million.

 M-50 motorway in Dublin (Ireland), widening and improving the existing M-50 urban toll road in Dublin over a length of 24 km. Adding an additional carriageway in each direction and improving current junctions for a €219.1 million budget.

 San José-Caldera Motorway in Costa Rica, a 76 km-long motorway linking the capital city with the country’s most important Pacific port. The project consists of building half the stretch and refurbishing the existing other half. The section closest to San José is a semi-urban motorway with ADT of over 80,000 vehicles. The budget is US$270 million.

 Section of the Madrid-Zaragoza-Barcelona-French border high-speed railway line consisting of the construction of 5.6 km of tunnels in the Eixample district of Barcelona, using an 11.52 metres diameter EPB tunnel boring machine. The project also includes works in the land adjacent to the Sagrada Familia church. The budget is €179.3 million.

 Section of the Borras-Figueres connection of the high-speed railway line to the French border, including unique works such as the construction of five viaducts and a 1.75 km tunnel. The total budget for the 7.48 km project is €114.9 million.

 Section of the Barcelona-French border high-speed railway line, running through the municipalities of Cornellà del Terri and Vilademuls in the province of Girona. The stretch is 7,100 metres long and features 2.4 km of tunnels. The budget is €93.2 million.

 Section of the Orense-Santiago de Compostela high-speed railway line between the towns of Carballino and Lalin, with a length of 13.5 km and a budget of €134.4 million. Works include a number of tunnels with a total length of 6.75 km.

 Thermo-solar plant in Lebrija (Seville), with a budget of €60.3 million. The plant comprises a 156 ha solar field and 64 parallel rows of 1,200 ml parabolic mirrors, generating 50 MW using heated oil to transform the energy into electricity.

 Pajares tunnel (10,326 km long), drilled with a single-shielded closed-face boring machine on the Pajares relief road between Robla and Pola de Lena. The budget amounts to €235 million.

 Aramaio-Mondragón stretch of the high-speed railway in the Basque Country, with a budget of €67.5 million.

 Protection works as part of the enlargement of the Valencia Port, entailing the construction of the port’s eastern dock. Works completed to date include a 1,400 ml concrete block pier and consolidation, forming a flat surface of 330,000 m2. The budget amounts to €105.1 million.

 Cadagua junction on the Bilbao southern alternative route, with a budget of €59.76 million. The project is highly complex from a technical perspective, and links the A-8 with the BI-636, with five viaducts (1,500 metres total). The unique construction process has been specially designed to avoid disrupting normal traffic flows on the roads being linked.

2.- Buildings

The Sacyr Group is involved in construction work on all types of buildings: both residential, with Vallehermoso as its main client, and non-residential (hotels, hospitals, public buildings, office buildings and business centres, prisons, shopping centres, senior citizens’ homes, etc.) either as new build or refurbishment projects. Revenue for the division was €1,009.4 million in 2009, 62.5% coming from non-residential and 37.5% from residential projects.

Registration Document - Section 6 - Page 6 Revenue (€ million) BUILDING 2009 % of total 2008 % of total 2007 % of total Residential 378.4 37.5 508.20 44.5 575.5 46.7 Non-residential 631.0 62.5 634.8 55.5 657.5 53.3 TOTAL 1, 009.4 100.0 1,143.0 100.0 1,233.0 100.0

The table below shows revenue from construction work on buildings by geographic region:

Revenue by geographic market (€ million) BUILDING 2009 2008 2007 % 09/08 % 08/07 Spain 644.3 882.4 990.6 -27. 0% -10.9% Portugal 166.6 140.2 161.1 18.8% -12.9% Other 198.5 120.3 81.3 65.0% 48.0% TOTAL 1,009.4 1,143.0 1,233.0 -11.7% -7.3%

Main contracts awarded

Major contracts won in 2009 included:

 Reinforcement work on the “Venda Nova III” dam in Portugal, with a €143.78 million budget.

 Construction of the Levante II prison in Valencia, for €86.8 million.

 Construction of a local rail network station in Zaragoza, for €33.1 million.

 Empresa de Gestión Medioambiental, S.A., which belongs to the Andalusian regional government’s environment department, awarded the consortium whose members include Sacyr Group companies and Prinur, among others, the contract to build the new pipe network connecting the “Canal del Viar” channel to the Seville water supply system. The budget for this project is €21.61 million.

 Construction of the Repsol Campus at calle Méndez Alvaro (Madrid). This €127 million project covers a buildable area of 123,000 m2, of which 66,300 m2 will be used for office space (above ground) and 56,700 m2 for an underground car park. The campus will comprise four five-story interconnected buildings laid out in square surrounding a central courtyard. The buildings will contain offices as well as a reception area, meeting centre, security centre, data processing centre, gym and medical services area, cafeterias, children’s day care centre, travel agency, bank office, library and archives area, exhibition room and auditorium, all on the ground floor.

 Construction of an administrative building for the Andalusia Regional Government, atcalle Pablo Picasso 1, (Seville), with a gross floor area of 41,000 m2 and a budget of €53.1 million.

2  New building for the Garrotxa-Olot Hospital, with a gross floor area of 28,000 m , 88 beds, four operating theatres, 36 intensive care unit beds, and 38 outpatient rooms. The project budget is €32.4 million.

 University of Granada building for the School of Health Sciences at the Health Sciences Technological Campus, comprising classrooms, a laboratory, offices and a services area. The three-story building will feature a western tower of up to 11 stories with total floor area of 16,000 m2. The budget is €20 million.

 Enlargement of the underground car park on Carrera de San Jerónimo, at the Spanish Congreso de los Diputados parliamentary building, with a budget of €12.9 million.

Registration Document - Section 6 - Page 7  Conversion of the Expo Zaragoza 2008 fairgrounds into the Edificio Ronda 2 business park, with a budget of €11.4 million. Construction will entail the addition of intermediate concrete slabs in the existing structure, adapting the building for use as offices and commercial premises, with a final net floor area of 25,000 m2.

MAJOR CONTRACTS AWARDED IN 2009 € m Venda Nova III 143.8 Repsol Campus 127.0 Levante II prison 86.8 Pablo Picasso building, Seville 53.1 Zaragoza local rail network station 33.1 Garrotxa-Olot Hospital 32.4 Viar canal 21.6 University of Granada School of Health Sciences 20.0 Carrera de San Jerónimo car park 12.9 Conversion of Expo Zaragoza 2008 site 11.4

Major building projects under development in 2009 included:

 The Hospital Universitario Central de Asturias, with a budget of €286.0 million and a gross floor area of 300,000 m2, 570 rooms, 1,039 beds, 38 operating theatres and 350 treatment rooms. Construction will also include a special building for the treatment of silicosis.

 Rehabilitation of the Valencia Tobacco Factory, a modernist building, removing any extensions added after 1909. After restoration, the building will be used by municipal authorities. The budget is €30 million.

 Beiramar Auditorium and Conference Centre (Vigo), with a budget of €71.5 million. After the existing industrial building is demolished, a new building comprising the conference centre (17,000 m2), a commercial area (4,500 m2) and an office area (4,000 m2) will be built, along with a separate building to be used as a hotel (8,000 m2). The buildings will be connected at basement level (10,800 m2).

 Refurbishment of the Palacio de la Aduana (customs building), a historical building in Malaga dating from 1810, for use as the new Museum of Fine Arts and Archaeology. The project includes the comprehensive refurbishment of the building, preserving the existing facades and restoring the landmark sloping roof destroyed in a fire, thereby restoring the historical image of the building. The budget is €23.7 million.

Among the works delivered in 2009 in the building construction area are:

 Refurbishment of the former Seminario Mayor of the Universidad Pontificia de Comillas, for future use as the headquarters of the Comillas Foundation, with a budget of €51.5 million. The project entailed the refurbishment of the eastern cloister, the vestibule, the main hall, and the narthex.

 Construction of a beer canning and storage plant for Damm, with a gross floor area of 20,000 m2. The industrial building houses both the canning area (three floors) and offices, workshops, and changing rooms (five floors). The budget is €32.2 million.

 Nexity business park in Sant Cugat, with a budget of €22.3 million. Total gross floor area is 27,000 m2, distributed in two four-story buildings for office use and a ground-floor car park.

 Jardines de Hércules housing development (residential building), the fourth and last stage of

Registration Document - Section 6 - Page 8 housing development built on the former site of the Uralita factory in Bellavista (Seville). The development comprises 276 homes in three 10-story buildings, with two floors for car parks, and a total gross floor area of 41,000 m2. This stage also comprises the garden area to be used by all buildings of the different stages and the urbanization of the entire area. The budget is €16.6 million.

 200 homes in the Montecillo residential complex (las Rozas), comprising the development for Vallehermoso of the 3A and 3B plots, for a total of €25.5 million and a gross floor area of 40,300 m2. The four-story buildings will have an underground car park and 22 separate entrances in the two groupings, along with a pool and recreation area.

6.1.1.2. Property development (VALLEHERMOSO DIVISIÓN PROMOCIÓN)

Activity

Vallehermoso develops and sells new homes, mainly primary residences built on a land bank that is diversified by region and by product type. Its brand is well-established with a 55-year history. Vallehermoso’s business is managed through six geographic areas:

 South: this area centres on the region of Andalusia. Primary homes are clearly the main target market, although a small secondary market has been opened up in the holiday homes segment, specifically in high-quality, high-demand zones. The area accounts for 17% of all homes entered in the property registry by Vallehermoso in 2009.

 Catalonia/Balearic Islands: this Barcelona-based area operates in the four provinces of Catalonia and in the Balearic Islands (Palma de Mallorca). The area accounts for 4% of all homes entered in the property registry by Vallehermoso in 2009.

 Centre: this area covers the Madrid region and bordering provinces such as Ciudad Real and Guadalajara. It also coordinates real-estate development activities in the Canary Islands and Portugal. The area accounts for 48% of all homes entered in the property registry by Vallehermoso in 2009.

 Northwest: this area covers the Galicia region, principally A Coruña and Vigo, together with the provinces of Valladolid and Burgos. The area accounts for 8% of all homes entered in the property registry by Vallehermoso in 2009.

 Levante: this area covers the three provinces of the Valencia region, the bordering province of Albacete and the Murcia region. The area accounts for 8% of all homes entered in the property registry by Vallehermoso in 2009.

 North: this area covers the largest number of regions in Spain: the Basque Country, Aragón, La Rioja, Asturias, and Cantabria. The area accounts for 15% of all homes entered in the property registry by Vallehermoso in 2009.

Breakdown of activity in Vallehermoso’s six regions in 2009:

Registration Document - Section 6 - Page 9 Geographic distribution of homes delivered (%) Catalonia 4%

Andalusia 17%

North 15%

Centre 48% Levante; 8% Northeast 8%

Geographic distribution of developments for sale

Catalonia 15% Andalusia 18%

Centre 24% North 19%

Northeast 15% Levante 9%

The breakdown of revenue is as follows:

REVENUE 2009 2008 2007 % Chg 09/08 % Chg 08/07 (€ thousand) Residential product 769,120 952,140 1,128,433 -19.2% -15.6% Gross margin/sales (%) 8.3% 17.3% 27.3%

Land 1,246,746 101,351 261,390 1130% -61.2% Margin % 7.5% 27.1% 44.6%

Total residential product and land 2,015,866 1,053,491 1,389,823 91.4% -24.2% Render ing of services 8,493 33,979 10,200 -75.0% 233.1% Margin % 100.0% 13.7% 100.0% TOTAL REVENUE 2,024,359 1,087,470 1,400,023 86.2% -22.3% Margin % 3.1% 12.6% 25.5%

In 2009, Vallehermoso delivered 3,270 homes, 6.6% fewer than in 2008. At 31 December 2009, Vallehermoso’s revenue totalled €2,024.4 million, of which €769.1 million derived from sales of residential homes, €1,246.7 million from land sales and the remaining €8.5 million from services. Gross margin fell in comparison to previous years due to the greater contribution from land sales, which have a smaller profit margin.

Registration Document - Section 6 - Page 10 In 2008, Vallehermoso delivered 3,491 homes, 5.3% fewer than in 2007. Total revenue was €1,087.5 million, with residential homes contributing €952.1 million, land sales €101.3 million and the remaining €34 million coming from services.

In 2007 the company delivered 3,687 homes, 28.1% fewer than in 2006. Revenue was €1,400.0 million. Of this, €1,128.4 million came from residential homes, €261 million from land sales and the remaining €10 million from services.

Land bank

Vallehermoso’s land bank at 30 September 2010 contained 7.6 million m2 of developable land, enough for 17,795 homes.

Vallehermoso’s land bank at 31 December 2009 contained 6.8 million m2, enough for 17,952 homes.

Vallehermoso’s land bank at 31 December 2008 contained 11.29 million m2, enough to develop 31,000 homes.

Vallehermoso’s land bank at 31 December 2007 had 11.7 million m2, enough to develop 30,771 homes.

Land bank in 2007, 2008, 2009 and at 30 September 2010:

LAND BANK 30/09/10 2009 2008 2007 % Chg 09/08 % Chg 08/07

Amount (€ million) Value of inventories at cost 1,182 1,337 2,588 2,982 -48.4% -13.2% Total area (milllion m2) 7.6 6.8 11.3 11.7 -39.8% -3.4% Buildable area (milllion m2) 2.4 2.4 4.0 3.8 -40.0% 5.3%

The charts below break down the land bank of Vallehermoso Promoción at 31 December 2009 by stage of the planning process and region:

Land: stage of urban planning process

Land readjustment Planning Planning approved Unplanned land underway approved 1% 6% pending final 10% approval 22%

Urban land elgible to apply for permit 61%

Registration Document - Section 6 - Page 11 Land: geographic area

LAND BANK: GEOGRAPHIC REGION

Northeast Andalusia North 11% 23% 11%

Catalo nia levante 6% 16% Centre 33%

Valuation of investment properties

An independent appraisal by Tasaciones Hipotecarias, S.A. (Atis Real Estate) valued Vallehermoso’s investment properties at €3,034 million (€1,744 million for land and €1,290 million for other assets) at 31 December 2009.

Investment properties had previously been valued by Tasaciones Hipotecarias, S.A. (Atis Real) at €5,989 million at 31 December 2008 and by Richard Ellis at €6,969 million at 31 December 2007.

The value of investment properties breaks down is as follows:

(€ million) VALLEHERMOSO ASSET VALUE 2009 2008 2007 Land 1.744 2.698 3.557 Finished work 677 705 365 Work in progress 520 2.292 2.550 Other assets 93 294 497 TOTAL 3.034 5.989 6.969 UNREALISED GAINS 744 1.877 2.538

Underlying gains are not recognised. Accordingly, the market value of the assets is higher than the carrying amount, although this difference would only be seen in the event the assets are sold. When valuing assets, certain assets may appear to be recorded at carrying amounts that are higher than their market value. In these cases, the Group makes the appropriate provisions, regardless of whether there are underlying gains in the overall valuation.

Real-estate development business process

The real-estate development business process comprises the following steps:

 pre-purchase report on land based on technical, financial and commercial studies;

Registration Document - Section 6 - Page 12  urban management completed in an appropriate period;

 technical development, projects, tendering and contracting of building works;

 execution and marketing of the development;

 delivery of homes.

6.1.1.3. Property management (TESTA INMUEBLES EN RENTA)

Testa Inmuebles en Renta is the Group company specializing in rental property. It fulfils a dual mission. Its first role is to generate recurrent income with high EBITDA margin from medium- and long-term leases. The second is to build up unrealized gains in the value of its buildings.

Based on independent appraisals by Richard Ellis (for assets in operation and under construction) and Tasaciones Hipotecarios S.A. (Atis Real Estate, for sites), at 31 December 2009 the value of Testa’s assets was €4,398 million, with unrealized capital gains of €1,231 million.

Testa’s assets at 31 December 2008 and 2007 were valued by Richard Ellis at €4,426 million and €4,725 million, respectively.

(€ million) INVESTMENT PROPERTIES 2009 2008 2007 % Chg 09/08 % Chg 08/07 Rental properties 3822 3802 4189 0.5% -9.2% Other assets 576 624 537 -7.7% 16.2% TOTAL 4,398.0 4,426.0 4,725.3 -0.6% -6.3% UNREALISED GAINS 1,231.0 1,446.0 1,778.5 -14.9% -18.7%

1.- Rentals

Testa had 1,508,472 m2 of rental assets at 31 December 2009, a 4.8% decrease on the 1,583,749 m2 at end-2008, due mainly to the sale of some assets during the year.

The table below breaks down Testa’s rental income by product:

(€ million) REVENUE BY PRODUCT TYPE 2009 2008 2007 % Chg 09/08 % Chg. 08/07 Offices 173.4 178.0 169.5 (2.6%) 5.0% Shopping centres 27.8 35.9 39.3 (22.5%) (8.8%) Hotels 26.9 18.5 16.3 45.7% 13.3% Industrial warehouses 11.5 12.3 11.2 (6.5%) 10.0% Housing 12.5 11.5 11.8 9.1% (3.3%) Senior citizens’ homes 3.2 7.6 7.7 (58.0%) (1.1%) Car parks 1.2 1.1 1.0 4.8% 13.4% TOTAL 256.5 264.9 256.9 (3.2%) 3.1% Revenue from services 13.6 7.7 6.9 77.3% 11.4% TOTAL REVENUE BACKLOG 270.1 272.6 263.8 (0.9%) 3.3%

Rentals by product type at 31 December 2009

Registration Document - Section 6 - Page 13 RENTAL INCOME BY PRODUCT TYPE Hotels Senior citizens' Car parks 9.96% homes 0.43% Other income Industrial 1.19% 5.04% warehouses 4.26% Housing 4.63%

Offices Shopping centres 64.20% 10.30%

A) Geographic distribution

Approximately 54% of the rentals business is carried on in the Madrid region, followed by Catalonia with 15% and France with 12%. The table below shows the geographic distribution of the Group’s rentals business:

RENTAL INCOME BY GEOGRAPHIC MARKET (€ million) 2009 Madrid 138,0 Catalonia 38,4 Paris (France) 30,6 Miami (USA) 14,7 Andalusia 13,1 Balearic Islands 8,7 Other 13,0

TOTAL 256,5 Other income 13,6 TOTAL REVENUE BACKLOG 270,0

RENTAL INCOME BY GEOGRAPHIC MARKET Andalusia Balearic Islands 5% 3% Other 5% Miami (USA) 6%

Madrid 54%

Paris (France) Catalonia 12% 15%

The table below shows the explanatory factors for the change in rental income:

Registration Document - Section 6 - Page 14 RENTS 2009 2008 2008 % Chg 09/08 % Chg 08/07 Rental income (€ thousand) 256,479 264,870 256,934 -3.2% 3.1% Averag e occupied area (m2) 1,479,875 1,513,790 1,507,173 -2.2% 0.4% Averag e unit income (€/M2/month) 14.0 15.0 13.5 -6.7% 11.1% Averag e leasble area (m2) 1,531,137 1,535,845 1,529,565 -0.3% 0.4% Averag e occupancy (%) 96.7% 98.6% 98.5% -1.9% 0.1%

B) Occupancy rate

The final occupancy rate across all business segments is positive, as the table below shows, averaging 95.8% at 31 December 2009. This was mainly due to the inclusion of a housing development under a shared ownership scheme for young people (VPPAOCJ) in the rental portfolio, located at PAU 4 de Móstoles, in the last few days of December, which will be marketed in 2010, and where a high occupancy rate is expected given the favourable conditions associated with this option.

The occupancy rate as a percentage of total m2 for each product at 31 December 2009, is as follows:

OCCUPANCY BY PRODUCT TYPE % Occupancy m2

Housing 94.6% 110,423 Offices 93.9% 585,097 Shopping centres 98.5% 71,958 Logistics centres 97.8% 210,430 Hotels 100.0% 126,136 Senior citizens' homes 100.0% 9,429 Car parks 100.0% 394,999 TOTAL 95.8% 1,508,472

2.- Products

A) Office rentals

Testa’s offices are available for lease in the central business districts of certain major cities. The majority of Testa’s office space is in Madrid (355,271 m2), Catalonia (105,995 m2), Paris and Miami.

Registration Document - Section 6 - Page 15 OFFICES OFFICE M2 AREA PARKING SPACES Ribera del Loira, 60 Edificio Endesa 54,849 1,253 Avenida del Partenón Campo de las Naciones 37,692 663 Avenida de Bruse las, 33 Edificio Indra 33,718 853 Complejo Prince sa Complejo Princesa 33,668 Juan Esplandiú, 11 - 13 Edificio O'donnell 27,679 436 Parque Empre sarial Ática Ática 7 23,395 502 Castellana, 259 Torre SyV 21,390 631 Alcalá, 45 Alcalá, 45 18,655 40 Avenida de Bruse las, 24 Edificio Procter 9,163 243 Avenida de Bruse las, 26 Edificio Codere 8,895 214 Costa brava, 2 - 4 Raqueta 16,000 335 Castellana Castellana, 83-85 15,055 271 Eucalipto, 25- 33 Los Jacintos 14,553 256 Príncipe de Vergara, 187 Príncipe de Vergara, 187 10,732 165 Pedro Valdivia,10 Pedro Valdivia, 10 6,568 89 Juan de Mariana, 17 Juan de Mariana, 17 3,366 60 Josefa Valcarcel, 48 Josefa Valcarcel, 48 19,893 357 MADRID 355,271 6,368 Muntadas I Muntadas I 24,380 640 Avenida de Vilanova, 12-14 Edificios Endesa 16,494 94 Sant Cugat I Sant Cugat 15,374 219 Diagonal 605 Diagonal 605 14,795 217 Sant Cugat II 10 San Cugat 10,008 251 Avenida Diagonal, 514 Diagonal 514 9,721 76 Paseo Gracia, 56 Pase o Gracia 56 8,212 32 Muntadas II Muntadas II 3,783 82 BARCELONA 102,767 1,611 REST OF SPAIN 24,840 173 Tour Adriá Tour Adriá 53,841 615 PARIS (FRANCE ) 53,841 615 Brickell Ave. 1111 Brickell Ave. 1111 48,378 1,105 MIAMI (USA) 48,378 1,105

TOTAL 585,097 9,872

* At 30 September 2010

The main events of 2009 were as follows:

 In line with its asset rotation policy, with a particular focus on selling mature assets, in March 2009 the Group sold the office buildings in Paseo de Gracia, 28, Barcelona, Paseo de la Glorieta, Huelva, Martinez Barrios, Seville and García Lovera, Córdoba realizing gains of €0.8 million,

 The Sacyr Vallehermoso Tower was inaugurated following nearly four years under construction after the first occupancy license was granted in late 2008 by the Madrid City Council. Located in the exclusive Cuatro Torres Business Area (CTBA) in Madrid, at 236 metres high the Sacyr Vallehermoso Tower is the third tallest skyscraper in Spain and

Registration Document - Section 6 - Page 16 among the 200 tallest buildings in the world. With a total of 64 floors (six underground), the building houses both a hotel and office space available for rent.

B) Shopping centre rentals

Testa’s shopping centre portfolio comprises five centres, plus the premises owned by real-estate funds, which it also manages. All the shopping centres are located in the best commercial areas of capitals and other growing cities.

In 2009, Testa transferred its stake in the Parque Corredor shopping centre, in Madrid’s Torrejón de Ardoz district, realizing capital gains of €58.6 million.

SHOPPING CENTRES (30/09/10)

SHOPPING CENTRE LOCATION M2 AREA NO. OF PREMISES

Porto Pi Palma de Mallorca 14,575 135 Terrazas Porto Pi Palma de Mallorca 11,784 34 Larios Malaga 21,504 152 Complejo Princesa Madrid 13,202 51 Centro Oeste Madrid 10,893 69 TOTAL 71,958 441

C) Logistics centre rentals

Testa’s portfolio of logistics centres covers 210,430 m2 and is made up of the buildings listed below. All of these are located in the best commercial areas of regional capitals and other growing cities and enjoy high occupancy rates.

Testa logistics centres and industrial warehouses:

LOGISTICS CENTRES (30/09/10) PROPERTY LOCATION M2 AREA Logistics centre Cabanillas del Campo (Guadalajara) 70,134 Logistics centre Alovera (Guadalajara) 39,879 Logistics centre Coslada (Madrid) 35,934 Logistics centre Azuqueca Henares (Guadalajara) 27,995 Logistics centre Pedrola (Zaragoza) 21,579 Logistics centre Lliça de Vall (Barcelona) 14,909 TOTAL 210,430

D) Residential rentals

New schemes by national and regional governments to develop residential rental property coupled with financial and tax incentives are helping revive this market. To streamline the management of its housing stock the Group created Testa Residencial as its operating arm in this business. Most of the rental homes enjoy some government subsidy but the portfolio also includes some privately rented accommodation. At 30 September Testa Residencial had 1,534 homes on its books:

Registration Document - Section 6 - Page 17 M2 ABOVE PARKING PROPERTY (30/09/10) HOMES GROUND SPACES Plaza Castilla 20,574 302 0 Valdebernardo 7,030 94 100 Conde Xiquena 17 1,664 15 14 Alcorcón 10,750 159 182 MADRID PRIVATE HOUSING 40,018 570 296 Pavones Este 7,574 104 115 Usera 11,958 148 148 Leganes 6,864 80 103 Mostoles I 5,620 104 109 Mostoles II 4,082 75 92 MADRID GOVERNMENT-SUBSIDISED HOUSING 36,098 511 567 Alameda de Osuna 9,318 95 95 SPECIAL PRIVATE HOUSING 9, 318 95 95 Sta. María Benquerencia 10,327 103 103 TOLEDO PRIVATE HOUSING 10,327 103 103 Benta Berri (Basque government housing concession) 18,744 255 277 S. SEBASTIAN CONCESIONES 18,744 255 277

TOTAL 114,505 1,534 1,338

E) Hotel rentals

The hotels, all wholly owned by Testa except for the 50%-owned Hotel AC Forum (Barcelona), are in well-located landmark buildings, with prime transport connections. Total hotel floorspace in operation is 126,136 m2.

Testa hotels:

HOTELS (30/09/2010) HOTEL CITY CHAIN M2 AREA ROOMS CATEGORY Eurostars Madrid Tower Madrid Hotusa 31,800 474 * * * * * Eurostars Grand Marina Barcelona Hotusa 20,030 274 * * * * * AC Forum Barcelona AC 13,768 184 * * * * NH Sanvy Madrid NH 13,707 149 * * * * Puerta Castilla Madrid Silken 13,180 262 * * * * Tryp Barcelona Aeropuerto Barcelona Sol M eliá 10,125 205 * * * * Tryp Oceanic Valencia Sol M eliá 9,308 197 * * * * Tryp Alameda Malaga Sol M eliá 6,000 136 * * * * Tryp Jerez Je re z Sol M eliá 4,637 98 * * * * Eurostars Gran M adrid Madrid Hotusa 3,581 100 * * * * TOTAL 126,136 2,079

F) Senior citizen home rentals

Testa’s business model in this area concentrates on building homes which are then leased to a specialist operator. This eliminates management risk. The design of each home is tailored to the community in which it is located and the user profile, but always ensures the highest standards of construction and services to meet the full needs of residents, whatever their level of dependency.

In line with the Group’s asset rotation policy, in 2009 Testa sold the Les Corts, Consejo de Ciento and Sagrada Familia homes, all located in Barcelona, as well as Los Madrazo in Santander and Arroyo de la Vega in Madrid. The disposals yielded an €8.5 million capital gain.

Registration Document - Section 6 - Page 18 SENIOR CITIZENS’ HOMES (30/09/10) HOME CITY M2 AREA ROOMS BEDS Faro de Hércu les La Coruña 5,829 93 138 El Viso Madrid 3,600 95 119 TOTAL 9,429 188 257

G) Car park rentals

Most of the parking spaces rented out are in the basement of buildings managed by Testa (offices and residential buildings among others) and are leased along with space in the main building (e.g. a flat with two parking spaces).

Planned works

At 31 December 2009 work in progress was valued at €34.1 million. Of this, €12.5 million related to a site for a senior citizens’ home, €5.3 million to various rent-to-own developments for young people commissioned by the Madrid regional government, which are at different stages of development, and the rest to other projects.

Investment properties

Assets for rent at 31 December 2009 were valued at €4,398 million, including unrealized gains of €1,231 million.

The breakdown of the value by product is as follows:

(€ million) ASSET VALUE 2009 2008 2007 % 09/08 % 08/07 % of total Offices 2.572,7 2.596,7 2.925,7 -0,9% -11,2% 58,5% Shopping centres 302,8 450,7 492,7 -32,8% -8,5% 6,9% Residential rentals 281,0 255,7 267,8 9,9% -4,5% 6,4% Hotels 459,5 258,4 216,5 77,8% 19,4% 10,4% Industrial warehouses 136,8 147,1 156,4 -7,0% -5,9% 3,1% Senior citizens’ homes 20,2 81,8 97,7 -75,3% -16,3% 0,5% Work in progress, plots and others 575,6 600,4 536,8 -4,1% 11,9% 13,1% Other 49,4 35,6 31,7 38,7% 12,3% 1,1% TOTAL 4.398,0 4.426,4 4.725,3 -0,6% -6,3% 100,0%

Rental assets were valued by discounted cash flows, based on the following assumptions:

 A 10-year discount period.

 Annual net revenue forecasts and residual value at the end of the forecast period.

 An internal rate of return.

 Net revenue based on contracts and expected rent increases.

 Residual value based on a specific expected exit yield for each type of asset.

Registration Document - Section 6 - Page 19 6.1.1.4. Infrastructure concessions (ITINERE-SACYR CONCESIONES)

Activity

SyV Group first entered the concessions business in 1996. It was developed through Itínere, which was gradually built up through tenders and acquisitions, including the acquisition of 50% of Avasa in 2000, the ENA buyout in 2003 and the Europistas merger early in 2008.

On 1 December 2008 Sacyr Vallehermoso signed an agreement with Citi Infrastructure Partners L.P. for the sale of the subsidiary Itínere Infraestructuras (see Section 5.2.1 above).

Following the disposal of Itínere, Sacyr Vallehermoso retained certain concessions, either under construction or in the ramp-up phase. These now make up the SyV Group’s concessions arm, under the name Sacyr Concessions.

The information that follows refers only to the business of Sacyr Concesiones.

Sacyr Concessions

At 31 December 2009, Sacyr Concesiones had a portfolio of 29 concessions in six countries. Of these, 18 are toll motorway concessions, 15 in the EU (Spain: 11, Portugal: 1, Ireland: 2, Italy: 1) and 3 in South America (Chile: 1, Costa Rica: 2). It also holds 11 concessions for other assets, namely three hospitals in Madrid, two hospitals in Portugal, two transport hubs in Madrid, two underground lines (one in Seville and one in Tenerife), one airport in Murcia and one motorway service station company.

Of the 29 concessions, 10 are under development and 19 are in full or partial operation, including 11 motorways totalling 787.7 km.

% CONSOLIDATION TOTAL FIRST YEAR LAST YEAR CONCESSION MOTORWAY SE CTION OWNERSHIP METHOD KM OF OPERATIONOF OPERATION Madrid - Levante Motorway AP-36 Ocaña-La Roda 40,00% Equity 177,0 2006 2040 Madrid accesses (R-3 and R-5) R-3 M-40 - Arganda del Rey 25,16% Equity 31,8 2004 2049 R-5 M-40 - Navalcarnero 25,16% Equity 28,9 2004 2049 M - 50 A-6 - M-409 25,16% Equity 29,6 2004 2049 Aunor C-415 Alcantarilla - Caravaca de la Cruz 100,00% Full 62,2 2001 2026 Autopista Madrid Sur (R-4) R-4, M-50 R-4 (M-50 - Ocaña); M-50 (A-2 A-4) 35,00% Equity 93,5 2004 2065 Pamasa MA-15 Palma Mallorca-Manacor 40,00% Proportionate 43,7 2007 2042 Viastur AS-18, AS-17 AS-18 (oviedo - Porceyo), AS-17 (Lugones - Bobes) 70,00% Full 26,8 2007 2035 Neopistas EE:SS Alberique 100,00% Full NA 2006 2027 Neopistas EE:SS Valdáliga 100,00% Full NA 2003 2025 Neopistas EE:SS Guitriz - Calzadilla de los Barros 100,00% Full NA 2004 2030 Plaza Eliptica transport hub Plaza Elíptica (Madrid) 93,44% Full NA 2007 2040 Parla hospital Parla (Madrid) 100,00% Full NA 2007 2035 Noreste hospital Coslada (Madrid) 100,00% Full NA 2007 2035 Eresma motorway CL-601 Cuellar-Segovia 80,00% Full 49,2 2008 2041 Moncloa transport hub Moncloa (Madrid) 86,65% Full NA 2008 2043 Turia motorway CV-35 Valencia-Losa del Obispo 89,00% Full 54,0 2008 2040 Barbanza motorway AG-11 Padrón - Ribeira 80,00% Full 40,1 2008 2036 Majadahonda hospital Majadahonda (Madrid) 20,00% Equity NA 2008 2035 Sol motorway San José - Caldera (Costa Rica) 35,00% Proportionate 76,8 2010 2033 Seville metro Line 1 Dos Hermanas-Aljarafe 32,77% Equity 18,08 2009 2038 Galway - Ballinasloe N-6 Doughiska - Tulrush (Ireland) 45,00% Proportionate 56,0 2009 2037 TOTAL CONCESSIONS OF SACYR CONCESIONES IN OPERATION 787,7 Guadalmedina motorway Ap-46 Málaga - Alto Las Pedriz as 80,00% 24,5 2011 2042 Arlanzón motorway Santo Tomé del Puerto-Burgos 100,00% 146,0 2010 2026 Valle motorway San José/Aeropuerto - San Ramón (Costa Rica) 35,00% 65,8 2011 2034 M50 - Dublin M-50 Dublin ring road (Ireland) 45,00% 43,3 2010 2042 Murcia airport Corvera (Murcia) 60,00% NA 2010 2047 Tunel do Marao IP-4 Amarante - Vilareal (Portugal) 55,00% 29,8 2012 2038 Vallenar - Caldera motorway Norte de la Ruta 5 Vallenar-Caldera (Chile) 100,00% 224,0 2011 2023 Braga hospital Braga (Portugal) 51,00% NA 2011 2038 Azores hospital Azores (Portugal) 40,00% NA 2012 2038 Pedemontana - Veneta Vicenza - Treviso (Italy) 60,00% 95,0 TOTAL CONCESSIONS OF SACYR CONCESIONES UNDER CONSTRUCTION 628,4 TOTAL SACYR CONCESIONES 1.416,0

1. Traffic and toll income

At 31 December 2009, Sacyr Concesiones made revenue of €92.7 million, compared to €71.1 million in 2008, representing growth of 30.4%. This growth was due in part to the positive

Registration Document - Section 6 - Page 20 performance of concessions, and in part to base effects from the Spanish shadow toll routes in Turia (opened in August 2008), Eresma (opened in September 2008) and Barbanza (opened in December 2008) which only made a part-year contribution in 2008, and the opening on 7 June 2009 of a section of the San José-Caldera motorway in Costa Rica. On 18 December 2009, the N-6 motorway between Galway and Ballinasloe opened in Ireland.

Traffic levels on Spanish motorways in 2009 were affected by the economic downturn. However, it is worth noting the strong performance by Viastur and the other two urban transport hubs. The traffic variations on the Eresma and Turia motorways are not significant, since they only came into operation in September and August 2008 respectively. For the Palma-Manacor and Aunor concessions, revenues rose despite a downturn in traffic.

The trend in traffic and toll income from the concessions in which Sacyr Concesiones is involved is shown below.

2009 2008 2007 % Chg 09/08 % Chg 08/07 (€ million) Toll income ADT Toll income ADT Toll income AD T Toll income ADT Toll income ADT Sacyr Concesiones 90.6 17,867 70.0 16,606 26.8 16,434 29.4% 7.6% -61.7% -1.0% Aunor 10.2 12,038 9.9 12,214 9.6 12,720 3.9% -1.4% -3.0% 4.1% Viastur 6.0 20,821 5.7 20,552 2.9 18,887 4.4% 1.3% -48.3% -8.1% Pamasa 3.5 20,902 3.3 21,394 2.1 20,667 6.2% -2.3% -35.9% -3.4% Turia 10.8 36,719 4.8 36,758 n/a 122.7% n/a n/a n/a Eresma 5.0 6,099 1.3 5,492 n/a 300.3% n/a n/a n/a Barbanza 4.2 12,359 - - - - n/a n/a n/a n/a San Jose- Caldera road link 1.9 53,309 - - - n/a n/a n/a n/a N-6 Galway-Ballinasloe 0.1 - - - n/a n/a n/a n/a Noreste hospital 14.2 14.3 4.1 -0.6% n/a -71.6% n/a Parla hospital 13.3 13.2 3.9 1.4% n/a -70.3% n/a Plaza Eliptica transport hub* 6.9 8,173,256 6.6 8,611,973 4.2 3.9% n/a -36.5% n/a Moncloa transport hub* 12.0 22,747,838 8.7 20,581,539 2.0 39.0% n/a -76.5% n/a Neopistas 2.3 2.3 2.3 1.7% n/a 0.2% n/a * No. of trav ellers

2.- Contracts awarded

The main concessions operated by Sacyr Concesiones in 2009 and their key features are as follows:

 The contract to build and manage the new Pedemontana-Veneto motorway linking Venice and Milan, in Italy. The 46-year concession project entails a budget of €2,120 million and covers a total length of 90 km.

 The contract to build and manage non-healthcare services at the Hospital Universitario in Braga, Portugal. The 30-year contract has 28 years left to run and entails an investment of €140 million.

 The contract to build and operate non-healthcare services in a hospital on Terceira Island in the Azores island chain. The project entails an investment of €86 million with a 30-year management period of which 27 years remain.

 The contract to manage, maintain and operate the Vallenar-Caldera stretch of Northern Route 5 (224 km).

Three concessions entered into service during the year, namely:

 Line 1 of the Seville Metro, a 30-year concession with a 30-year operating contract.

 The N-6 Galway-Ballinasloe motorway, a 32-year concession run by a consortium of which Sacyr Concesiones forms part with a 28 year operating period.

 A section of the San José-Caldera motorway in Costa Rica, opened in June 2009.

In 2010, the second section of the Costa Rica Autopista del Sol was opened. This concession runs

Registration Document - Section 6 - Page 21 for 27 years with an operating period of 24 years.

6.1.1.5. Services (VALORIZA GESTION)

Activity

Valoriza is the SyV Group’s services subsidiary. It heads a subgroup of companies providing a range of services linked to the Group’s core activities of construction, real-estate development, property management and concessions.

The aim is to build the services division as a source of growth within the Group that will help smooth the Group’s earnings at the same time as exploiting and developing synergies with the other areas.

The four major fields of operation are:

 Water: this includes developing individual water treatment activities (drinking water, purification and desalination) and fully integrated water cycle management from source to distribution and return to the system.

 Alternative energies: development, execution, maintenance and management of various clean energy generation systems which help to reduce pollutant emissions. The types of system envisaged are: biomass, wind and solar power generation, thermal solar plants and cogeneration (using farming and industrial waste).

 Multi-services: This covers a disparate set of labour-intensive services where the ability to access and organize networks is a key element. These include businesses like motorway service stations, building maintenance, building and store cleaning, healthcare services, gardening, environmental recovery, motorway maintenance plus a number of similar activities that are currently under consideration.

 Environmental and public services: integrated management of all kinds of waste including collection of sorted or mixed waste, transport, treatment with different processes for recycling and recovery to reduce the environmental impact. This area includes road cleaning, which covers both sweeping and flushing as well as more specialist services such as cleaning of beaches and bin emptying.

Highlights for the services division’s most important businesses in 2007, 2008, 2009 and the year to 30 September 2010 are as follows:

Revenue (€ million) 2009 % of total 2008 % of total 2007 % of total Water 253,758 27.4 237,000 27.4 178,290 28.2 Alte rnative energies 182,584 19.7 144,225 16.7 56,928 9.0 Environment 285,504 30.8 278,782 32.2 244,621 38.6 Multi-services 204,350 22.1 206,138 23.8 153,241 24.2 Total 926,196 100.0 866,145 100.0 633,080 100.0

Water

This business line encompasses two main fields of activity: engineering, development, construction, maintenance and operation of all types of water-related plants (drinking water and water purification plants, desalination plants, tertiary treatments and recycling, industrial waste water treatment, agricultural treatment, etc.) and the integrated management of the water cycle under public sector concessions or in the private sector. Revenue from this activity was €253

Registration Document - Section 6 - Page 22 million in 2009, up by 7.3% on the previous year.

These activities are carried out by Valoriza Agua in Spain and AGS in Portugal and Brazil, where they serve a total of over 2.9 million people.

Valoriza Agua’s backlog of contracts, in Spain and abroad, totals more than €6,104 million.

Noteworthy activities include integrated water cycle management in Santa Cruz de Tenerife through the subsidiary Emmasa, as well as management of Emalsa, a company which provides integrated drinking water distribution in Las Palmas de Gran Canarias. Valoriza Agua also has a contract for integrated water cycle management in Alcalá de Henares (Madrid). In Portugal, AGS supplies 15 municipalities, including Setúbal, Cascáis, Gondomar and Barcelos. In Brazil, AGS also runs two concessions in Sao Paulo state.

In 2009 the company won a 25-year concession for Guadalajara. This was the year’s biggest tender and means Valoriza Agua will provide services to over 80,000 people, bringing in revenue of €290 million.

The company also won the concession for Alamillo, and in Melilla it won two important and complementary contracts relating to domestic water services.

For project development and execution, Valoriza Agua operates through its wholly-owned subsidiary Sadyt, active in the field of desalination and water treatment. In 2009 it continued its vigorous expansion both in Spain and internationally.

The company has major projects under way in Spain and abroad.

In that regard, the following noteworthy contracts were won in 2009:

 Impulsion and distribution of desalinated water from the marine water desalination plant in Carboneras (Almería).

 Construction of the Arroyo Quiñones wastewater treatment plant for Canal de Isabel II

 Construction of the new drinking water impulsion and distribution network in Cabrerizas (Melilla)

 Expansion of the Tres Cantos wastewater treatment plant for Canal de Isabel II

 Operation and maintenance of the wastewater treatment plant in Vilarrubia de Santiago, Toledo

Internationally, the company won the contract for the seawater desalination plant in Ashdod (Israel), with annual capacity of 100 million m3 (320,000 m3/day), by reverse osmosis, amounting to €300 million.

Registration Document - Section 6 - Page 23 WATER CYCLE CONCESSIONS END OF POPULATION VALORIZA % VALORIZA PORTFOLIO (€M) Customers Hm3 CONTRACT SERVED EMALSA 33 ,00% 2043 1.055 398.000 162.200 31,0 Las Palmas,Santa Brigida EMMASA 94,60% 2031 1.567 223.200 70.200 22,0 Santa Cruz de Tenerife GUADALAGUA 60,00% 2033 180 80.000 30.000 10,0 AGUAS DE ALCALÁ 25,00% 2029 100 201.400 45.500 24,0 Alcalá de Henares ALMADEN 100,00% 2028 20 6.300 3.840 0,4 SAN VICENTE DE LA 100,00% 2024 13 4.650 3.934 0,6 BARQUERA PIOZ 60,00% 2033 43 3.600 1.928 0,4 SPAIN 2.978 917.150 317.602 88,4 AGUAS DO SADO 40,00% 2022 130 117.000 61.300 12,0 Setubal TRATAVE 40 ,00% 2026 70 360.000 300 16,0 Guimaraes, Santo Tirso, Vila Nova AGUAS DA FIGUEIRA 40 ,00 % 2034 159 70.000 38.200 6,0 Figueira Da Foz AGUAS DE CASCAIS 43 ,00% 2025 383 188.000 107.000 24,0 Chascáis AGUAS DE CARRAZEDA 75 ,00% 2031 38 9.000 5.200 0,5 Carrazeda AGUAS DE GONDOMAR 42 ,96% 2026 229 194.000 74.200 12,0 Gondomar AGUAS DE ALENQUER 40 ,00% 2033 93 40.000 22.200 5,0 Alenquer AGS PAZOS DA FERREIRA 90 ,00% 2034 366 53.000 7.100 1,0 Pazos de Ferreira AGUAS DE BARCELOS 75 ,00% 2034 721 155.000 40.000 4,0 Barcéelos AGUAS DO MARCO 50 ,80% 2039 430 56.000 24.500 0,5 Marco de Canaveses TAVIRAVERDE 31 ,85 % 2026 76 22.000 27.000 3,4 Tavira AGUAS DA SERRA 10 0, 00% 2035 106 21.000 1 2,0 Covilha COVILHA 49,00% 2033 250 55.000 27.000 4,5 Covilha FAGAR 32 ,83 % 2040 45 57.000 32.000 1,5 Faro PORTUGAL 3.096 1.397.000 466.001 92,4 AGUAS DE MANDAGUAHY 84,90% 2021 27 103.000 1 5,4 SANEAR 54,00% 2015 3 329.000 1 13,4 BRAZIL 30 432.000 2 18,8 TOTAL 6.104 2.746.150 783.605 200

* December 2009 Population served = number of people. Hm3 = cubic hectometres

Energy

This activity is managed by Valoriza Energía, which is responsible for the execution, start-up and ongoing operation of the Group’s projects.

Valoriza Energía oversees the SyV Group’s actions in the areas of energy, focusing on the development, construction and operation of energy efficiency and renewable energy projects.

Its core business lines are as follows:

Registration Document - Section 6 - Page 24 1.- Cogeneration

This includes preliminary energy studies, technological design, construction, start-up and operation. Valoriza Energía through its subsidiary Iberese has built more than 85 combined cycle power and renewable energy plants for private sector clients, with a total installed capacity of over 900 MW. The company consistently applies the most innovative technical solutions available and is constantly seeking out niche markets. Valoriza subsidiaries operate six cogeneration projects for drying olive oil waste. The Linares (Jaén) came onstream in May 2009, with an installed capacity of 25 MW.

COGENERATION P LANTS (30/09/10) POWER CAPACI TY GENERATED PLANT (MW) (MWh/year) Las Villas (Villanueva del Arzobispo, Jaén) 24.9 150,000 Puente del Obispo (Puente del Obispo, Jaén) 24.9 150,000 Pata de Mulo (Puente Genil, Córdoba) 17.5 105,000 Olextra (Vilan ueva de Algaidas, Málaga) 16.9 101,400 La Roda (Seville) 8.2 49,200 Linares (Linares, Jaén) 25.0 150,000 TOTAL 117.4 705,600

The main benefits of these plants can be summarized as follows:

 Saving of primary energy.

 Reduction in CO2 emissions.

 Extraction of olive oil without benzopyrenes making it suitable for consumption.

 The extraction process also creates biomass that can be used as fuel.

 Maintenance and creation of stable skilled jobs in rural areas.

2.- Biomass

Valoriza Energía covers all aspects of the biomass energy recovery process, from sourcing the resources to transport logistics, storage, and energy recovery.

Regarding biomass sources, Valoriza Energía is developing new energy crops with high yields for biomass production, which makes viable the replacement of traditional farming crops by energy crops. It has sown more than 160 hectares of land and harvested over 17,000 tonnes of biomass suitable for conversion into energy. It is also investing in the development of new machinery for collecting waste left after agricultural and forestry work that will make it worthwhile to collect, transport and convert the waste into energy.

With regard to biomass applications, particularly power generation, Valoriza Energía is the majority shareholder and operator, via subsidiaries, of three biomass power plants since the Linares plant came onstream in 2009:

BIOMASS PLANTS (30/09/10) PLANT CAPACITY (MW) POWER GENERATED (MWh/year) Extragol ( Villanueva de Algaidas, Málaga ) 8.5 49,087 Biomasas de Puente Genil ( Córdoba ) 9.8 54,635 Bioeléctrica de Linares ( Linares, Jaén ) 15 86,625 TO TAL 33.3 190,347

Registration Document - Section 6 - Page 25  Extragol is an 8.5 MW electricity generating plant fuelled by biomass located in Villanueva de Algaidas, in the province of Málaga.

 Biomasas de Puente Genil, is a 9.8 MW biomass power plant in Puente Genil, Córdoba province.

 Bioeléctrica de Linares is an 15 MW electricity generating plant fuelled by biomass. It is located in Linares, Jaén province.

3.- Energy management

Consultancy and implementation of energy efficiency plans and measures. Several district heating and cooling projects are now at various stages of development. These will serve large groups of people supplying the energy needs of citizens to a high level of comfort and far better energy performance that individual systems of central heating, hot water and air conditioning. In some cases, the use of biomass as fuel is also under consideration.

In 2009, a biomass-fuelled district heating and cooling system was launched in the Mengibar oil technology park (Jaén). By burning olive tree wood it can supply heat and cooling to all the park’s businesses air conditioning over 35,000 m2 of space. This is the only project of its kind in Europe. All installations built to date supply heating but not cooling. Investment in the project was €5.4 million.

4.- Solar power

With respect to solar energy, Valoriza Energía is currently participating in three projects for solar thermal power plants.

These plants produce electricity by harnessing the thermal energy in solar radiation. They use parabolic trough collector technology.

The company expects to start up the Lebrija complex, which is 85% complete, in June 2011.

5.- Wind power

In the field of wind energy, the Extremadura regional government granted Valoriza Energía the contract to build and operate three wind farms, with total installed capacity of 64 MW and an investment of €76.8 million. The three installations located in the Badajoz province are: the 16 MW Cabrera wind farm in Calzadilla de los Barros, the 26 MW San Nicolás wind farm in Valle, Higuera and Zalamea de la Serena, and the Santa Inés wind farm in Peraleda del Zaucejo.

Valoriza Energía subsidiaries are studying possible wind farm sites with total potential capacity of more than 500 MW, both in Spain (Aragón) and abroad.

Multi-services

Includes a variety of labour intensive services: facilities management, management of motorway service stations, healthcare services, motorway maintenance, etc.. The wide variety of activities covered by this area makes it more convenient to describe the businesses one at a time.

Valoriza Facilities

Facilities management: includes internal and external cleaning of all types of public and private sector buildings, facility maintenance, renovation, security, gardening, reception, internal and external mail, healthcare and ancillary services of all kinds. In 2009, Valoriza Facilities continued to consolidate its presence in Spain with new contracts, winning €140 million in new business.

Registration Document - Section 6 - Page 26 Most of the company’s work is in the sectors of healthcare, culture, education, industrial transport, singular buildings and social services.

In 2009, the company won the following contracts.

It was awarded the maintenance contract for the prison facilities at Daroca, Teruel and UAR Dependientes.

In the third quarter, the cleaning contracts at the University of Málaga, the Hospital of San Cecilio (Granada) and the Prado Museum as well as the maintenance contract at the Oviedo University were extended.

The company Valoriza Servicios a la Dependencia, created during this financial year, has been awarded several contracts for support services to social care provisions, including home care services for councils in the provinces of Zamora and Jaén, home care services in León, support services in the district of Majadahonda (Madrid) and the management of a care home and a day centre in Barbastro (Huesca), as well as the management of two care homes in Valencia (Puerto de Sagunto and Puzol) and two more in Alicante (Elche y Benejuzar), representing a total of 367 residential care places and an additional 45 places in the day centre.

Cafestore

Cafestore provides restaurant services in motorway service stations and hospitals. At December 2009 Cafestore operated in 26 service stations in Spain and three hospitals in the region of Madrid. Cafestore’s service stations are located on the busiest motorways in ten regions of Spain. Revenue in 2009 was €25 million.

The following service stations opened in 2009:

 Double service area on the A-48 highway in Conil (Cádiz), including operation of the cafeteria and restaurant (May 2009)

 Lopidana (Álava) service area, located on both sides of the A-1 motorway at km point 350 (September 2009)

Valoriza Infraestructuras

Valoriza Infraestructuras is responsible for the maintenance and conservation of 4,588 km of motorways. The company also maintains 6 dams, a small-scale hydroelectric plant, and a network of irrigation canals covering over 100 km, activities which constitute a new business line serving water authorities.

The company plans to develop its niche in servicing and maintenance of airport and rail facilities.

Contracts won during the year include:

Substantial maintenance on the Esterri D’Aneu stretch of motorway (Catalonia Regional Government)

Improvement works (under Plan E, the Spanish economic stimulus program) in the city of Les

Maintenance of the Casares Reservoir (Acuaduero)

Maintenance and operation of the A-5, N-502, and N-Va motorways in the province of Toledo (Ministry of Public Works)

Registration Document - Section 6 - Page 27 Maintenance and operation of the A-5, A-40, N-403, N-Va and N-403 motorways in the province of Toledo (Ministry of Public Works).

Environment

Sufi is the parent for a group of companies active in the environmental services sector. Between them, Sufi’s subsidiaries cover the whole of the waste management cycle: waste collection, recycling and energy recovery; recovery of by-products from waste water purification by drying and composting residues, development of green spaces and environmental restoration and landscaping as well as management of municipal services (road cleaning, gardening, regulated parking, infrastructure maintenance, etc.).

The scope of the services offered covers all phases, from project management and construction to operation and maintenance of the facilities.

Contracts won in 2009 included the following:

Municipal services

 Municipal solid waste collection, removal, cleaning and placement of containers, and street cleaning in San Fernando de Henares (Madrid). Under this €61 million contract, services will be provided to more than 41,000 residents over the 15-year concession period.

 Municipal street cleaning and waste collection services in Vilanova i la Geltrú (Barcelona), for a total of €48.45 million (8-year contract)

 26 local projects falling under the State Fund for Local Investment (Plan E), totalling €24.85 million. One notable project relates to creation of sports facilities and areas in Parque Juan Pablo II (Madrid), for €4.30 million.

 Outdoor cleaning service on the “Land Side” and “Air Side” of the Madrid Barajas airport, for a total of €16.1 million over the next three years. Service will be provided 24 hours a day, 365 days a year.

Waste treatment

 Management of the municipal waste classification, recycling and waste-to-energy services in La Rioja (Ecoparque de La Rioja), for €197 million (20-year concession).

 Preparation of plans, construction, and operation of a thermal drying plant to process sludge from wastewater treatment plants in the province of Castellón, amounting to €70.68 million (25-year contract).

 Planning, construction, and start-up of a biomethanation plant to treat the organic component of selected municipal waste at the COGERSA Waste Treatment Centre in La Zoreda (Asturias), for €16.47 million (32-month contract).

6.1.2. Sacyr Vallehermoso Foundation

The Group’s foundation, Fundación Sacyr Vallehermoso, was created on 4 July 2008 and is entered in the Foundations Registry under number 833, in accordance with the Ministerial Order of 22 September 2008. The Foundation serves as the vehicle through which the Company, as its founder, channels and centralises its philanthropic projects. In that regard, the Foundation enters into collaboration agreements with other foundations, associations, non-governmental organisations, and other agencies in order to carry out projects in the following fields: promotion

Registration Document - Section 6 - Page 28 and sharing of arts and culture; promotion of human rights, social assistance and health care; assistance for populations groups at risk of marginalisation; vocational training, workforce placement and job creation for disabled individuals; environmental protection, awareness and research; vocational training, scientific research and technological development in all fields and especially in construction and engineering; promotion and support for sports; protection of heritage and arts; civic education and promotion of constitutional values; and assistance for victims of terrorism.

The foundation has designed several internal operating guidelines in order to manage all aspects of its activities. Firstly, the foundation follows internal procedure PG-AS-01, which establishes the operating procedures to follow regarding social welfare activities.

Secondly, the foundation applies a money laundering prevention protocol. Point 11 of this protocol sets out the controls and tests to be applied to gift contributions of funds or resources. The foundation submits all its proposed operations to the Money Laundering Prevention Department for approval. Thirdly, section 7.2 of the newly-drafted Ethics and Conduct Code, in force since 1 December 2010, regarding donations and social projects, establishes the basic requirements for these projects, in view of the Company’s commitment to integrity and transparency. In that regard, all projects and donations must comply with the following: internal and, where appropriate, external authorisations, recognised prestige and moral solvency of beneficiaries, accurate reflection in the Company’s accounting registers, and exclusive use in line with the foundation’s mission and aims.

6.1.3. Significant new products and/or services that have been introduced

No significant new products or services have been introduced other than those described in Section 6.1.1 above.

6.2. Principal markets

6.2.1. Financial statements by business

The table below shows income statement data for each of Sacyr Vallehermoso’s business lines in 2009, 2008 and 2007. Holding company data refers to the corporate activity of Sacyr Vallehermoso S.A., which provides support services to the Group’s other business areas and to returns on the investments in Repsol YPF and Eiffage. In the construction area, Sacyr and Somague are shown separately for greater clarity.

Registration Document - Section 6 - Page 29 CONSOLIDATED INCOME STATEMENT FOR THE YEAR 31 DECEMBER 2009 Contribution Holding and (€ thousand) Sacyr from Vallehermoso Testa Valoriza Somague Adjustments TOTAL investees concessions

Revenue 2.435.255 92.738 2.024.359 270.028 926.196 796.956 0 -687.937 5.857.594 Other income 153.685 17.695 28.981 1.466 76.669 44.752 78.911 -113.303 288.855 Total operating income 2.588.940 110.433 2.053.340 271.494 1.002.865 841.707 78.911 -801.241 6.146.449 External and operating expenses -2.450.111 -46.870 -1.990.450 -61.444 -879.718 -806.705 -151.327 690.323 -5.696.302 GROSS OPERATING PROFIT/(LOSS) 138.829 63.562 62.890 210.051 123.147 35.002 -72.416 -110.918 450.147 Depreciation and amortisation expense -45.144 -46.086 -2.502 -45.540 -40.817 -13.283 -4.126 21.964 -175.535 Current provisions -2.259 0 -196.232 -6.341 -7.877 -4.300 -30.002 0 -247.012 ORDINARY OPERATING PROFIT/(LOSS) 91.426 17.476 -135.844 158.170 74.452 17.419 -106.544 -88.954 27.601 Change in provisions for non-current assets -31.014 0 0 -31.014 NET OPERATING PROFIT 91.426 17.476 -135.844 127.156 74.452 17.419 -106.544 -88.954 -3.413 Net finance income/(costs) 15.245 -41.965 -70.624 -61.748 -24.767 -5.513 -367.007 -10.392 -566.770 Net foreign exchange differences -536 -16 0 0 -606 342 -39 17 -839 Share of profit (loss) of companies accounted for using the equity method -461 -22.500 45 -487 -779 407 232.080 -379.402 -171.096 Provisions for financial investments 0 0 4.889 0 -50 0 324.230 -324.109 4.960 Change in value of financial instruments at fair value through profit or loss 0 -96 0 0 -53 0 0 0 -148 Gain/(loss) on disposal of non-current assets 3.920 -3 -865 65.270 -1.861 0 39 -2.366 64.134 Profit/(loss) before tax 109.594 -47.104 -202.399 130.192 46.337 12.655 82.759 -805.206 -673.172 Income tax expense -25.413 7.208 59.290 -24.852 -12.015 -5.038 45.528 231.323 276.032 PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 84.182 -39.896 -143.109 105.340 34.321 7.617 128.287 -573.883 -397.140

DISCONTINUED OPERATIONS 0 0 0 0 0 0 850.567 60.356 910.923

PROFIT/(LOSS) FOR THE PERIOD 84.182 -39.896 -143.109 105.340 34.321 7.617 978.854 -513.527 513.783 Attributable to minority interests -1.429 3.131 -72 -129 -886 -114 0 -8.325 -7.824 ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 82.753 -36.765 -143.180 105.212 33.435 7.503 978.854 -521.852 505.959

(I) Sacyr’s net finance income amounted to €15,245 thousand, given that finance income exceeded finance cost in this division. This was because the volume of borrowings was less than that of internal loans granted to other Group divisions. In any event, this finance income has no impact on consolidated level.

(II) In contributions from the concessions activities, losses from equity-accounted companies amount to €22,500 thousand. This includes the contribution from concessions in which the Group has a minority holding (Madrid- Levante, Accesos de Madrid, Autopista Madrid Sur, Hospital de Majadahonda, Metro de Sevilla). These concessions incurred losses during the year because they were in ramp-up phase (the first five years of

Registration Document - Section 6 - Page 30 operation). Net finance cost for concessions amounted to €41,965 thousand, due to the cost of financing these projects. At 31 December 2009, this division’s gross debt amounted to €1,155 million.

(III) In 2009, Vallehermoso (real-estate development) made working capital provisions amounting to €196,232 thousand in order to cover the impairment in the value of certain assets.

(IV) “Holding and investees” comprises the activities of Sacyr Vallehermoso, S.A. (Sacyr Vallehermoso Group holding company), SyV Participaciones Mobiliarias (company holding the Group’s 20% interest in Repsol) and SyV Participaciones (company holding the interest in Itínere).

In this column, net finance cost amounts to €367,007 thousand, and primarily relates to financing costs incurred on the loan to acquire Repsol.

The €232,080 thousand recorded as profit from equity-accounted companies relates to Repsol’s contribution to the Sacyr Vallehermoso Group’s profits.

Provisions for financial investments amount to €324,230 thousand. These provisions mainly relate to application by SyV Participaciones of a provision made in 2008 for the loss in value of treasury shares. This provision was cancelled in the “Adjustments” column and therefore does not affect the consolidated figure. The “Adjustments” column reflects the consolidation adjustments made on inter-Group transactions. This column includes the adjustment due to cancelation of the above-mentioned treasury shares provision, as well as an adjustment of €379,402 thousand (negative) to “Profits from equity-accounted companies,” primarily in connection with impairment in the value of the Autopistas de Levante (Madrid – Ocaña) and Autopistas del Sur (R-4) motorway concessions, to bring the carrying amounts into line with their fair value. This restatement was made in light of the new assumptions on trends in traffic flows on these motorways, made in 2009, which reduced the cash flow expected from these concessions.

Registration Document - Section 6 - Page 31 CONSOLIDATED INCOME STATEMENT FOR THEYEAR ENDED 31 DECEMBER 2008 Contribution Holding and (€ thousand) Sacyr from Vallehermoso Testa Valoriza Somague Adjustments TOTAL investees concessions*

Revenue 2.736.905 71.093 1.087.470 272.568 866.145 761.298 455 -416.445 5.379.489 Other income 113.773 16.128 11.818 2.757 63.512 36.126 112.541 -29.204 327.451 Total operating income 2.850.678 87.220 1.099.288 275.325 929.657 797.424 112.997 -445.648 5.706.940 External and operating expenses -2.686.757 -41.318 -962.323 -54.422 -837.786 -758.091 -276.545 519.575 -5.097.669 GROSS OPERATING PROFIT/(LOSS) 163.921 45.902 136.965 220.903 91.870 39.333 -163.549 73.926 609.271 Depreciation and amortisation expense and impairment of goodwill -29.261 -33.774 -2.549 -44.242 -35.201 -13.038 -7.599 2.599 -163.065 Current provisions -16.411 0 -77.687 -58.357 -4.559 -15.257 0 60.573 -111.699 ORDINARY OPERATING PROFIT/(LOSS) 118.248 12.128 56.728 118.303 52.110 11.038 -171.147 137.098 334.506 Change in provisions for non-current assets 0 -60.577 -60.577 NET OPERATING PROFIT 118.248 12.128 56.728 118.303 52.110 11.038 -171.147 76.522 273.930 Net finance income/(costs) 21.561 -27.550 -143.850 -91.558 -20.842 -14.003 -251.814 -254.284 -782.339 Net foreign exchange differences -94 -3 0 0 0 -1.492 51 -315 -1.853 Share of profit (loss) of companies accounted for using the equity method -654 -16.898 782 -1.352 1.267 -134 542.471 -6.489 518.992 Provisions for financial investments 0 0 -24.828 0 -220 -408 -904.458 892.979 -36.935 Change in value of financial instruments at fair value through profit or loss 0 -100 0 -26 0 0 0 0 -125 Gain/(loss) on disposal of non-current assets -646 -1 0 41.852 1.438 580 -4.517 -423.198 -384.493 Profit/(loss) before tax 138.414 -32.425 -111.169 67.221 33.753 -4.419 -789.414 361.736 -412.824 Income tax expense -39.576 4.725 32.560 -20.042 -6.942 -4.705 387.260 -225.200 128.080 PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 98.838 -27.700 -78.609 47.179 26.811 -9.124 -402.155 136.537 -284.744

DISCONTINUED OPERATIONS -186 0 0 0 0 0 0 38.492 38.306

PROFIT/(LOSS) FOR THE PERIOD 98.653 -27.700 -78.609 47.179 26.811 -9.124 -402.155 175.028 -246.438 Attributable to minority interests -1.692 1.469 -455 303 -391 207 0 -9.023 -9.582 ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 96.960 -26.230 -79.064 47.482 26.421 -8.917 -402.155 166.005 -256.020

Registration Document - Section 6 - Page 32 CONSOLIDATED INCOME STATEMENT FOR THE YEAR 31 DECEMBER 2007* Contribution Holding and (€ thousand) Sacyr from Vallehermoso Testa Valoriza Somague Adjustments TOTAL investees concessions

Revenue 2.619.484 34.808 1.400.023 263.821 633.080 726.680 564 -441.913 5.236.546 Other income 43.178 13.869 3.683 2.777 46.328 27.919 67.321 16.770 221.844 Total operating income 2.662.661 48.676 1.403.706 266.597 679.408 754.598 67.885 -425.123 5.458.390 External and operating expenses -2.477.542 -37.562 -1.046.464 -56.075 -610.848 -713.197 -78.075 424.185 -4.595.578 GROSS OPERATING PROFIT/(LOSS) 185.120 11.114 357.242 210.522 68.560 41.402 -10.189 -958 862.812 Depreciation and amortisation expense -31.894 30.922 -4.237 -44.618 -28.187 -12.729 -2.753 -49.144 -142.640 Current provisions and change in provisions for non-current assets -26.402 1.321 -3.565 -2.757 -4.426 -6.072 1.058 -83 -40.928 NET OPERATING PROFIT/(LOSS) 126.823 43.357 349.440 163.147 35.947 22.601 -11.885 -50.186 679.244 Net finance income/(costs) 36.165 -25.301 -7.311 -79.690 -12.672 -11.385 -241.925 -446.136 -788.255 Net foreign exchange differences 168 -25 0 16 -654 -1.914 -517 7 -2.918 Share of profit (loss) of companies accounted for using the equity method -493 -21.845 105 -20 -2.719 511 969.866 -6.779 938.926 Provisions for financial investments 0 0 -707 0 19 -57 -7.250 0 -7.994 Change in value of financial instruments at fair value through profit or loss 0 -73 0 143 0 0 0 0 69 Change in value of assets at fair value through profit or loss 0 Gain/(loss) on disposal of non-current assets -455 -3 -181 5.581 12.565 2.024 3.491 -6.439 16.583 Profit/(loss) before tax 162.209 -3.890 341.346 89.176 32.486 11.779 711.780 -509.532 835.355 Income tax expense -53.501 -12.029 -112.847 -16.890 -3.413 -3.968 228.619 15.820 41.792 PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 108.708 -15.918 228.499 72.286 29.073 7.811 940.399 -493.711 877.147

DISCONTINUED OPERATIONS 0 73.602 0 0 0 0 0 0 73.602

CONSOLIDATED PROFIT/(LOSS) FOR THE PERIOD 108.708 57.684 228.499 72.286 29.073 7.811 940.399 -493.711 950.748 Attributable to minority interests -1.202 -16.431 -212 -516 -492 -301 0 14.794 -4.360 ATTRIBUTABLE NET PROFIT/(LOSS) 107.506 41.253 228.287 71.770 28.581 7.510 940.399 -478.917 946.389 *Proforma

Registration Document - Section 6 - Page 33 The contribution to Sacyr Vallehermoso Group’s revenue (net of consolidation adjustments) in 2007, 2008 and 2009 by business and geographic market is as follows:

Dec-09

Valoriza; 14.2% Testa; 4.1%

Sacyr-Somague; 49.4% Vallehermoso; 30.9% Sacyr Concesiones; 1.4%

31/12/09 Sacyr-Somague Sacyr Concesiones Vallehermoso Testa Valoriza Total Revenue 49.4% 1,4% 27,2% 4,4% 15,1% 100,0% EBITDA 31.0% 11.3% 11.2% 37,4% 21.9% 100,0% Net profit 8.8% -3.6% 10.2% 3.3% 95.2% 100,0%

Geographic distribution of revenue

31/12/2009 Spain Portugal Ireland Angola Italy Other markets SyV Group Sacyr-Somague 67,1% 12,5% 8.1% 6.4% 4,5% 2,7% 49.4% Concesiones 96,5% 0.6% 2,9% 1,4% Vallehermoso 99,4% 0,3% 30.9% Testa 82,3% 17.7% 4,1% Valoriza 86.8% 8.6% 4.6% 14.2% SyV Group 80,6% 75,3% 4.2% 3.3% 2.3% 2.9% 100,0%

DECEMBER 2008

Valoriza, 15%

Testa, 5%

Vallehermoso, Sacyr-Somague, 19% 60% Sacyr Concesiones, 1%

Registration Document - Section 6 - Page 34 31/12/08 Sacyr-Soma gue Sacyr Concessions Vallehermos o Testa Valoriza Holding TOTAL Revenue 60.3% 1.3% 18.7% 4.7% 14.9% 0.0% 100.0% EBITDA 29.1% 6.6% 19.6% 31.6% 13.1% -2.8% 100.0% Net profit 78.9% 25.8% -70.8% 42.5% 23.7% -3.1% 100.0%

Geographic distribution of revenue

31/12/08 Spain Chile Portugal Brazil France Italy Rest of the world SyV Group Sacyr-Somague 73.6% 1.8% 15.0% 3.5% 1.8% 4.3% 60.3% Sacyr Concesiones 100.0% 1.3% Vallehermoso 99.0% 1.0% 18.7% Testa 81.7% 12.4% 5.9% 4.7% Valoriza 84.7% 11.3% 4.0% 14.9% SyV Group 80.7% 1.1% 10.9% 2.1% 0.6% 1.1% 3.5% 100.0%

DECEMBER 2007

Valoriza, 11%

Testa, 5%

Vallehermoso, Sacyr- 25% Somague, Sacyr 59% Concesiones, 1%

31/12/07 Sacyr Sacyr Concesiones Vallehermoso Testa Valoriza TOTAL Revenue 58.9% 0.6% 24.7% 4.6% 11.1% 100.0% EBITDA 25.9% 1.3% 40.9% 24.1% 7.8% 100.0% Net profit 23.7% 8.5% 47.1% 14.8% 5.9% 100.0%

Geographic distribution of revenue

31/12/07 Spain Chile Portugal Br azil France Italy Rest of the world SyV Group Sacyr-Somague 76.8% 2.4% 15.3% 0.8% 4.8% 58.9% Sacyr Concesiones 100.0% 0.6% Vallehermoso 100.0% 24.7% Testa 80.5% 12.1% 7.4% 4.6% Valoriza 83.2% 13.3% 3.5% 11.1% SyV Group 83.5% 1.4% 10.5% 0.0% 0.6% 0.5% 3.6% 100.0%

Registration Document - Section 6 - Page 35 6.2.2. The construction market (*)

The construction sector was, for a second year, the worst-performing element of Spanish GDP as a result of the ongoing national and international economic crisis.

The depth of the slump is evidenced by the steep drop in Spanish cement consumption, to 28.6 million tonnes from 42.7 million the previous year, a decline of 32.92%. The cement industry produced a total of 50.83 million tonnes of cement and clinker (base material for cement) in 2009. Specifically it made 29.26 million tonnes of cement, down 30.46% on 2008 and 21.57 million tonnes of clinker, down 20.99%. In the import/export market, in 2009 imports of both products were sharply down at 2.81 million tonnes, 60.85% less than in 2008. However, in spite of the crisis, for the second year running exports performed strongly at 2.84 million tonnes, a 21.79% rise on 2008. Public contracts put out to tender totalled €39,643.4 million in 2009, close to the 2008 figure. By type of work, social projects (education, health, sports facilities and others), led with €8,227.05 million, 20.8% of the total, followed by railways (€7,712.24 million, 19.5% of total), urban development (€7,656.99 million, 19.3%), road works (€4,904.02 million, 12.4%), non- residential building (industrial, administrative and stations), with €4,269.62 million (10.8% of the total) and water projects (€4,060.6 million, 10.2%). Of this total, local administrations commissioned €14,981.4 million (37.8%), the national administration €12,444.74 million (31.4%) and regional governments €12,217.25 million (30.8%). Among all national administration public contracts, Ministry of Public Works tenders were especially significant, with €9,486.68 million offered (23.9% of the total contract amount).

In 2010, investment planned in the General State Budget totalled €21,240 million. However, as a result of the economic crisis and the forced reduction in the public sector deficit, the government announced in May and July this year that it would be postponing some of the planned investment to later years. On the other hand, it also announced the launch of a public/private partnership program totalling more than €5.5 billion. Infrastructure remains a core strategic sector for the country and policy in this area is seen as one the key tools for overcoming the current economic crisis.

Among other plans, these heavy allocations will be used to maintain the government’s 2005- 2020 Strategic Infrastructure and Transport Plan (PEIT).

The PEIT entails the highest level of infrastructure investment made in Spain to date, earmarking nearly €250,000 million over the 15-year period, for an annual average investment of more than 1.5% of GDP.

The focal point of the plan continues to be railway investment, specifically the high-speed railway (AVE), which represents over half of total fund allocations. Once the project is complete, the rail network will extend to 10,000 km and 90% of Spain’s population will have a high-speed station within 50 km of their home. Over 1,800 km of railway are currently in service and another 2,200 km under construction, including the Atlantic axis, the Levante and Mediterranean corridors and the Galicia and Extremadura lines, as well as the so-called “Basque Y.”

Finally, the government has also approved a new €5 billion national fund for local employment and sustainability and extended the existing state fund for local investment (Plan E) with a budget of over €8 billion, to drive the economy and create jobs.

Registration Document - Section 6 - Page 36 This new investment instrument will fund local authority projects ready for immediate execution, prioritizing sustainable development projects under its environmental brief and supporting economic and social innovation, i.e.: business, science and technology parks, infrastructure for technological innovation and development, energy saving and efficiency projects and water resources schemes as well as social service, healthcare, cultural and sports centres, etc.. (*) Source: Seopan, except where attributed otherwise.

6.2.3. The real estate development market (*)

Spanish Housing Ministry data indicate that the general price index for housing fell 6.2% in 2009. Prices fell in all autonomous regions and all cities except for La Rioja. The price of private housing averaged €1,892/m2, down by 6.3% on the year. All analysts, experts and reports by leading consultancies concur that 2009 was a grim year for the housing market. Although prices and the Euribor fell and there was ample supply, real estate transactions remained on a downward trend or, in the best cases, flat.

Housing Ministry data shows that 462,747 homes were sold in Spain during 2009, 18% fewer than in 2008. Of these, 52% were new build (240,837) and the remainder previously owned (221,910). This represents an 18% drop in sales of new homes and a 4% fall in previously owned sales from the previous year.

By autonomous region, residential sales were down on the prior year throughout the country except for the Madrid region which saw a 2% rise. The sharpest falls were in Castille-La Mancha, the Canaries and Asturias.

By province, six provinces accounted for 42% of completed sales: Madrid and Barcelona plus the coastal areas of Alicante, Valencia, Málaga and Murcia.

By locality, the provincial capitals with the biggest transaction volumes were Madrid (5.1% of the total), Barcelona (2.1%), Zaragoza (1.5%), Murcia (1.2%), Valencia (1.2%), Seville (1.1%) and Málaga (1%).

By municipality, excluding provincial capitals, the biggest sales were in Alcorcón (2,772 homes), Torrevieja (2,570), Cartagena (2,303), Orihuela (2,300), Gijón (2,276) and Alcobendas (2,269).

A number of factors underlie this decline, or stagnation, in transaction numbers: economic uncertainty, the impact of unemployment on households and problems raising finance for developers and buyers alike. That said, there was one hopeful statistic. In the final quarter of 2009, real estate transactions rose by 4.1% compared to the same period 2008. This is the first year-on-year quarterly rise since 2006.

The Housing Ministry is giving absolute priority to subsidized housing and channelling state aid to citizens to allow them to buy homes. According to official data, subsidized homes made up 50% of all groundbreakings in Spain during the third quarter 2009. Another flagship scheme is the government housing and rehabilitation plan (PEVR) 2009-2012. In the Madrid region alone, one of the biggest beneficiaries of the scheme, €1.3 billion will be spent to help 117,000 local families.

Registration Document - Section 6 - Page 37 Figures from INE (national statistics institute) for 2009 record 1,088,717 mortgages, a 15.2% fall on 2008. The average mortgage for housing was €117,688, 15.7% down on the previous year. In contrast, due to the state of the economy, the number of mortgages where terms were renegotiated rose by 39.3% on the prior year.

New home prices did not collapse, however, as some analysts had feared in 2009. According to Sociedad de Tasación, at December 2009 the average price per square metre for new housing in all Spanish provincial capitals was €2,558/built m2, an average 5.7% fall on December 2008. This indicator has dropped in all provincial capitals.

Nevertheless, there are wide regional disparities in prices. The most expensive cities for buying new homes at December 2009 were Barcelona, averaging €3,965/m2, San Sebastián, averaging €3,805/m2 and Madrid, at €3,375/m2. In contrast, the lowest prices were in Pontevedra (€1,385/m2), Badajoz (€1,445/m2) and Lugo (€1,454/m2). New home prices dropped least in Soria, León and Lugo (down -1.1%, -1.4% and -1.5%, respectively). The largest decreases were seen in Madrid, Segovia and Salamanca (down -7,7%, -6,9% y -6,7%, respectively on 2008).

By autonomous region, looking at provincial capitals, average new home prices were the highest in Catalonia, at €3,638/m2, followed by Madrid (€3,375/m2) and the Basque Country (€3,077/m2). The lowest prices were in Murcia, Extremadura and Galicia (€1,480/m2, €1,499/m2 and €1,676/m2, respectively).

In the greater Barcelona metropolitan area, average new home unit prices dropped the most in 2009 in Nou Barris (9.6% decrease), followed by Horta Guinardo (down 7.6%) and Ciutat Vella (7.3% decrease). In the greater Madrid metropolitan area, average new home prices dropped 8.3% in San Fernando de Henares, 6.3% in Las Rozas, and 5.6% in Getafe.

However, although new home prices fell generally across Spain, the real estate index still stood at 784.7 at 31 December 2009. This index, calculated by the Sociedad de Tasación, measures the average change in new housing prices in Spain since 1985. In other words, the average price of a new home has risen nearly eight-fold since the baseline date.

Also, there is a marked difference in the average price of new homes correlated to city size. In small towns of less than 25,000 inhabitants the average price is €1,781/m2. In the larger cities, of over 100,000, the average cost is €2,180/m2.

As for subsidized housing, official Housing Ministry figures put the average price/m2 in the last quarter 2009 at €1,124. This is 0.9% above the third quarter figure but 0.6% below that for the last quarter 2008.

Finally, some medium- to long-term forecasts by the BBVA Economic Research department put the potential demand for homes at 400,000 units per year, once the market and the Spanish economy return to normal. This scenario is based on the demand of the future population, factoring in demographic projections and migration flows as well as domestic and foreign demand for vacation homes. (*) Source: Bulletin of the Sociedad de Tasación, except where attributed otherwise.

6.2.4. Property management (*)

The Spanish office market slowed again in 2009 as a result of the challenging economic environment which was felt across all markets.

Registration Document - Section 6 - Page 38 According to specialist consultancy firm, Aguirre Newman, the gross leased area of office space in Spain amounted to 312,653m² in 2009, 36% less than the year before. Contracting was particularly tough in the first half of the year, but rebounded in the second, rising 27% between the periods. The main tenants in 2009 were industrial and energy companies, and public administrations.

Over the year, the stock of offices in Madrid was expanded with 275,000m² of new space to a total for the city of 11,920,000m². The overall vacancy rate rose to 9.2%, notably in the periphery, where it reached 40.16%.

Data released by CB Richard Ellis for the fourth quarter of 2009 show an overall 24% year- on-year decline in prime rents in Madrid. Prime rents fell in all areas of the Madrid office market, especially the central business district.

Meanwhile, a report by Jones Lang Lasalle indicates that €631.2 million were invested in office properties in Madrid in 2009, a marked 81% fall from the year before. Private investors demanded centrally located offices, preferring to manage long-term contracts with solvent tenants. Institutional investors followed similar criteria, but unable to compete with private investors for prime locations, they focused more on outlying areas.

In Barcelona, gross leased area totalled 195,900m² in 2009, a 44% decline on 2008. As with Madrid, contracting rose 10.2% in the year’s second half compared to the first. According to specialist consultancy firm, CB Richard Ellis, the vacancy rate ended the year at 11%, its highest since 1995 and 4% higher than in 2008.

Looking at supply of office space, Barcelona reported the largest overall increase in the year, of 258,565m² or 4.8%, to 5,577,589m². New office space was mainly located in the periphery and new business areas in the city.

Data released by CB Richard Ellis for the fourth quarter of 2009 show an average 18% year- on-year decline in prime rents in Barcelona. Rents fell in all areas, mainly in the periphery.

Investment in the Barcelona office market during 2009 totalled €365 million, a 28% decline on 2008 and nearly half the figure for the Madrid market. As in Madrid, the business district made up the bulk of transactions.

In the shopping centre sector, Spain had 529 shopping centres at 31 December 2009, offering a gross leasable area (GLA) of 13,557,577m², which represents a 2.42% increase on the prior year, according to the Spanish Shopping Centre Association. These malls employed a total of 305,000 people, 2.9% fewer than in 2008, generating revenue from sales of goods and rendering of services of €38,610 million, down 5.0% on 2008.

In 2009, 15 new centres were opened –half the 2008 number– providing 320,682m² of new GLA. Most of the openings were special format, e.g. retail parks, followed by small centres of between 5,000 and 20,000m².

Breaking down shopping centres by type, the following picture emerges: most fall into the small class, which represent 27.8% of the total stock and have a combined GLA of 1,717,674m². The second most common are the mid-sized shopping centres, which make up 20.6% of the total number and offer a GLA of 3,142,833m². Third, in numerical terms, are hypermarkets, which make up 19.7% of the total number and offer 1,231,952m² of GLA.

Registration Document - Section 6 - Page 39 Geographically, 22.2% of Spain’s shopping centre GLA is in the Madrid region, 16.9% in Andalusia and 11.9% in the Community of Valencia. Catalonia ranks fourth, with 9% of total GLA. The greatest density of shopping centres is found in Madrid, with 471m² of GLA per 1,000 inhabitants, and Asturias with 429m² of GLA/1,000. Average density across Spain is 290m² of GLA/1,000 population. A number of projects are currently underway, entailing a GLA of 3,000,000m². Between 2010 and 2012, from 30 to 35 actions (openings or enlargements) are estimated, affecting 400,000m² per year, in line with the 2009 level.

(*) Source: Richard Ellis, except where attributed otherwise.

6.2.5. The Concessions market (*)

In 2009, Spain’s toll road network ran for 3,362.2 km with another 49.3 km under construction. In addition, there are the shadow-toll roads funded by autonomous regional governments or companies who are not members of the Spanish concessions association ASETA.

Total Spanish motorway toll revenue collected by concession companies was €2,003.93 million in 2009, representing growth of 0.31% on 2008.

Average daily traffic (ADT) totalled 20,675 vehicles, down 4.19% on the previous year. Of these, 18,195 were light and 2,480 heavy vehicles.

The only new toll-road to open during the year was the final section of the AP-1 between Eibar and Vitoria. Several projects on a national or regional government scale will be put out to tender in 2010 and the following years.

International motorway construction has been substantially affected by credit restrictions in the countries concerned. Many tenders have not been awarded to their original timescale but put back until the economy improves.

(*) Source: Asociación de Sociedades Españolas Concesionarias de Autopistas, Túneles, Puentes y Vías de Peaje (ASETA).

6.2.6. The Services market (*)

Spain is still a long way short of meeting its obligations under the Kyoto Protocol. The National Allocation Plan 2008-2012 (NAP) sets a new target of the country: to keep CO2 emissions from rising by more than 37% from the base year 1990. This is an easier target than Kyoto which prescribes a 15% ceiling. The 22% difference between the two commitments will have to be offset: 2% through carbon sinks and the other 20% through flexibility mechanisms or buying carbon credits.

It is estimated that the electricity sector emitted 63 million tonnes of carbon dioxide in supplying the peninsula’s grid with power during 2009, plus 103,584 tonnes of sulphur dioxide and 84,652 tonnes of nitrogen oxides.

In terms of Spain’s energy mix, over 38% comes from some type of renewable source, mainly solar, biomass, cogeneration and small-scale hydroelectric plants (16%), wind (13%) and large-scale hydroelectric (9%).

Registration Document - Section 6 - Page 40 The European Commission estimates Spain will see the biggest absolute increase in renewable energy jobs between now and 2020, assuming the country meets its target of generating 20% renewable energy by that year. Achieving this target will mean annual revenue of €146,000 million and accumulated investment in 2006-2030 of nearly €1,530 billion. Based on this forecast, Germany, Italy, Denmark and Spain are the countries expected to get the biggest contribution to absolute GDP growth.

The global market for environmental products and services related to energy efficiency is currently €1,370 million annually.

In summary, it is clear that the renewable energy sector continues to expand apace. Under its Renewable Energy Plan 2011-2020 Spain expects to exceed its EU-set target of having 20% of gross final consumption generated from renewable energies in 2020.

The outlook for the water sector in 2010 and beyond also continues to look promising. According to a McKinsey/IFC report, published in Global Water Intelligence, global water extraction is set to rise substantially as a result of continuously rising demand. It is estimated that between 2009 and 2030 total demand will rise by 53% to 6,900 km3. The breakdown by uses will be as follows: 65% agriculture, 22% industry and the remaining 13% for domestic home use. This rise in demand will exacerbate the strain on some water basins. As a result the gap between extraction and availability of water resources could reach 40% worldwide. To make good this shortfall, the water industry is expected to make extra efforts to improve productivity and develop new technologies, including desalination.

The International Desalination Association (IDA) reports that there are 14,754 desalination plants in the world with a combined capacity of €68.5 million m3/day. This is a 28% rise in plant numbers and 8% capacity increase since the previous year. The IDA reported 884 new plants in 85 different countries. Historically, the capacity commissioned increased by 750% between 1980 and 2009, an average of 25% annual growth.

Desalinated water is mainly destined for municipal (66.2%) and industrial (23.5%) uses.

The countries most heavily committed to sea and brine water desalination are: Saudi Arabia, the United Arab Emirates, the USA, Spain, Kuwait, Algeria, China, Qatar, Japan and Australia. Between them these 10 countries contain over 71% of the world’s desalination capacity.

Spain is currently rolling out one of the world’s biggest water desalination programs. Its desalination companies are world leaders in terms of both capacity and quality.

According to the “IDA Desalination Yearbook 2008-2009” Spain is the world’s fourth-largest producer of desalinated water, behind Saudi Arabia, the UAE and the USA, with 8.3% of global capacity.

According to the report, Spain produces an average of 5.2 million m3/day and 1,916 hm3/year. These figures are up 225% on 2008 and 54% above the Centre for Public Works Research and Innovation (CEDEX) figures for 2009.

Spain has 1,000 desalination plants with treatment capacities varying from 84 m3/day to over 200,000 m3/day. According to the latest IDA survey, Spain brought 43 new plants onstream in 2009, located in 14 provinces, adding 374,986 m3/day to capacity. Other IDA data states that the country has increased its desalinating capacity by 52 times between 1990 and 2009.

Registration Document - Section 6 - Page 41 There is also a program to build new desalination plants which were under construction or put out to tender in July 2009. These will be built on the Mediterranean coast (Balearic Isles and the provinces of Castellón, Valencia, Alicante, Murcia, Almería and Málaga) and in the Canary Isles. Once onstream they will supply an additional 984,180 m3/day of capacity.

Spanish companies are at the forefront of technology in the sector. Of the world’s top 20 contractors (by capacity contracted since 2000) six are Spanish companies, among them Sacyr Vallehermoso. This was confirmed by Spanish companies’ taking several of the 2009 “Global Water Awards”. The adoption of efficient technologies and energy saving has helped companies to mitigate the impact on marine life and the wider environment.

Australia is particularly concerned with water resource management. As mentioned, it is one of the top ten countries for desalination, with capacity estimated at 1,184,812 m3/day. The IDA reports 24 new plants built in the last year adding 1,016,005 m3/day of capacity. These include one in Perth, being built by Sacyr Vallehermoso.

(*) Source: Ministry of the Environment Annual Reports and institutions related to each area, except where attributed otherwise.

6.3. Exceptional factors affecting the information given pursuant to sections 6.1 and 6.2

The factors affecting the information given in Sections 6.1 and 6.2 above were described therein.

6.4. Information regarding the extent to which the issuer is dependent on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes.

SyV Group owns a number of trading names and brands both in Spain and EU-wide to protect its logos, trading names and other marks identifying the activities carried on by the Group’s various companies.

However, the fact that they exist does not indicate a high degree of dependence on the part of the issuer.

6.5. The basis for any statements made by the issuer regarding its competitive position

We refer readers to the source references that accompany statements about the Company’s competitive position throughout this Registration Document.

Registration Document - Section 6 - Page 42 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

7. ORGANISATIONAL STRUCTURE

7.1. Description of the group and the issuer’s position within the group

SACYR VALLEHERMOSO is the parent company of a group of companies. As explained in section 6 above, SACYR VALLEHERMOSO is structured as a holding company and owns majority shareholdings in the different companies specialised in each of the business divisions. These companies, in turn, are the parent companies of other subsidiaries that carry out the same activity. As indicated, the activities and the lead company for each activity are as follows:

(i) Construction: SACYR, S.A.U. and SOMAGUE SGPS (“SACYR” and “SOMAGUE,” respectively).

(ii) Residential development: VALLEHERMOSO División de Promoción, S.A.U. (“VALLEHERMOSO PROMOCIÓN”)

(iii) Rental property: TESTA Inmuebles en Renta, S.A. (“TESTA”)

(iv) Concessions: SACYR CONCESIONES, S.L. (“SACYR CONCESIONES”)

(v) Services: VALORIZA GESTIÓN, S.A.U. (“VALORIZA”)

The organisational structure of the SyV Group at 30 September 2010 is as follows:

Registration Document - Section 7 - Page 1 SACYR VALLEHERMOS O GROUP AT 30 SEPTEMBER 2010 Ac quisition value % owner- Holding of shareholding ship Co nstruction Share Capit al Co ncessions 304,967,371 INVESTEE Services No. of shares of Sh are C apital Rental Property Temporary JVs in which the Company has an interest Property Development

Spanish company US company Irish co mpany

French company Chilean company Mexican company

304,967,371 Portuguese company It alian company Libyan company

Col ombian company Cos ta Rican company

200,000,000 100.00% 271,886,979 100.00% 8,858,097 23.67% 792,963,242 99.50% 30,000 100.00% 9,141,903 23.67% 167,564,482 100.00% 229,398,213 100.00% 219,868,307 100.00% 366,067,824 100.00% 143,378,953 15.21% 200,000,000 97,343,231 10,000 692,854,728 10,000 52,320,000 130,500,000 219,880,000 PROFIT CENTRE 394,666,620 107,170,775 SACYR VALL. PARTIC.MOB,S.L. VAL L. DIV. PROM. S.A.U. NAVIERA KOANGA, A.I.E. TESTA S.A. FUNDACION Sy V NAVIERA CIBOULETTE, A.I.E. SACYR, S.A.U. , SOMAGUE SGPS SACYR VALLEH. PARTC, S. L. SACYR CONCESIONES SACYR CONCESIONES, S. L. ITINERE INFR A, S. A. 200,000,000 97,343,231 Does not hold shar es 115,475,788 Does not hold shares 52,320,000 26,100,000 79,960,000 39,466,662 218,715,867 878,957

6,525,550,319 20.01% 15,000,000 100.00% 6,000 100.00% 663,665,110 99.106% 287,869 48.00% 9,655 99.17% 3,185,364 100.00% 4,543,402 90.25% 58,450,000 100.00% 56,259,018 25.16% 98,255,486 35.00% 500,000 100.00% 27,648 99.9998% 1,220,863,463 15,000,000 6,000 667,000,000 599,736 9,655 3,185,400 2,400,000 58,450,000 223,600,000 44,184,460 500,000 30,838 REPSOL YPF, S. A. SOMAGUE INMOB. S.A. ITACECO, S.L. TESFRAN, S.A. GRUPO U NIDOS POR EL CANAL, S. A. PRINUR CENTROAM,S.A. PRINUR S.A.U INCHISACYR, S.A. SOM. ENGENHARIA ACCESOS MADRID, S.A. A. MADRID-SU R SOMAGUE CO NCESSÓES , S. A. SyV. MEXICO HOLD,S. A. 1,220,863,463 15,000,000 600 33,350,000 1,000 120 10,000 2,400 11,690,000 22,360,000 44,184,460 100,000 560,627 148,622 268,490 9.75% Investment thro ugh ALAZ OR IN VERSIONES. Investment through INVERSORA AUT . SUR NEOPISTAS holds 0.002% s take

42,297,952 40.00% 3,195 99.998% 844,738 100.00% 12,500 25.00% 1,133,809 100.00% 101,731,646 100.00% 7,760,010 40.00% 300,506 100.00% 16,174,094 98.60% 746,510 100.0% 16,288,509 100.00% 82,190 12.86% 3,656,580 20.00% 67,918,224 3,196 844,738 50,000 1,133,787 102,696,108 11,100,000 300,505 16,304,200 601,010 16,288,509 575,280 18,282,900 AUTOP.OCAÑA -LA RODA,S.A. SyV. SERV.MEXICO, S.A. IPAR AN PRO IN M S.L APLICA Ç. U RBANA, S.A. NISA, VH, S.A TESTA RESIDENC.S.L. U. PAZO DE CO NG.DE VIGO, S. A. IDE YC O S. A.U AURENTIA S.A. FEBIDE S. A.U. SyV CR VAL LE DEL SOL AERP. R. MU RC IA, S. A. HOSP. MAJADAHONDA, S.A. 67,918,224 50,000 844,738 10,000 18,865 102,696,108 18,500 500 16,304,200 1,000 875,020 136,000 3,656,580 Investment through IN V.AUTOP.LEVANTE,S.L. SyV holds 0.002% stake 19,583,492 25.00% SACYR holds 10% stake 5,601 520,906 1.40%

850,181 9.00% 510,860 85.00% 14,333,350 35.00% 78,000,000 100.00% 2,500 25.00% 7,456,000 40.00% 7,667,035 51.00% 81,137 22.50% 1,049,147 30.00% 474,630 100.00% 642,239 100.00% 2,795 100.00% 438,702 60.00% 5,151,040 601,010 40,607,661 38,586,147 10,000 18,640,000 7,701,186 360,600 3,496,950 150,250 570,950 3,010 37,497 CA VOS A S. A. SCRINSER S.A. AUTOPISTAS DEL SOL,S.A. AUTOP.GUADALM EDINA,S.A. HOSP.MAJADA. EXPLOT.S.L. S.C.PALM A-MANACOR, S. A. CONC.INTERCAMB.TRANSP.S.L . NOVA BEN ICALA P, S. A PROM. SOFETRAL S. A ERANTOS S. A GESFONTESTA GESCENTESTA, S.A. C. CAVOSA AGECOMET 1,711,309 1,000 2,500,000 38,586,147 10,000 18,640,000 7,515,150 60,000 171,000 25,000 9,500 3,010 3,000 78,832 107,643 4,122,189 91.0%

10,071,820 45.37% 203,006 100.000% 9,369,054 60.00% 12,020,245 100.00% 4,286,951 100.00% 982,011 100.00% 135,903 15.00% 2,450,775 100.00% 17,779,171 95.00% 4,714,177 100.00% 14,300,000 100.00% 7,520,000 80.00% 19,505,400 100.00% 10,171,500 153,006 9,015,000 12,020,245 180,300 2,582,874 906,020 2,566,783 18,714,917 4,714,176 14,300,000 9,400,000 19,505,400 CLAUDIA ZAHARA 22, S.L . CAP ACE, S.L TRICEFALO, S.A TRADE C. H OTEL S.L PROSACYR HOT., S.A. CA VOS A CHILE, S.A. TECNOLOGICA LENA, S.L . SACYR COL OM BIA , S.A. AUTOP.DEL ARLANZON,S.A. SyV CO NC. COSTA RICA, S.A. HOSP. DEL NORESTE, S.A. AUTOVIA DE BARBANZA, S.A. INTERC.PLAZA ELIPT.S.A. 101,715 153,006 150,000 985,266 30,000 55,555 906,020 4,041,000 18,714,917 3,650,021 14,300 9,400,000 19,505,400 317,107 35.00% VAL.CONSER. holds 5% stake

24,644,456 100.000% 20,994,973 100.00% 180,303 19.99% 19,712,677 50.00% 11,571,770 50.00% 13,505,310 60.00% 170,000 100.00% 818,661 6.16% 419,906 22.00% 4,568,352 35.00% 11,820,000 100.00% 227,462 30.00% 18,075,066 100.00% 144,240 3,532 271,200 10,000,000 6,314,100 22,508,700 120,000 1,926,828 1,498,636 13,052,434 11,820,000 7,000,200 16,861,760 CORTIJO DEL M ORO,S.A. PROSACYR OCIO, S.L C.C. AS MAR IÑAS, S.A BAR DI OM AR, S.L. PROVITAE C. A.,S.L CONC.AEROP.M URCIA S.A. SAC YR-ITALIA S. p.A. BUIL D2EDIF ICA S.A CO MM SA AUTOPISTA DEL VALLE HOSP. PARLA, S.A. TENEMETRO, S.L. INTERCAMB.MONCLOA,S.A. 24,000 9,795 2,712 1,000,000 631,410 22,508,700 120,000 13,288,334 2,000,000 3,000,000 11,820 116,670 16,861,760

1,844,548 100.00% 334,738 100.000% 357,114 100.00% 50,588,821 100.00% 30,234 50.00% 1,451,529 100.00% 687,474 100.00% 13,130,275 91.75% 35,965,741 60.00% 16,715,844 78.49% 17,923,547 100.00% 42,034,481 32.77% 7,856,791 51.00% 1,839,060 153,006 30,050 50,588,821 60,000 1,000,000 687,474 14,278,349 8,979,319 19,037,658 18,323,544 126,820,000 7,701,186 NAVINCA, S.A TRADIR MI, S.L FORTUNA G OLF, S.L. 1401 BR ICKELL OFF ICE P.K.IN VERSIONES, S.L. OSEGA, S.A. SACYR PANAMA. S.A. SACYR CHILE S.A. S. C. VALLES D EL DESIERTO,S.A. SACYR CONC. CHILE, S. A. SACYR CONCESIONES(IRL) Ltd METRO DE SEVILLA.S.A. AUTOV.PEAJE SOM BRA S.L. 306,000 153,006 61 100 1,000 1,000,000 10,000 16,000 28,500 13,990 3,717,616 1,268,200 7,701,186 7,206 2,559,218 8.25% SACYR CHILE holds 21.51% stake

2,100,000 35.00% 4,212,000 26.00% 1,685,838 9.09% 70,682,466 100.00% 5,688,482 32.50% 85 42.50% 6,603 50.00% 6,603 49.99% 66,044 50.00% 6,000,000 16,200,000 383,013 70,387,482 5,800,800 200 17,227 17,085 185,309 22,509 45.00% 22,500 45.00% 1 50.00% 23,328,926 89.00% PTA ORO TOLEDO, S. L. CA MAR ATE GOLF S.A. HABITAT NETWORK, S.A. TESTA AMERICAN CORP. P.K.H OTELES, S.L. M-50 (D&C) LIMITED CONS. SACYR-NECSO S.A. CONS. NECSO-SACYR S.A CONS. ACS-SACYR S.A. 50,020 50,000 2 36,250,000 60,000 180,000 42,131,375 100 96,680 200 1,000 10,000 10,000 N6 CONCES. HOLDING Ltd M50 CONCES. HOLDING Ltd N6 OPERATIONS Lt d AUTOV.TURIA CONCES.VALC. 50,020 50,000 2 36,250,000

405,669 4.97% 14,408,384 100.00% 107,509,097 100.00% 659,342 33.00% 36,461,000 100.00% 28,050,000 18.70% 39,920,000 99.80% 5,377,447 24,040 130,261,676 1,998,000 34,866,000 150,000,000 40,000,000 50,002 100.00% 50,000 100.00% 13,110,000 80.00% 14,460,000 100.00% M.CAPITAL, S.A HABITAT BA IX, S.L. 111 1 BRICKELL OFF ICE PARKING PALAU, S.A SACYR IRELAND LIMITED SUCURSAL S AC YR IT AL IA EUROLIN K S. C.P. A. NDP S.c.p.A. 50,002 50,000 17,000,000 14,460,000 35,790 400 100 3,000 27,811,000 150,000,000 40,000,000 N6 CON CESSI ON Ltd M50 CO NCESSION Ltd AUTOVIA DEL ERESMA, S.A. AUTOVIA NOR., S.A.U. 50,002 50,000 17,000,000 14,460

25,383,787 94.64% 17 42.50% 1,382,835 100.00% 9,000,000 60.00% 9,999 99.99% 1,346,267 40 1,382,835 15,000,000 10,000 10,028,480 70.00% 3,038,000 100.00% EMMASA N6 CONSTRUCTION LIMITED SACYR COSTA RICA, S.A. SIS S. C.P. A. PEDEMONTANA VENETA SRL 14,326,400 2,855,000 224 40 300,020 150,000 10,000 VIASTUR,CONC.ASTURIAS NEOPISTAS, S.A.U. Itinere holds 0.01% stake 14,326,400 2,855

N/A 100.00% 3,314,938 60.00% 502 33.00% 51,903 33.00% 500,000 5,360,362 1,418 154,945 ANALISIS DE AGUA, S.L.U. ASV LIDCO CONST.GRALES CONT.SAN JOSE-CALDERA S.A. CONST.SAN JOSÉ,S.A. 500,000 100,000 1,000 1,000

666,852 99.998% 3,116 99.998% 631,851 3,116 SACYR MÉXICO, S. A. SACYR SERV. MEXICO,S. A. 50,000 50,000 PRINUR holds 0.002% stake SACYR holds 0.002% stake

165,537,053 100.00% 122,133,401 VAL ORIZA GEST, S.A. 122,133,401

95,402,064 100.00% 3,306 50.00% 1,481,000 100.00% 539,656 70.00% 15,300,000 100.00% 135,314,534 93.47% 31,524,557 100.00% 3,100,000 50.03% 180,000 40.00% 7,995,309 100.00% 83,840,769 6,611 1,181,000 258,720 10,000,000 17,129,235 20,545,254 3,006 450,000 3,240,247 VAL OR IZA AGU A S.L. APAR CA MIENT O VALORIZA FACILT, S.A.U. BUROSOFT,S.I, S. L. SOMAGUE AM BIENTE,S.A. VAL.SERV.M EDIOAMB,S.A. VAL ORIZA ENRG. S.L.U. SUARDIAZ SERV. M ARIT,S.L. ENERVALOR NAVAL, S.L. CAFEST ORE, S. A.U. 13,927,038 RECAREDO, A.I.E. 1,181,000 21,000 2,000,000 3,425,847 20,545,254 3,006 4,500 17,500 Does not hold shares 62,450 HIDROANDALU ZA holds 6 .53% stake

3,006 100.00% 30,051 50.00% 18,000 60.00% 585,000 45.00% 5,734,092 100.00% 2,430,999 78.28% 54,000 90.00% 60,000 100.00% 180,000 6.00% 1,485,000 64.73% 1,189,320 51.00% 325,000 65.00% 3,006 60,101 30,000 1,300,000 1,386,928 2,900,000 60,000 60,000 6,000,000 2,295,000 2,332,000 500,000 SANTACRUCERA DE AGUAS,S.L. AGUAS DE T OLEDO, VAL. PROENER INDUST.S.L. ECHEZARRETA AIE IBERESE, S.A. SEDEBISA S.L. CIA.ENRG.LAS VILLA S CIA.ENERG. BARRAGUA,S.L. SOC.ANDALU C. VAL,S.A. GEOLIT CLIMATIZACIÓN, S.L. CIA ORUJERA DE LINARES,S.L. VAIRCAN RENOVABLES, S.L . 3,006 A.I.E. 30,000 13,000 230,770 145,000 600 600 10,000 22,950 2,332,000 5,000 Does not hold shares

12,243,036 50.00% 60,101 50.00% 1,087,810 52.00% 25,543 42.50% 2,184,881 78.08% 3,477,956.00 75.59% 2,187,166 78.08% 2,001,772 100.00% 60,000 100.00% 955,000 50.00% 7,735,684 81.43% 17,614,680 120,200 12,500,000 60,101 2,600,000 4,600,000 2,600,000 800,507 60,000 1,910,000 9,500,000 GEIDA TLEMCEN, S.L. SERCAN ARIAS, S.A. VAL.SERV.SOCIO SANIT S.L. DALER ING, S.A. PUENTE GENIL, S.L. OLEXTRA, S.A. ENG. PATA MULO, S. L. VAL.ENRG.OPERAC Y MANT.S.L. FOTOVOLTAICA DOS RIOS,S.L. DES. EO LICOS EXTREM, S.L. BIOELECTRICA DE LINARES,S.L. 17,614,680 1,000 1,250,000 1,000 130,000 460,000 130,000 300,507 600 1,334,000 5,433,000 552,000 12.00% ORUJERA hols 0 .0 1% stake

3,717,285 33.00% 27,536,564 33.00% 6,000,000 100.00% 1,688 50.00% 11,310,000 28,247,470 587,810 3,376 10,200,000 50.00% 1,052,000.00 43.76% 975,000 75.00% 450,000 90.00% 60,000 100.00% 3,715,249 60.30% 200,000 50.00% GEIDA SKIKDA, S.L. EMALS A, S.A. VAL.SERV.DEPENDENCIA S.L. SOLEVAL RENOVABLES, S.L. 20,400,000 2,404,000 1,300,000 500,000 60,000 6,161,249 400,000 11,310,000 47,000 58,781 3,376 SOLUCIA RENOVABLES, S.L. EXTRAGOL, S. L. CI A. ENERG. RODA, S.L. CIA.ENR.P TE OBISPO,S.L BIOELECT. VALLADOLID,S.L . CIA ENERG. LINARES,S.L. IBER.ENER.ARAGONESA,S.A. 20,400,000 2,404 1,300,000 5,000 600 6,161,249 4,000 601,000 25.0% 195,000 15.00% 5,270,460 100.00% 3 100.00% 740,549 100.00% 935,746 5.00% 5,300,500 3 744,652 18,714,917 SADYT, S. A. VALOR. WATER AU ST RAL.L TD VALOR.CONS.INFRAEST S.A. AUTOVIA DEL ARLANZON,S.A 250,000 2 1,079 18,714,917 36,294 205,979

Registration Document - Section 7 - Page 2 7.2. List of the issuer’s significant subsidiaries

The following table details the most significant subsidiaries of SACYR VALLEHERMOSO, including name, country of incorporation or residence, and the direct or indirect ownership interest held:

Name Country % direct % indirect ownership ownership

SACYR, S.A.U. Spain 100 -

TESTA Inmuebles en Renta, S.A. Spain 99.50 -

SACYR CONCESIONES, S.L. Spain 100 -

VALLEHERMOSO División de Spain 100 - Promoción, S.A.U.

VALORIZA GESTIÓN, S.A.U. Spain 100 -

SOMAGUE SGPS Portugal 100 -

SACYR VALLEHERMOSO Spain 100 - PARTICIPACIONES MOBILIARIAS. S.L. (REPSOL YPF)

SACYR VALLEHERMOSO Spain 100 - PARTICIPACIONES, S.L.

The proportion of ownership in the subsidiaries listed in the above table coincides with the proportion of voting rights held.

The decrease in interests in subsidiaries, joint ventures and/or associates, and other similar transactions since 31 December 2009, is set out below:

 On 16 March 2010, the Group sold 40% of the concessionaire company Valles del Desierto, S.A., for €14,366,910. At 30 June 2010, the Group held a 60% interest in that company. No gains or losses were generated on this transaction.

 On 21 April 2010, the wholly-owned development subsidiary Spica Siglo XXI was wound up. No gains or losses were generated on this transaction.

 On 28 June 2010, the development company Mola 15, S.L. was sold. The Group had held a 20% interest in this company. No gains or losses were generated on this transaction.

 On 8 July 2010, Sacyr Vallehermoso reduced its interest in Itínere Infraestructuras from 15.72% to 15.2141%, through the sale of 1,121,706 shares to Caser, for €5.20 per share. The transaction generated gains of €3.4 million.

Registration Document - Section 7 - Page 3  On 28 July 2010, after the pertinent authorisations were secured and the other suspensive conditions were met, EISER Infraestructure Limited (EGIF) acquired 49% of the capital of two newly-created companies which had previously received SyV’s entire interest (through the subsidiary Sacyr Concesiones, S.L.) in the following assets: (i) Autovía del Noroeste, Concesionaria de la Comunidad Autónoma de la Región de Murcia, S.A.; (ii) Autovía del Turia, Concesionaria de la Generalitat Valenciana, S.A.; (iii) Intercambiador de Transporte de Moncloa, S.A.; and (iv) Intercambiador de Transporte de Plaza Elíptica, S.A. The sales price amounted to €47 million and the transaction generated losses of €11 million.

Registration Document - Section 7 - Page 4 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

8. PROPERTY, PLANT AND EQUIPMENT

8.1. Information regarding any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon

(€ thousand) Property, plant and equipment 30/09/10 2009* 2008 2007 Property, plant and equipment 627,056 563,144 962,228 1,124,357 Land and buildings 136,015 114,372 301,119 255,494 Plant and machinery 600,694 488,751 474,196 441,746 Other installations, tools and furniture 101,945 104,297 112,603 92,434 Prepayments and work-in progress 65,222 136,092 339,296 585,404 Other items of property, plant and equipment 134,880 99,763 103,900 92,696 Provisions (2,572) (2,688) (5,522) (6,561) Depreciation (409,128) (377,443) (363,364) (336,856) * Restated following adoption of IFRIC 12

* Restated to reflect the application of IFRIC 12 so that the 2009 information matches the information presented at 30 September 2010, as described in section 20 below.

Property, plant and equipment includes equipment, plant and other tangible fixed assets such as work-in-progress on cogeneration and electricity plants, water and wastewater networks, and other projects in the services business.

All items of property, plant and equipment are used in operations.

At 30 September 2010, there were no significant commitments to acquire items of property, plant and equipment.

Property, plant and equipment at 30 Sept 2010 € thousand

Sacyr 168,429 Somague 89,103 Sacyr Concesiones 5,363 Vallehermoso 2,514 Testa 237 Valoriza 353,848 Holding and investees 7,562

Total 627,056

The only material encumbrances on tangible fixed assets relate to approximately €180 million of energy-related assets developed by Valoriza which have been pledged to secure project financing arrangements.

8.2. Description of any environmental issues that may affect the issuer’s utilisation of the tangible fixed assets

SACYR VALLEHERMOSO’s business activities, products and services interact with the environment in a number of ways and at different levels (air, water, land, etc.). The crossover points between the Company’s productive activities and the environment are termed “environmental aspects”. Some examples:

 Waste generation and management

Registration Document - Section 8 - Page 1  Generation and discharge of wastewater

 Atmospheric emissions

 Use of natural resources

 Alternation of soil and underground waters

 Storage and handling of hazardous materials

The environmental ramifications – be they adverse or beneficial – resulting from some or all the Company’s business activities, products and services are termed “environmental impacts”.

Some of the environmental impacts that may result from SACYR VALLEHERMOSO’s business operations could have affect how the Company uses its tangible and intangible fixed assets. For example, under prevailing legislation, the potential contamination of the soil and/or wastewater discharges into the public water works, if any, would oblige SACYR VALLEHERMOSO to take the steps necessary to clean and restore the damaged soil and/or repair the damage caused to the public water supply system, respectively, and to restore all facilities to their original state, as well as incurring potential applicable fines.

Sacyr Vallehermoso’s Environmental and Quality Management System is certified in accordance with the ISO 9001, ISO 14001 and EMAS standards, the main international benchmarks in their respective fields.

This management system, from the environmental standpoint, helps the Company identify the main environmental challenges associated with its operations and the applicable legal and extra-legal requirements, to establish the goals and procedures necessary to achieve ongoing improvements in its environmental performance and to identify and assess the environmental aspects of its business operations.

- Identification and assessment of environmental aspects -

SACYR VALLEHERMOSO has developed a process for systematically and objectively evaluating its environmental aspects which enables it to identify, assess and rank the various aspects associated with its business activities -thereby garnering a better understanding of how its business operations interact with the environment-, develop specific initiatives using environmental criteria and generally raise awareness of the ramifications of its activities on the environment. Some of the main mechanisms for identifying and evaluating these aspects include:

 In-house and external environmental assessments and diagnoses (e.g. companies hired by SACYR VALLEHERMOSO to this end, government inspections, etc.).

 Internal environmental audits (audits of the integrated quality and environmental management system, system reviews, etc.).

 Observations and claims documented by staff through special-purpose communication channels.

 External observations and complaints lodged by the authorities, non-government organisations or individuals.

Registration Document - Section 8 – Page 2  Identification of new requirements as a result of the passage or drafting of new legislation with environmental management consequences not yet contemplated.

 Registry of incidents/accidents with environmental ramifications not yet contemplated.

 Specific suggestions made by business managers and other staff who deem it advisable to consider additional environmental criteria when starting up or pursuing a new business activity.

 Environmental projects, environmental impact studies and environmental impact statements, when applicable.

 New or planned developments and new or amended activities or services.

- Applicable legislation and other requirements -

The SyV Group closely monitors its compliance with its environmental management obligations under prevailing law and those deriving from its contracts, administrative authorisations, licences, permits, sector agreements and commitments with other interested third parties. To this end it has put in place the tools needed to identify any new applicable legislation or other applicable requirements.

SACYR VALLEHERMOSO has a established a work method which enables it to identify, update and record all the legal, regulatory and other environmental standards applicable across all its business activities and to regularly assess and monitor its compliance record.

- Training and awareness-raising -

SACYR VALLEHERMOSO believes that nothing encourages environmental protection better than clearly understanding its enormous benefits and transforming these into a collective goal. As a result, environmental training and awareness-raising are a key plank of its strategy.

The SyV Group uses a combination of didactic methods to raise awareness among employees and partners of the potential environmental implications of their activities, with the primary goal of enhancing their environmental awareness and encouraging the most environmentally-friendly conduct.

SACYR VALLEHERMOSO has an ever-evolving system for creating and distributing environmental best practice handbooks and guides, which are specific to each business line and serve as support materials for training and awareness-raising initiatives for both employees and subcontracted companies. The aim of these handbooks is to stimulate worker awareness and to foster a change in attitude towards the environment which materialises in more environmentally-friendly conduct so that the overall business improves its record and thereby contributes to sustainable development. The best practices showcased in these handbooks cover topical issues such as the efficient and responsible use of water and energy, how to reduce waste generation and the correct use of office materials, among others.

- Environmental communication -

Registration Document - Section 8 – Page 3 The SyV Group considers it essential to have fluid communication channels, both within the organisation and externally, that enable it to release information on its environmental performance and gather information on its stakeholders’ main environmental concerns. The SyV Group has established various internal and external communication channels to this end.

The main channels for internal dissemination of environment-related information are the Group’s intranet (SyVnet), the green mailbox, the Dimensión in-house magazine, the environmental improvement, consultation and suggestion section and the Group’s website. In addition to these, the Group has set up an exclusive internal communication channel to deal with environmental and quality issues, specifically a newsletter which periodically keeps all SyV employees abreast of key environmental issues with the goal of providing staff with informational materials and resources on specific issues affecting the Group’s businesses.

The SyV Group also has a variety of external channels open to the public, the most important of which are its annual Corporate Responsibility Report, Somague´s annual Sustainability Report, the Group’s website and the environmental statement associated with its EMAS certifications.

- New technologies -

The SyV Group is forging ahead with its ambitious project to design and install a new IT tool, developed in its entirety in-house, which will enable it to process information from multiple work centres and monitor the different activities performed at each. The aim is bring together in a single application all the information related to corporate social responsibility, environmental management and quality management, integrating the various sources of information available at present.

The main objectives of this project are as follows:  Immediate communication of the information needed for system oversight and control to all staff involved, either directly or indirectly, in the environmental management system.  Support in the process of rolling out and monitoring environmental management plans in the various work centres.  Scope for closer monitoring and control at the different work centres.  Production of statistics and reports that can be used to analyse, at aggregate and individual levels, the extent of system implementation.

- How the Environmental Management System works -

The SyV Group’s Environmental and Quality Management System is tailored to the needs of each work centre as a function of the business activity carried out on the basis of an Environmental and Quality Management Plan. This enables the SyV Group to interact with its surroundings by means of tailored initiatives and activities specifically designed to prevent, minimise and/or mitigate undesirable consequences of controllable environmental impacts.

Reliance upon these mechanisms enables the Group to prevent environmental damage or at least to minimise the environmental ramifications of its business activities. This also

Registration Document - Section 8 – Page 4 reduces the likelihood that the Group’s environmental aspects will interfere with the use of its property, plant and equipment.

The operation of the Environmental Management System is assessed by means of regular visits and audits at each of the Group's work centres. The aim of these is to determine whether the System is fulfilling the targets established, is operating efficiently, is reliable, satisfies the Group’s stated Quality and Environmental Policy, etc.

- Environmental responsibility -

As for insurance, the SyV Group has an environmental civil liability insurance policy that meets the qualitative and quantitative requirements of Spanish Law 26/2007, of 23 October 2007, on environmental liability. The policy covers up to €15 million per claim and €20 million a year. SACYR VALLEHERMOSO provides all investors, and any other interested parties, information on its environmental record in its annual Corporate Responsibility Report which can be downloaded from its corporate website. As part of its transparency commitment and unwavering desire to continually align its business strategy to sustainable development principles, the SyV Group is making continual progress on establishing a system of environmental indicators that will allow it to continue to upgrade the quality of the environmental disclosures it provides.

Registration Document - Section 8 – Page 5 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail. 9. OPERATING AND FINANCIAL REVIEW

9.1. Financial condition

See section 20 of this Registration Document.

9.2. Operating results

See section 20 of this Registration Document.

9.2.1. Information regarding significant factors materially affecting the issuer’s income from operations

There are no significant factors, including any unusual or infrequent events or new developments, that have materially affected SACYR VALLEHERMOSO’s income from operations.

The risks entailed in each activity carried out by the SyV Group are described in section II RISK FACTORS.

9.2.2. Explanation of material changes in net sales or revenues

In order to avoid unnecessary repetition, we refer to section 20 of this Registration Document, where this information is set out.

9.2.3. Information regarding governmental, economic, fiscal, monetary or political policies or factors that have materially affected or could materially affect, directly or indirectly, the issuer’s operations

The governmental, economic, fiscal, monetary or political factors or actions that have materially affected or could materially affect, directly or indirectly, the SyV Group’ operations are as follows:

A) Governmental and economic factors (seasonal nature)

1. Rental Property

There are several seasonal factors that could influence (albeit not decisively) SACYR VALLEHERMOSO’s rental property activities, which are carried out by TESTA.

Rental activity is not especially seasonal in nature. This business division has generated recurring revenues over the past years, as follows:

RENTS 2009 2008 2007 % Chg 09/08 % Chg 08/07 Rental income (€ thousand) 256,479 264,870 243,689 (3.2%) 8.7%

The property rental business is not seasonal in nature. However, this activity is affected by the level of economic activity and by other factors relating to the general economic situation. The values of buildings, rental prices, and occupancy rates are all directly related with the state of the economy, with interest rates, and with other factors.

As indicated above, the property management activity is related with certain trends in the Spanish economy. Consequently, an economic slowdown, accompanied by rising interest

Registrarion Document - Section 9 - Page 1 rates, affects the rental activity. Demand in the tertiary sector slows down and prices are affected.

In this framework, TESTA has opted for a conservative one-year rental policy for houses (renewable up to five years). TESTA’s policy for non-residential rentals is to enter into approximately five-year obligatory contracts.

In addition, this risk is mitigated by the make-up of TESTA’s portfolio. The residential sector maintains its traditional stability in terms of high occupancy levels, given that this sector benefits from a clampdown by banks on mortgage lending. This is because in times of tight lending, it is often more feasible for consumers to rent property than to buy.

2. Residential development

The residential development business is more seasonal in nature than the rental business, given that demand for residential properties is affected by trends in the general economy, such as interest rates, growth or slowdown of economic activity, employment/unemployment figures, and the tightening of mortgage loan conditions, among others.

With respect to housing market forecasts for 2010, all experts point to the negative impact of the economic recession. New home prices will continue to fall until the excess supply is absorbed.

The divisions’ revenues over the past three years are as follows:

VALLEHERMOSO 2009 2008 2007 % Chg 09/08 % Chg 08/07 Revenue 2,024,359 1,087,470 1,400,023 86.2% (22.3%)

3. Construction

The construction business is not affected by seasonal factors. Public works, the main source of the SACYR Group’s revenues, depend primarily on approval and execution of infrastructure plans designed by governmental bodies. Nevertheless, in view of the current economic environment, in July 2010 the Ministry for Public Works announced a proposal to adjust the annuities provided under certain construction contracts held by Sacyr, S.A.U., as well as the suspension of work on three sections of the A-32 Motorway in Jaén. The Sacyr Group had been awarded one of these stretches, specifically, the Villacarrillo-Villanueva del Arzobispo stretch, with a budget of €64 million.

In the case of buildings, real-estate developers and, to a lesser degree, public agencies are the main sources of demand. This demand is not affected by seasonal factors.

4. Concessions

In the case of motorway concessions, whether or not revenues are affected by seasonal factors depends on the geographic location of the concessions. In that regard, concessions that are near major urban centres see more traffic from Monday to Friday. In contrast, concessions that are farther from urban centres have more traffic during holiday periods and on weekends. Urban transport hubs see less passenger traffic in summer. Hospitals are less subject to seasonal factors.

Registrarion Document - Section 9 - Page 2 5. Services and environment

Revenues from the services and environment divisions are not especially seasonal in nature.

B) Currency exchange risks

The Group’s policy is to contract borrowings in the same currency in which the business’ cash flows are denominated. One risk to note within this category, however, is translation risk, i.e. risks arising from the translation of the financial statements of foreign operations whose functional currency is not the euro.

The Group’s geographical expansion of recent years means that in the future it may encounter situations that give rise to foreign currency risk. Should this occur, the Group would consider how this risk can best be minimised through the use of hedging instruments under the umbrella of corporate policy.

C) Insurance policy

As part of its insurance policy, the Group ensures ample coverage of its risks. Among other policies, the Group has contracted the following: (i) worldwide civil liability insurance for directors and executives, covering any claim for personal or joint liability in respect of any actual or alleged culpable act committed in the course of their duties as directors or executives; (ii) general civil liability insurance; (iii) property damage insurance covering the Group’s buildings, offices, commercial buildings, industrial buildings and other property; (iv) framework agreement for execution of building works and/or public civil works, automatically insuring all works declared until the final termination thereof, including the corresponding maintenance period; and (v) ten-year construction guarantee for all buildings under development and/or construction by the Group that comply with certain characteristics.

The cost of the insurance covering the Group's activities amounted to €19,801 thousand in 2007, €24,844 thousand in 2008, €24,384 thousand in 2009, and €8,753 thousand at 30 September 2010.

Registrarion Document - Section 9 - Page 3 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail. 10. CAPITAL RESOURCES

Throughout this section, all references to 2009 earnings relate to the financial statements for that year, restated to reflect the application of IFRIC 12 so that the 2009 information is consistent with the information presented at 30 September 2010, as described in section 20 below.

In addition, in this section 10, all references to the results for the year ended 31 December 2007 are based on the pro forma information, specifically reflecting the contract undertaking to accept a public tender offer for the shares in Itínere Infraestructuras, S.A. signed on 30 November 2008, as well as other contracts signed between Itínere Infraestructuras, S.A. and Sacyr Vallehermoso, S.A. for the sale and purchase of shares in various Itínere Infraestructuras, S.A. investees, as discussed in greater detail in sector 20 below.

10.1. Information concerning the issuer’s capital resources (both short and long term)

10.1.1. Capital resources

The SyV Group’s non-current capital resources at year-end 2007, 2008 and 2009 and at 30 September 2010:

€, thousand 30/09/2010 2009* 2008 2007 Equity attributable to owners of the 3,045,865 2,855,762 2,350,090 2,771,161 parent Minority interests 70,574 98,116 302,596 721,204 Deferred income 158,506 97,587 72,624 404,660 Provisions for contingencies and 149,800 62,405 64,548 expenses 106,425 Non-current payables 10,706,395 10,766,236 10,708,267 18,108,443 Total 14,087,765 13,967,501 13,495,982 22,070,018 * Restated

Current payables, meanwhile, totalled €6,387,642 thousand at 30 September 2010, €6,390,383 thousand at 31 December 2009, €14,616,584 thousand at 31 December 2008 and €7,706,999 thousand at 31 December 2007.

No single bank holds a significant percentage of the Sacyr Vallehermoso Group’s debt.

10.1.2. Borrowings

Net bank debt at 30 September 2010 stood at €11,672 million, as set out in greater detail in section 20.6.

The breakdown of Group debt at year-end 2009, 2008 and 2007 and at 30 September 2010 (expressed in € thousand):

Registration Document - Section 10 – Page 1 % Chg 06- € thousand 30/09/10 2009* 2008 2007 10/09 Current financial assets 151.378 67.161 185.842 182.070 125,4% Cash 488.310 726.035 479.584 1.146.000 (32,7%) Available 639.688 793.196 665.426 1.328.070 (19,4%) Long-term bonds 0 0 0 1.289.504 Non-current bank borrowings 9.673.649 9.959.499 9.746.412 15.697.601 (2,9%) Total non-current borrowings 9.673.649 9.959.499 9.746.412 16.987.105 (2,9%) Short-term bonds 0 0 30.000 255.247 Current bank borrowings 2.638.341 2.685.547 5.401.075 3.811.284 (1,8%) Total current borrowings 2.638.341 2.685.547 5.431.075 4.066.531 (1,8%) Gross borrowings 12.311.990 12.645.046 15.177.487 21.053.636 (2,6%) NET BORROWINGS 11.672.302 11.851.850 14.512.061 19.725.566 (1,5%) Other non-current liabilities 1.297.676 1.039.269 1.096.885 1.590.547 24,9% Other current liabilities 3.749.300 3.704.838 9.185.507 3.360.468 1,2% Total net liabilities 16.719.278 16.595.957 24.794.453 24.676.581 0,7%

* Restated

Gross Group debt at 30 September 2010 amounted to €12,312 million, € 9,201 million of which non-recourse and € 3,111 million of which recourse. Non-recourse debt is fully secured by the assets of the borrowing companies so that the lenders have no claim on the parent company. This is true of the borrowings at Valoriza and Sacyr Concesiones, the debt at Testa, where the mortgage loans are secured by the subsidiary’s properties, and at Sacyr Vallehermoso Participaciones Mobiliarias, the holding company which acquired 20.01% of Repsol YPF, where the debt is secured by a share pledge.

Of total gross debt at year-end 2009 of €12,645 million, € 9,419 million was non-recourse and € 3,226 million was recourse. This classification was made using the same criteria as for the September 2010 split.

The trend in the related credit ratios is as follows:

30/09/10 2009* 2008 2007

Equity/total liabilities 15,2% 14,5% 13,0% 11,7% Gross borrowings/equity 395,1% 428,1% 572,2% 602,8% Net borrowings/equity 374,5% 401,2% 547,1% 564,8% Current borrowings/total borrowings 21,4% 21,2% 35,8% 19,3% Net borrowings/total liabilities 57,0% 58,3% 51,6% 66,2% * Restated

The maturity schedule for the Group’s gross debt at 30 September 2010 by division for 2010 and each of the following years is set out in the next table; for 2011 only this information is further broken out into half-yearly payments. These figures include current capitalised interest expense in the amount of €96,685 thousand, relating to accrued interest payable. Most of the Group companies’ floating-rate financing arrangements are benchmarked to Euribor, as are any related hedges. The Euribor reset frequencies vary as a function of the terms of the financing arrangements, with rates on the shortest-dated borrowings reset every one to three months (working capital facilities), while project financing resets every six months as a general rule.

Registration Document - Section 10 – Page 2 MATURITY

Subsequent € thousand 2010 1ST HALF 2ND HALF 2011 2012 2013 2014 TOTAL DEBT years

Sacyr Vallehermoso, S.A. 219.111 320.783 220.723 541.508 148.220 6.141 0 3.000 917.980

- Bank borrowings 219.111 320.783 220.723 541.508 148.220 6.141 0 3.000 917.980

Sacyr Group (Construction) 32.722 27.488 71.729 99.217 55.451 10.191 37.202 52.776 287.559

- Bank borrowings 32.722 27.488 71.729 99.217 55.451 10.191 37.202 52.776 287.559

Sacyr Concesiones (Concessions) 66.832 52.073 3.367 55.440 57.375 30.854 25.162 868.677 1.104.340

- Bank borrowings 66.832 52.073 3.367 55.440 57.375 30.854 25.162 868.677 1.104.340

Valoriza Group (Services) (1) 194.244 87.775 36.439 124.214 48.476 30.615 30.483 260.389 688.421

- Bank borrowings 194.244 87.775 36.439 124.214 48.476 30.615 30.483 260.389 688.421

Vallehermoso Group (Residential Development) (2)21.081 42.755 9.817 52.572 23.378 89.288 159 1.229.060 1.415.538

- Bank borrowings 21.081 42.755 9.817 52.572 23.378 89.288 159 1.229.060 1.415.538

Testa Group (Rental Property) 24.956 65.380 54.425 119.805 107.003 709.324 519.253 1.168.739 2.649.080

- Bank borrowings 24.956 65.380 54.425 119.805 107.003 709.324 519.253 1.168.739 2.649.080

Somague Group (Construction) 61.546 45.607 59.646 105.253 18.872 27.681 0 5.412 218.764

- Bank borrowings 61.546 45.607 59.646 105.253 18.872 27.681 0 5.412 218.764

SVPM (Repsol YPF) 0 56.395 4.973.913 5.030.308 0 0 0 0 5.030.308

- Bank borrowings 0 56.395 4.973.913 5.030.308 0 0 0 0 5.030.308

TOTAL 620.492 698.256 5.430.059 6.128.317 458.775 904.094 612.259 3.588.053 12.311.990

(1) Includes EMMASA (2) T he accounting classification by term differs from the contractual maturities Figures include €97 million of accrued interest payable

MATURITY OF INTEREST

Subsequent TOTAL € thousand 2010 1ST HALF 2ND HALF 2011 2012 2013 2014 years INTEREST

Sacyr Vallehermoso, S.A. 2.836 6.549 4.279 10.828 3.010 155 78 57 16.964

- Bank borrowings 2.836 6.549 4.279 10.828 3.010 155 78 57 16.964

Sacyr Group (Construction) 1.298 3.894 3.279 7.173 4.103 3.085 2.351 8.060 26.070

- Bank borrowings 1.298 3.894 3.279 7.173 4.103 3.085 2.351 8.060 26.070

Sacyr Concesiones (Concessions) 8.738 17.876 22.120 39.996 42.858 40.878 39.620 416.013 588.103

- Bank borrowings 8.738 17.876 22.120 39.996 42.858 40.878 39.620 416.013 588.103

Valoriza Group (Services) (1) 1.973 9.112 7.703 16.815 13.846 12.192 10.982 92.813 148.621

- Bank borrowings 1.973 9.112 7.703 16.815 13.846 12.192 10.982 92.813 148.621

Vallehermoso Group (Residential Development) 8.400 17.270 16.807 34.077 33.215 31.809 30.695 460.898 599.094

- Bank borrowings 8.400 17.270 16.807 34.077 33.215 31.809 30.695 460.898 599.094

Testa Group (Rental Property) 17.226 34.451 33.850 68.301 65.460 54.692 38.487 104.203 348.369

- Bank borrowings 17.226 34.451 33.850 68.301 65.460 54.692 38.487 104.203 348.369

Somague Group (Construction) 1.673 2.306 1.244 3.550 1.498 678 190 95 7.684

- Bank borrowings 1.673 2.306 1.244 3.550 1.498 678 190 95 7.684

SVPM (Repsol YPF) 56.350 112.060 107.726 219.786 0 0 0 0 276.136

- Bank borrowings 56.350 112.060 107.726 219.786 0 0 0 0 276.136

TOTAL 98.494 203.518 197.008 400.526 163.990 143.489 122.403 1.082.138 2.011.039

The next table provides breakdown of the Group’s financial debt (including €134 million of accrued interest payable) at 31 December 2009 by division and maturity. Most of the Group companies’ floating-rate financing arrangements are benchmarked to Euribor, as are any related hedges. The Euribor reset frequencies vary as a function of the terms of the financing arrangements, with rates on the shortest-dated borrowings reset every one to three months (working capital facilities), while project financing resets every six months as a general rule.

Registration Document - Section 10 – Page 3 Subs eque TOTAL 2009 2010 2011 2012 2013 2014 nt DEBT years €, thousand

416,5 290,7 101, 2,86 Sacyr Vallermoso, S.A. 0 0 811,469 28 97 277 7 - Interest-bearing loans and 416,5 290,7 101, 2,86 0 0 811,469 borrowings 28 97 277 7

161,7 28,03 47,8 1,73 1,68 21,64 Sacyr Group (Construction) 262,700 68 1 40 6 0 5 - Interest-bearing loans and 161,7 28,03 47,8 1,73 1,68 21,64 262,700 borrowings 68 1 40 6 0 5

Sacyr Concesiones 24,31 86,51 55,4 29,5 23,6 935,9 1,155,417 (Concessions) 4 4 88 47 25 29 - Interest-bearing loans and 24,31 86,51 55,4 29,5 23,6 935,9 1,155,417 borrowings 4 4 88 47 25 29

214,4 89,25 38,7 23,8 22,8 241,8 Valoriza Group (Services) 630,885 03 3 26 41 39 23 - Interest-bearing loans and 214,4 89,25 38,7 23,8 22,8 241,8 630,885 borrowings 03 3 26 41 39 23

Vallehermoso Group 394,4 454,3 110, 772,4 135 135 1,731,588 (Residential Development) 94 54 012 58 - Interest-bearing loans and 394,4 454,3 110, 772,4 135 135 1,731,588 borrowings 94 54 012 58

100,5 104,9 99,8 701, 543, 1,163 Testa Group (Rental Property) 2,713,041 24 04 48 264 261 ,240 - Interest-bearing loans and 100,5 104,9 99,8 701, 543, 1,163 2,713,041 borrowings 24 04 48 264 261 ,240

Somague Group 171,6 40,27 8,55 2,05 7 915 223,423 (Construction) 14 7 6 4 - Interest-bearing loans and 171,6 40,27 8,55 2,05 7 915 223,423 borrowings 14 7 6 4

95,38 5,018 SVPM (Repsol YPF) 0 0 0 0 5,114,784 4 ,400 - Interest-bearing loans and 95,38 5,018 0 0 0 0 5,114,784 borrowings 4 ,400

Registration Document - Section 10 – Page 4 EMMASA –Emp. Mixta de 377 333 337 337 337 1,018 2,739 aguas de S. Cruz de Tenerife - Interest-bearing loans and 377 333 337 337 337 1,018 2,739 borrowings

1,579 6,112 462, 761, 591, 3,137 12,645,04 TOTAL ,406 ,863 084 781 884 ,028 6 * 2009 information restated for the impact of IFRIC 12

These maturity schedules were drawn up on the basis of the financing arrangements’ contractual terms. In the case of Vallehermoso Group debt, the classification between current and non- current differs from the contractual maturities in keeping with balance sheet presentation rules under applicable accounting standards. The main difference stems from the classification of debt associated with inventories (developments) as current debt even though the financing they secure is long-term.

As a result of the sale of certain shareholdings in Itinere Infraestructuras, as itemised in section 5.2.1 of this Registration Document, to Citi Infrastructure Partners L.P., €4,191 million of gross debt was reclassified to “Liabilities associated with non-current assets held for sale” in 2008.

10.2 Explanation of the sources and amounts of and a narrative description of the issuer's cash flows

The sources and amounts of the SyV Group’s cash flows are closely related to the nature and structure of its business activities. The amounts referenced herein are taken from the cash flow statement presented in section 20 B) 3.4.

Cash flows (€ thousand) 30/09/10 30/09/09* Net cash flows from operating activ ities 635,449 1,045,020

Net in vestment in non-current assets -484,405 1,810,359 Change in borrowin gs -550,498 -2,796,509 Other sources of finance 57,902 -29,945 * Restated

Sources of cash flow:

- The infrastructure concessions division collects the tolls paid by vehicles travelling on the roads under its management immediately (i.e., there is no average collection period). The concessionaires collect another portion of their income directly from the authorities granting the concessions, which carry high credit ratings.

- The rental property division collects rent from its tenants in advance, mostly through monthly standing orders. The average occupancy rates in 2009 and 2008 were 96.7% and 98.9%, respectively; this rate was 95.6% at the September 2010 close. The management services provided at certain buildings are billed monthly and settled upfront in cash. In addition, tenants are required to provide additional financial guarantees when arranging or renewing leases and these guarantees cover potential non-payment of rent.

- The construction division collects the money owed to it as it certifies the work executed, typically receiving a down payment from the authorities if funds are needed to pay for hefty material or equipment purchases. The works certificates issued to the public authorities are generally payable in 60-90 days while those issued to private clients are payable in 90-120 days.

Registration Document - Section 10 – Page 5 - As regards house sales within the residential development division, home buyers pay an upfront down payment of around 20% of the sales price; the remainder is payable upon delivery in cash and/or by taking over the developer mortgage.

With land sales, the Group generally collects payment up front in cash or through guaranteed bills. Collections on term sales are guaranteed through guaranteed bills and clauses whereby the land is returned in the event of non-payment.

- The services division encompasses a broad range of activities for which collection terms vary significantly. For example:

o Customers are charged upfront in cash at service stations.

o Citizen water management services are billed twice-monthly, usually by means of standing order.

o Solid waste management services tend to be payable in 60-90 days from billing.

o The term applicable to power generation projects is 30-60 days from billing.

The main cash outflows are as follows:

- Investments: as detailed in section 5.2 of this Registration Document.

- Employee benefits expense: payroll is settled monthly.

- Finance costs: these outflows are settled in keeping with the terms and conditions agreed for each loan agreement or other financing arrangement.

- Taxes and other amounts payable to the tax authorities: tax returns are settled within the deadlines set by the tax authorities.

- Levies on work execution certificates: these are paid to the authorities within the deadlines stipulated under prevailing legislation, usually 15 days from notification.

- Payment terms on other supplies, independent professional services, etc. are paid by the construction firm to suppliers based on terms agreed bilaterally which vary, as a function of the work or service performed, between 90 and 180 days; earlier payment is negotiated on occasion. All other payments are settled roughly 60 days from when the corresponding invoice is received.

- Shareholder dividend payments: the last dividend distributed was paid on 31 October 2008 and was the second and final payment made from that year’s earnings. No dividends have been paid since.

The Board of Directors proposed at the 30 June 2010 General Meeting that the parent company earmark all of 2009 profits to retained earnings. The majority of shareholders attending voted in favour of this resolution and accordingly no dividend has been paid to shareholders from 2009 profits.

In the event of a temporary shortfall of funds from operating activities relative to aggregate payments for a given period, the pertinent business division taps the financial markets to raise the borrowings needed to cover it.

Registration Document - Section 10 – Page 6 10.2. Information on the borrowing requirements and funding structure of the issuer

A) Debt servicing

The next table provides a breakdown between principal and interest for current borrowings as per the Group’s balance sheet at 30 September 2010 (interest expense reflects amounts accrued but not past due at the reporting date):

SVPM Somagu Concessio Valori Valleherm Parent (Repsol Sacyr Testa Total e ns za oso (*) YPF) 566,58 172,3 298,8 2,541,6 Principal 6 0 66 165,065 167,067 93 87,855 1,083,822 54 Interest 2,291 56,395 1,885 160 12,961 3,981 11,412 7,602 96,687 568,87 174,2 302,8 2,638,3 Total 7 56,395 51 165,225 180,028 74 99,267 1,091,424 41 (*) The debt secured by inventories that may be sold within 12 months of the balance sheet date is classified as current debt in accordance with prevailing accounting standards even though the contractually agreed repayment terms are strictly non-current.

The principal accrues interest over time in accordance with a benchmark rate.

The structure of Group borrowings at 30 September 2010 and 31 December 2009, distinguishing between fixed-rate and hedged borrowings - after taking into consideration hedging arrangements - and floating-rate borrowings, is as follows: 30/09/2010 Year-end 2009

€ million Amount % Amount %

Fixed-rate or hedged 4,819 39% 5,140 41% Floating-rate 7,493 61% 7,505 59%

TOTAL GROSS DEBT 12,312 100% 12,645 100%

Interest rate risk has been mitigated by means of hedge arrangements, almost exclusively interest rate swaps. These derivatives guarantee payment of a fixed rate and are primarily associated with the Group’s project financing agreements.

As the timing and terms of these derivatives are designed to match the features of the underlying borrowings, their maturity is the same or slightly earlier than that of the debt they hedge, and the outstanding notional underlying is equal to or slightly less than the outstanding principal hedged. The next table provides a breakdown between principal and interest for current borrowings as per the Group’s balance sheet at 31 December 2009 (interest expense reflects amounts accrued but not past due at the reporting date). The restated total is €2,685,547.

SVPM Matriz Sacyr Somague Concesiones Valoriza Testa Vallehermoso Total (Repsol YPF)

Principal 414.591 0 161.171 171.450 9.555 213.137 85.732 1.495.417 2.551.053 Intereses 1.937 95.384 596 166 14.037 1.643 14.792 5.939 134.494 Total 416.528 95.384 161.767 171.616 23.592 214.780 100.524 1.501.356 2.685.547

Registration Document - Section 10 – Page 7 The principal accrues interest over time in accordance with a benchmark rate.

Forty-one per cent of interest-bearing borrowings were referenced to a fixed or hedged rate at year-end 2009. As a result, the Group is able to predict the interest payable on the portion of its project financing that is hedged, thereby eliminating variability in its debt service costs. As a result, nearly 42% of the impact of a one-point rise in Euribor would be offset by the impact of the hedges in place.

The Group’s floating-rate debt, which represented 59% of the total at 31 December 2009, is referenced to Euribor plus a spread which varies as a function of the term and nature of the borrowings. In the case of concessionaire project financing, the spread is reset as a function of the debt service coverage ratio. The spread on working capital facilities and bank loans is around 2%.

The downtrend in Euribor during the past 18 months, the main benchmark for the Group’s borrowings, drove a reduction in the average cost of debt to around 3.60%, a drop of roughly 30% on the average cost at 31 December 2008.

Gross Group debt at 30 September 2010 amounted to €12,312 million, down 2.6% on the year-end 2009 balance of €12,645 million.

The following table presents a summary of the Group's gross borrowings at 30 September 2010 by type of arrangement:

Current Date of next Interest rate Amount average interest rate review period € million interest rate review

Loan for Repsol acquisition 4.987 4,47% 25/01/2011 1,3,6 months Torre Adriá loan 468 1,37% 27/10/2010 1,3,6 months Other borrowings Credit facilities 798 3,00% As per facility 1,3,6, 12 months Loans 1.170 2,57% As per loan 1,3,6, 12 months Concession project finance 1.514 4,57% As per loan 1,3,6, 12 months Mortgage loans 3.017 2,52% As per loan 1,3,6, 12 months Other 358 - - -

TOTAL 12.312

Note that 88% of this balance matures later than September 2011.

By division, the main maturities on the debt outstanding at September 2010 are as follows: - Sacyr Vallehermoso Participaciones Mobiliarias, S.L.: this is the special purpose vehicle set up to acquire a 20.01% interest in Repsol. The outstanding balance on loan taken on to finance the acquisition stands at €4,987 million. This debt is serviced from the dividends received from Repsol and the related interest tax shield.

- Bank debt in the Construction division totals €507 million and includes the structured debt on deferred payment works (German construction contract rules, etc.) and working capital facilities in the form of short-term credit lines and receivables discounting programs which are typically rolled over as business requirements dictate.

- Sacyr Concesiones Group: gross debt of €1,104 million, after proportionate deconsolidation of the debt attached to the four concession assets sold to Eiser

Registration Document - Section 10 – Page 8 Infraestructuras (the Moncloa and Plaza Elíptica transport hubs, and the Autovía Noroeste and Autovía del Turia toll motorways). Ninety-four per cent of this debt matures later than 2010. This consists of debt related to project financing secured by the cash flows generated by the underlying concessions.

- Testa Group: gross bank debt of €2,649 million, 99% of which falls due after 2010. The debt in the property management business is serviced with the cash flows generated from rentals thanks to the buildings’ high occupancy rates.

- Vallehermoso Group: gross debt of €1,415 million at September 2010, mostly non- current in accordance with the contractual terms of the arrangements, even though the debt associated with inventories is presented as current borrowings on the consolidated balance sheet, in keeping with the natural cycle of these inventories. The bulk of these borrowings are mortgage loans with an average maturity of 30 years and an initial grace period; they are repaid following the sale and ensuing assumption of the loan by the buyer when the deeds for the homes are exchanged.

On 5 August, the Group’s development arm, Vallehermoso División Promoción, successfully refinanced its debt, reaching bilateral agreements with its banks and savings banks, freezing debt service and principal payments in exchange for the provision of additional mortgage collateral to the lenders on its development inventories and resetting applicable interest rates to prevailing market rates. The amount of debt refinanced under these agreements totals €1,430 million, of which €1,282 million had been drawn down at 30 September 2010.

Generally speaking, the agreements reached push back the term of the debt associated with finished housing by three years. The maturities on the remaining debt have been moved back by five years, extendable to eight.

The breakdown of gross Group borrowings at 31 December 2009 by type of arrangement:

Current Date of next Interest rate Amount av erage inter es t inter es t rate r eview review period € million rate

Loan for R epsol acquisition 5,039 4.33% 25/01/2010 1,3,6 months Torre Adriá loan 483 4.42% 28/03/2010 1,3,6 months

Other bor rowings Credit facilities 881 2.79% As per facility 1,3,6, 12 months Loans 899 2.22% As per loan 1,3,6, 12 months Conces sion project finance 1,616 3.49% As per loan 1,3,6, 12 months Mortgage loans 3,330 2.40% As per issue As per issue Other 397 - - -

TOTAL 12,645

Parent company debt at year-end 2009 was all floating-rate corporate debt and includes the debt corresponding to the equity contributed to the special purpose vehicle that acquired 20.01% of Repsol YPF.

This investment, made by Sacyr Vallehermoso Participaciones Mobiliarias, was financed with a €5,175 million syndicated bank loan due in 2011. The shares acquired have been

Registration Document - Section 10 – Page 9 pledged to guarantee repayment of the loan and compliance with the covenants. Surplus cash flow at the special purpose vehicle was used to make early repayments of €75 million in 2009 (€61 million in 2008), reducing the balance outstanding to €5,039 million.

The proceeds from the bid for Itínere Infraestructuras, S.A. and additional share sales totalled €1,686 million and were used to pay down debt.

In addition to the project finance attached to the concessions sold, the debt eliminated by virtue of the sale of Itinere included a €560 million syndicated loan taken out by special purpose vehicle Sacyr Vallehermoso Participaciones to finance the acquisition of 50% of Europistas.

The resulting Sacyr Concesiones Group left by the sale of Itinere has project finance totalling €1,155 million, 95% of which is non-current. These financing arrangements are very long-term, in keeping with the terms of the underlying concessions. Sixty per cent is fixed-rate.

This financing is tied to specific public service concessions, mostly toll roads, arrangements which lend themselves to high levels of leverage and are repaid from the cash flow generated at each concession.

Vallehermoso and Testa property sales enabled repayment of an additional €1,106 million of associated debt in 2009.

Gross debt at Testa, the rental property division, totalled €2,713 million at year-end 2009, mainly mortgages on its properties, property loans secured by the shares in the companies owning the properties and property leases. Ninety-six per cent is non-current.

This debt is serviced from the rents collected on leased properties and income from property management services, which combined amounted to €272 million in 2009. The market value of these assets, based on the most recent independent expert appraisal report (C.B. Richard Ellis and Tasaciones Hipotecarios, S.A.), which dates to December 2009, was €4,398 million.

At year-end 2009, borrowings in the property development business totalled €1,732 million, the bulk of which related to long-term mortgages on developments carried as inventories. The year-end carrying amount of these inventories was €2,290 million, compared to an independent appraisal as of the same date of €3,033.9 million.

The construction business had €486 million of borrowings at year-end 2009, 68% of which current, essentially renewable working capital facilities.

During the first half of 2009, Somague repaid the €30 million bond issue recognised on its balance sheet at year-end 2008.

Gross debt at Valoriza, the Group’s Services division, stood at €634 million at year-end 2009, 66% of which non-current. Half of this balance was project finance funding its water management, renewable energy and environmental service projects and concessions, serviced accordingly from the cash flow generated by the concessions themselves. The project pipeline in the Services division totalled €12 billion at year-end 2009. The rest of the debt was corporate debt used to finance working capital requirements arising from the operation of its service agreements.

Registration Document - Section 10 – Page 10 B) Interest-bearing borrowings

The breakdown of the Group’s interest-bearing borrowings for the last three years by type of arrangement, including accrued interest payable, is set out in the next table:

30/09/2910 2009* 2008 Borrowings Non- Non- Non- Current Total Current Total Current Total current current current Promissory 0 0 0 0 0 0 0 0 0 notes Bonds 0 0 0 0 0 0 0 30,000 30,000 Asset- backed loans and 7,074,859 440,282 7,515,141 7,129,287 93,500 7,222,787 6,927,718 630,047 7,557,765 project finance Mortgage 1,903,491 1,113,966 3,017,457 1,930,237 1,399,939 3,330,176 1,542,420 2,218,245 3,760,665 loans Bank loans and other 501,727 920,059 1,421,786 713,485 971,470 1,684,955 1,062,185 2,262,267 3,324,452 credit facilities Other 193,572 164,034 357,606 186,490 220,638 407,128 214,089 290,517 504,606 TOTAL 9,673,649 2,638,341 12,311,990 9,959,499 2,686,268 12,645,046 9,746,412 5,431,076 15,177,488 * Restated

Strategic investments in the various assets where the returns are expected to be generated over the long-term are project financed; these sums are included under “Project finance”.

Operating cash requirements are covered by short term credit lines and receivable discounting programs.

This heading includes the financing associated with the acquisition of a 20.01% shareholding in Repsol (section 10.2 A above). The principal outstanding on this loan at 30 September 2010 was €4,987 million; the loan carries interest at Euribor plus a spread. The derivative arranged to hedge the interest rate on this loan reduces the impact of a potential increase in Euribor by two-thirds.

As a result of the correction in the global equity markets and in Repsol YPF’s share price, in compliance with its covenants, Sacyr Vallehermoso has pledged the shares of Testa Inmuebles en Renta, S.A. and Vallehermoso División Promoción, S.A.U., although the latter pledge was not contractually required. This means that the Group was comfortably in compliance with its value-to-loan ratio commitment in relation to the market value of the Repsol shares pledged at year-end 2009. The total value of the guarantees (with recourse to shareholders) that Sacyr Vallehermoso is contractually obliged to extend is limited to €1,275 million.

The SyV Group has taken on borrowings in currencies other than the euro at the companies whose cash flows are also generated in foreign currency, thereby providing a natural hedge to exchange rate risk. The breakdown of foreign currency borrowings is as follows:

Registration Document - Section 10 – Page 11 Thousands of units 2009 foreign 2009 2008 foreign 2008 Company Type of financing Currency of loan currency € thous an d currency € thous an d

Sanear Loan f aci liti es BRL (B razil r eal) 0 0 835 259 CGS Credit facilities MOP (Macanese pat ac a) 0 0 0 0 Cesl Asia Loan f aci liti es MOP (Macanese pat ac a) 0 0 0 0 Águas de Mandaguahy Loan f aci liti es BRL (B razil r eal) 0 0 0 0 Triangul o do S ol Loan f aci liti es BRL (B razil r eal) 0 0 72,279 22,384 SGIS Finance leas e US D 89 62 0 0 Sogel Credit facilities US D 0 0 0 0

Companies of S omague 89 62 73,114 22,643

Autopis tas de l Sol Project financing US D 67,025 46,769 28,980 20,770 Sacy r Cos ta R ica Credit facilities US D 0 0 0 0

Sacyr companies 67,025 46,769 28,980 20,770

The maturity schedules for the foreign currency denominated borrowings outstanding at the Somague Group at year-end 2009 and 2008:

MATURITY

€ thousan d 2010 2011 2012 2013 Subs equent years Total

2009 8 7 7 7 33 62

€ thousan d 2009 2010 2011 2012 Subs equent years Total 2008 11,505 1,431 4,353 306 5,048 22,643

Lastly, the maturity schedules for the foreign currency debt outstanding at the companies in Costa Rica in 2009 and 2008:

MATURITY

€ thousan d 2010 2011 2012 2013 Subs equent years Total

2009 0 0 817 1,163 44,789 46,769 € thou sand

€ thousan d 2009 2010 2011 2012 Subs equent years Total

2008 0 0 0 363 20,407 20,770

In addition to the pledges outlined above, certain guarantees have been extended to the lending parties in the concessionaire project financing arrangements. These guarantees entail pledging the shares of the concessionaire holding companies, their most significant current accounts and their most significant collection rights (insurance claims rights, other indemnities, contracts, etc.). These guarantees are customary in project financing agreements.

The mortgages are secured by claims on the underlying properties at Testa and on development inventories in the case of Vallehermoso.

The SyV Group mitigates the impact of changes in interest rates on its long-term financing agreements by means of derivatives which swap floating rates to fixed rates on the notional amount hedged.

The main financing lines hedged and the instruments used to hedge them at year-end 2009 were as follows:

€ thousan d HEDGED ITEM HEDGE Fixed rate Benchmark Benchmark Principal Nature Notional payable rate payable rate hedged (average) Loan for acquisition of shares in Repsol 5,039,100 euribor IRS 3,415,500 euribor 4.17% Loan for acquisition of Torre Adriá 482,500 euribor IRS 467,500 euribor 3.75% Mortgage loans (Testa) 246,906 euribor Collar 80,000 euribor 3.99% Property leases (Testa) 188,432 euribor IRS 148,000 euribor 3.97%

Loan to finance concession and other projects 1,419,011 1,122,762 Services (Utiliities) 255,741 eu ribor IRS+collar 171,812 euribor 4.25% Infrastructure (Motorways, Hospitals, transport hubs) 1,119,972 eu ribor IRS 909,485 euribor 4.55% Construction (Sacyr, Somague) 43,298 eu ribor IRS 41,465 euribor 3.90% TOTAL 7,375,949 5,233,762

Registration Document - Section 10 – Page 12 The next table depicts the changes in the notional amounts of hedges between 31 December 2007 and 31 December 2009:

CHANGE 2008 CHANGE 2009 Notional at Hedges at Notional at Hedges at Notional at New hed ges New hedges 31/12/07 31/12/07 31/12/08 31/12/08 31/12/09 Loan for acquisition of shares in Repsol 3,415,500 0 0 3,415,500 0 0 3,415,500 Loan for acquisition of Torre Adriá 467,500 0 0 467,500 0 0 467,500 Mortgage loans (Testa) 120,000 0 0 120,000 -40,000 0 80,000 Property leases (Testa) 161,200 -6,500 0 154,700 -6,700 0 148,000 Loan to finan ce concession projects 58,320 -6,779 179,582 231,123 -88,839 29,528 171,812 Loans to finance infrastructure projects 1,539,294 -944,456 162,305 757,143 47,977 145,830 950,950 5,761,814 -957,735 341,887 5,145,966 -87,562 175,358 5,233,762

In keeping with IAS 39, the Group assesses hedge effectiveness both prospectively and retrospectively for all its derivatives. Changes in the fair value of those hedges deemed effective are recognised in equity, while changes in the value of the ineffective portion of its hedges are recognised in profit or loss.

The breakdown of derivatives at year-end 2007, 2008 and 2009 by effectiveness and asset/liability positions is provided below:

€ thousan d 31/12/07 Movement 31/12/08 Movement 31/12/09

Hedging instruments 64,680 -292,011 -227,331 -95,111 -322,442 Speculative instruments 1,307 -1,475 -168 -100 -268 65,987 -293,486 -227,499 -95,211 -322,710

Financial assets 73,252 -72,616 636 -245 391 Financial liabilities -7,265 -220,870 -228,135 -94,966 -323,101 65,987 -293,486 -227,499 -95,211 -322,710

This information is drawn up on an annual basis, which is why there is no information at 30 September 2010.

The breakdown of the guarantees provided by the Group at 31 December 2008 and 2009 by business division is provided in the next table:

2009 (€ thousand) Financial guarantees Technical guarantees Spai n Abroad Spain Abroad TOTAL Holding 81,459 73,200 53,847 247,249 455,755 Sacyr 113,329 41,369 627,186 99,366 881,250 Sacyr Concesiones 0 0 29,863 0 29,863 Valoriza 4,369 0 160,807 24,575 189,751 Valle hermoso 207,103 0 80,369 0 287,472 Testa 2,081 0 21,961 0 24,042 TOTAL 408,341 114,569 974,033 371,190 1,868,133

2008 (€ thousand)

Financial guarantees Technical guarantees Spai n Abroad Spain Abroad TOTAL Holding 70,110 70,636 17,892 39,894 198,532 Sacyr 123,794 25,891 642,343 107,682 899,710 Sacyr Concesiones 90,438 0 456,352 18,930 565,720 Valoriza 17,816 0 190,084 1,202 209,102 Valle hermoso 435,004 0 119,745 0 554,749 Testa 19,717 0 35,782 0 55,499 TOTAL 756,879 96,527 1,462,198 167,708 2,483,312

Registration Document - Section 10 – Page 13 The significant year-on-year increase in the technical guarantees provided abroad reflects the award of the tender to build the third set of locks on the Panama Canal.

At Sacyr (Construction) and Valoriza (Services), the guarantees correspond mostly to customary contractor liability bonds guaranteeing execution and completion of construction work contracts and public service agreements.

In the Concessions division (infrastructure), the guarantees include deposits for tender, construction and operation of toll roads and financial bank guarantees.

At Vallehermoso, the development arm, the financial guarantees reflect deferred payments on the purchase of plots of land, the guarantees evidencing the down payments received from house buyers and the technical liability guarantees relating to development building contracts and land tenders.

10.3. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations

There are no restrictions that could materially affect the issuer’s operations. The only restrictions are those imposed by Spanish law with respect to certain equity components.

In the SyV Group’s consolidated balance sheet at 30 September 2010, the equity heading that constitutes the Group’s capital resources includes a legal reserve in the amount of €60,993 thousand which cannot be distributed to shareholders and may only be used to offset losses provided no other reserves are available.

Section 20.6 outlines the most significant loans under the “Loans and borrowings” subheading.

Regarding the covenants on the Group’s existing financing agreements, the most noteworthy are those associated with the loan financing the acquisition of a shareholding in Repsol, as detailed in section 10.2 above. This agreement covenants the Group to provide collateral on the loan equivalent to a value-to-loan ratio of 115% up to a maximum of €1,275 million. The Group is in compliance with its covenants as of the date of this Registration Document.

10.4. Information regarding the anticipated sources of funds needed to fulfil commitments referred to in items 5.2.3. and 8.1.

The anticipated sources of funds needed to fulfil the commitments referred to in items 5.2.3. and 8.1. are described throughout this section.

Registration Document - Section 10 – Page 14 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

In the past years, the SyV Group has carried out significant technological research activities.

In order to organise and structure these activities, the Group has certified its R&D&I management system in accordance with the forward-looking UNE 166002:2006 standard. The aims are as follows:  Promote R&D&I activities  Design guidelines for organising and effectively managing R&D&I  Analyse the internal and external technological situation  Identify and assess the threats and opportunities posed by technological trends  Define basic objectives of R&D&I activities  Select and manage an appropriate project portfolio  Ensure that activities that could generate own technologies and patents are not disregarded  Obtain addition benefits, such as through technology transfer or from tax rebates  Promote R&D&I as a means to a competitive edge and treat it as such in all corporate reputation schemes  Compile and maximise innovative ideas and suggestions from all company departments. In addition, carry out ongoing training of personnel, meeting all the possible needs arising from technological developments implemented.

All such activities are AUDITED and CERTIFIED by AENOR (the Spanish Association for Standardization and Certification) in its annual monitoring audits.

The following chart provides a sector-based breakdown of the number of projects carried out by the different companies participating in R&D&I projects.

Registration Document- Section 11 – Page 1 The financial investment made for execution of all these projects is as follows:

50.000.000 € 45.000.000 € 43.972.582 € 40.000.000 € 32.633.223 € 35.000.000 € 27.697.145 € 30.000.000 € 25.000.000 € 20.000.000 € 15.000.000 € 10.000.000 € 5.000.000 € - € 2007 2008 2009

Registration Document- Section 11 - Page 2 Assistance received

16.000.000 €

14.000.000 €

12.000.000 €

10.000.000 €

8.000.000 €

6.000.000 €

4.000.000 €

2.000.000 €

- € 2007 2008 2009 SUBVENCIÓN CRÉDITO DESGRAVACIÓN

A summary of the economic components of the Group’s R&D&I is as follows:

GRANTS TAX CREDITS TAX RELIEF 2007 €1,506,099 €12,586,562 €4,761,088 2008 €1,834,116 €15,214,834 €7,056,748 2009 €1,633,782 €9,899,799 €4,678,276

The figure for the 2009 tax rebate is not definitive, given that at the date of this document, we have yet to receive the final figures (awaiting approval by the certifying agency).

The data referring to the number of projects, the investment made and the economic factors, as shown above, have been reclassified to a like-for-like basis, in view of the sale of Itínere (discussed in section 5.2.1). The reason for this reclassification is that projects that had been assigned to Itínere prior to its sale had entailed investment and had secured economic assistance, such as the road surface management project and the toll management project. Accordingly, data referring to these projects cannot be accounted for within the Sacyr Vallehermoso Group’s results in 2007 and 2008, given that these assets are owned by Itínere and were sold along with that company.

Significant advances have been made with respect to protection of the outcome of technological research (patents and utility models).

During the three years in question, the necessary steps have been taken in order to secure intellectual property protection for the following inventions:

Registration Document- Section 11 - Page 3 SACYR:

- Device to make concrete gutters using slipform construction (Concedida)

- Machine to position tiles for paving large surfaces (Concedida)

- Land vehicle for the topographic analysis of surfaces of lineal infrastructures (Concedida)

- Wrapping device (Concedida)

- Bituminous mixture containing recycled artificial aggregates (Concedida)

- Device for joining plastic tubing (Concedida)

SUFI:

- Container-lifting device (Concedida)

- Improved axe bar (Concedida)

- Device for removing stumps (Concedida)

- Dosification device (Concedida)

CAVOSA:

- Perforating device in retro excavator machine (Concedida)

VALLEHERMOSO

- Distributor cabinet (Concedida)

In addition, the Group is currently processing seven other patent applications.

Registration Document- Section 11 - Page 4 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

12. TREND INFORMATION

12.1. The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of 2009

Section 20.6 of this Registration Document includes financial information on the SACYR VALLEHERMOSO Group for the first nine months of 2010.

Following is information on the SACYR VALLEHERMOSO Group’s performance by business area through 30 September 2010. The considerations of section 20.6 regarding the basis of presentation of the financial information are fully applicable to the data provided below.

IFRIC 12 “Service Concession Arrangements”.

In 2010, the SyV Group adopted IFRIC 12 Service Concession Arrangements regarding the accounting treatment for service concession arrangements in the public and private sectors under IFRS. This interpretation contains modifications to the accounting treatment for concession arrangements in which the operator has an unconditional right to receive a specified amount from the grantor irrespective of the use of the infrastructure.

The main impact on the SyV Group’s financial statements is that the concessions affected by the new interpretation (mostly Sacyr Concesiones, but also a minor impact on Valoriza and Sacyr) have been reclassified from “Concession Projects” under “Non-current assets” in the consolidated balance sheet to “Non-current financial assets". As a result, part of the income generated is considered to be finance income and therefore not included in revenue. The impact on earnings for the first nine months of 2010 is shown in the table below:

Millions of euros Revenue Net profit

Sacyr Concesiones -17.9 15.1

Other -1.8 0.2

Total SyV -19.7 15.3

2009 figures have been restated using the same accounting criteria to ensure full comparability.

Revenue backlog for 2009 and 2010 has also been restated in accordance with the new revenue recognition criteria.

Registration Document- Section 12 – Page 1 CONSOLIDATED INCOME STATEMENT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2010 Contribution Holding and (Thousands of euros) Sacyr from Vallehermoso Testa Valoriza Somague Adjustments TOTAL investees concessions

Revenue 1,572,180 46,072 578,957 187,895 763,659 584,434 35,812 -143,981 3,625,030 Other income 126,954 373,560 14,370 1,712 46,591 31,471 23,894 -314,825 303,727 Total operating income 1,699,135 419,632 593,327 189,607 810,250 615,905 59,707 -458,806 3,928,757 External and operating expenses -1,606,230 -394,320 -734,399 -40,165 -702,201 -579,692 -60,131 505,703 -3,611,435 GROSS OPERATING PROFIT/(LOSS) 92,905 25,312 -141,072 149,443 108,049 36,213 -424 46,897 317,322 Depreciation and amortisation -17,496 -19,178 -1,929 -33,507 -33,687 -9,167 -2,851 -2,993 -120,808 Current provisions -11,022 253 86,264 -322 -9,238 -7,026 8,700 0 67,609 ORDINARY OPERATING PROFIT/(LOSS) 64,386 6,386 -56,737 115,613 65,124 20,021 5,424 43,904 264,123 Change in provisions for non-current assets 0 0 0 23 0 0 23 NET OPERATING PROFIT 64,386 6,386 -56,737 115,613 65,147 20,021 5,424 43,904 264,146 Net finance income/(costs) 12,051 -10,973 -27,807 -47,384 -21,894 -6,996 -208,480 -22,317 -333,800 Net foreign exchange differences -547 1 0 0 -468 463 472 0 -78 Share of profit (loss) of companies accounted for using the equity method 108 -13,301 -27 16 2,167 203 180,167 -1,917 167,417 Provisions for financial investments 0 0 12,001 0 120 -591 -431 0 11,098 Change in value of financial instruments at fair value through profit or loss 0 -2 0 0 -210 0 0 0 -212 Gain/(loss)on disposal of non-current assets 1,074 38 -629 0 394 251 0 0 1,127 Profit/(loss) before tax 77,072 -17,850 -73,199 68,246 45,256 13,350 -22,848 19,670 109,698 Income tax expense -27,747 957 25,394 -22,754 -13,312 -4,948 67,288 -12,460 12,417 PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS49,325 -16,894 -47,805 45,492 31,944 8,402 44,440 7,210 122,115

DISCONTINUED OPERATIONS 0 -11,334 0 0 0 0 3,375 0 -7,960

PROFIT/(LOSS) FOR THE PERIOD 49,325 -28,228 -47,805 45,492 31,944 8,402 47,815 7,210 114,155 Attributable to minority interests 796 1,699 -4,073 -92 -2,129 -53 0 -75 -3,927 ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 50,120 -26,529 -51,878 45,399 29,815 8,349 47,815 7,135 110,228

Registration Document- Section 12 – Page 2 CONSOLIDATED INCOME STATEMENT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2009 (*) Contribution Holding and (Thousands of euros) Sacyr from Vallehermoso Testa Valoriza Somague Adjustments TOTAL investees concessions

Revenue 1,822,017 48,612 1,337,364 195,884 678,071 603,009 34,060 -228,367 4,490,649 Other income 113,538 218,593 25,678 776 62,202 29,073 15,922 -210,516 255,265 Total operating income 1,935,555 267,205 1,363,042 196,660 740,272 632,082 49,982 -438,884 4,745,914 External and operating expenses -1,840,541 -242,254 -1,308,737 -36,636 -652,608 -602,032 -154,458 424,109 -4,413,156 GROSS OPERATING PROFIT/(LOSS) 95,014 24,951 54,304 160,024 87,665 30,050 -104,476 -14,774 332,759 Depreciation and amortisation expense and impairment of goodwill -16,003 -16,709 -1,876 -34,310 -27,287 -10,135 -3,122 -33,253 -142,696 Current provisions 305 -1,545 -212,698 -10,378 -6,683 -895 -30,002 0 -261,895 ORDINARY OPERATING PROFIT/(LOSS) 79,316 6,697 -160,269 115,337 53,695 19,020 -137,600 -48,027 -71,832 Change in provisions for non-current assets 0 0 0 0 0 0 122,165 -122,165 0 NET OPERATING PROFIT 79,316 6,697 -160,269 115,337 53,695 19,020 -15,435 -170,192 -71,832 Net finance income/(costs) 3,867 -7,748 -59,908 -50,761 -15,086 -11,753 -265,896 -9,761 -417,047 Net foreign exchange differences -509 -16 0 0 -575 -2,808 -29 16 -3,921 Share of profit (loss) of companies accounted for using the equity method-1,040 -11,068 35 0 1,864 -109 192,382 -380,871 -198,807 Provisions for financial investments 0 0 -82 0 0 -100 202,048 -201,944 -78 Change in value of financial instruments at fair value through profit or loss 0 -130 0 0 0 0 0 0 -130 Gain/(loss) on disposal of non-current assets 3,969 0 0 65,406 -108 0 39 -2,980 66,325 Profit/(loss) before tax 85,602 -12,264 -220,224 129,982 39,790 4,249 113,108 -765,734 -625,491 Income tax expense -29,794 239 64,831 -25,392 -7,911 -2,149 24,532 214,639 238,994 PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS55,808 -12,025 -155,393 104,590 31,879 2,100 137,640 -551,095 -386,497

DISCONTINUED OPERATIONS 0 0 0 0 0 0 931,758 -76,832 854,927

PROFIT/(LOSS) FOR THE PERIOD 55,808 -12,025 -155,393 104,590 31,879 2,100 1,069,398 -627,927 468,430 Attributable to minority interests 1,010 1,684 -40 -134 -971 -82 0 -1,479 -12 ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 56,818 -10,341 -155,432 104,456 30,908 2,018 1,069,398 -629,406 468,418

Registration Document – Section 12 – Page 3 CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER 2010 Contribution Holding and (Thousands of euros) Sacyr from Vallehermoso Testa Valoriza Somague Adjustments TOTAL investees concessions

NON-CURRENT ASSETS 335,436 1,990,424 107,504 3,973,999 1,028,030 186,367 11,356,443 -4,705,163 14,273,039 Intangible assets 727 157 0 0 12,005 709 2,026 0 15,624 Investment properties 7,000 0 54,199 2,810,395 0 0 0 -202,191 2,669,403 Concession projects 94,615 1,095,172 0 127,028 369,381 7,433 0 -58,215 1,635,415 Property, plant and equipment 168,428 5,363 2,514 237 353,848 89,103 7,562 0 627,056 Financial assets 64,666 888,932 43,990 1,036,339 165,619 61,452 11,346,854 -4,465,864 9,141,989 Other non-current assets 0 800 6,800 0 9,139 0 0 -800 15,939 Goodwill 0 0 0 0 118,038 27,670 0 21,906 167,614 CURRENT ASSETS 2,815,705 252,562 2,036,685 66,944 677,881 736,478 681,292 -1,065,180 6,202,368 Non-current assets held for sale 0 0 0 0 0 0 279,080 0 279,080 Inventories 331,808 86 1,932,294 0 20,612 53,224 163 255,756 2,593,942 Trade and other receivables 1,697,203 162,798 68,555 38,709 563,123 602,261 168,536 -611,528 2,689,658 Financial assets 616,967 10,965 6,218 4,348 14,866 3,757 203,686 -709,429 151,378 Cash and cash equivalents 169,728 78,714 29,618 23,886 79,280 77,235 29,827 21 488,310 ASSETS = LIABILITIES 3,151,142 2,242,986 2,144,190 4,040,942 1,705,911 922,844 12,037,735 -5,770,343 20,475,407

EQUITY 623,122 142,993 16 1,267,052 354,898 145,796 2,269,202 -1,686,640 3,116,439 Shareholders' equity 599,245 126,475 -4,972 1,261,335 327,683 145,584 2,269,202 -1,678,687 3,045,865 Minority interests 23,877 16,519 4,988 5,717 27,215 212 0 -7,953 70,574 NON-CURRENT LIABILITIES 219,941 1,335,530 705,930 2,621,183 572,823 81,295 8,024,846 -2,590,221 10,971,326 Loans and borrowings 113,308 955,666 324,114 2,549,813 385,546 53,540 5,323,015 -31,353 9,673,649 Financial instruments at fair value through profit or loss 1,518 190,187 0 14,200 32,322 4,474 132,384 -5,086 369,999 Provisions 6,950 2,664 51,100 8,052 31,331 5,334 995 0 106,425 Other non-current liabilities 98,165 187,014 330,715 49,118 123,625 17,947 2,568,451 -2,553,783 821,252 CURRENT LIABILITIES 2,308,080 764,463 1,438,244 152,708 778,190 695,754 1,743,687 -1,493,482 6,387,642 Liabilities directly associated with assets classified as held for sale 0 0 0 0 0 0 0 0 0 Loans and borrowings 174,251 180,206 1,091,424 99,267 302,874 165,226 625,272 -178 2,638,342 Trade payables 1,589,738 64,059 285,005 21,967 262,537 422,200 137,075 72,718 2,855,298 Trade provisions 87,487 737 0 973 9,621 22,318 21,300 0 142,436 Other current liabilities 456,603 519,459 61,815 30,501 203,158 86,009 960,041 -1,566,022 751,566

Registration Document – Section 12 – Page 4 CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2009 (*) Contribution Holding and (Thousands of euros) Sacyr from Vallehermoso Testa Valoriza Somague Adjustments TOTAL investees concessions*

NON-CURRENT ASSETS 253,256 1,806,277 127,098 3,809,317 996,720 182,056 10,961,558 -4,307,069 13,829,213 Intangible assets 2,631 129 0 0 11,199 1,254 2,839 0 18,052 Investment properties 4,062 0 51,359 3,035,654 0 0 0 -391,383 2,699,691 Concession projects 82,620 931,613 0 101,328 368,795 5,600 0 -54,860 1,435,095 Property, plant and equipment 81,525 5,802 6,510 27,575 340,252 92,499 9,034 -54 563,143 Financial assets 82,419 867,934 62,899 644,760 150,303 55,033 10,949,684 -3,881,877 8,931,156 Other non-current assets 0 800 6,192 0 8,290 0 0 -800 14,483 Goodwill 0 0 137 0 117,880 27,670 0 21,906 167,593 CURRENT ASSETS 2,464,695 165,111 2,415,315 247,557 594,092 725,580 565,962 -664,493 6,513,818 Non-current assets held for sale 0 0 0 0 0 0 283,223 0 283,223 Inventories 380,140 72 2,289,981 0 17,985 52,235 157 400,020 3,140,591 Trade and other receivables 1,364,270 59,247 53,600 100,826 465,155 595,018 26,830 -368,139 2,296,808 Financial assets 515,293 8,704 40,171 91 37,063 9,672 151,337 -695,170 67,161 Cash and cash equivalents 204,991 97,088 31,563 146,640 73,889 68,655 104,415 -1,204 726,036 ASSETS = LIABILITIES 2,717,951 1,971,389 2,542,414 4,056,874 1,590,812 907,636 11,527,519 -4,971,562 20,343,032

EQUITY 537,684 207,963 51,010 1,215,967 340,109 139,445 2,150,012 -1,688,310 2,953,879 Shareholders' equity 519,525 186,348 47,467 1,210,264 313,163 139,288 2,150,012 -1,710,306 2,855,763 Minority interests 18,159 21,615 3,542 5,702 26,945 157 0 21,995 98,116 NON-CURRENT LIABILITIES 183,929 1,355,671 394,566 2,680,065 592,596 71,669 7,630,133 -1,909,861 10,998,768 Loans and borrowings 100,933 1,143,235 230,232 2,612,517 418,844 51,807 5,413,342 -11,410 9,959,499 Financial instruments at fair value through profit or loss 1,244 103,006 0 16,472 18,165 573 184,215 -573 323,101 Provisions 6,841 9,291 102,757 8,941 25,162 3,916 995 -8,105 149,799 Other non-current liabilities 74,911 100,139 61,578 42,136 130,425 15,373 2,031,581 -1,889,773 566,369 CURRENT LIABILITIES 1,996,338 407,754 2,096,838 160,842 658,107 696,522 1,747,378 -1,373,394 6,390,384 Liabilities directly associated with assets classified as held for sale 0 0 0 0 0 0 0 0 0 Loans and borrowings 161,767 38,139 1,501,356 100,524 214,780 171,615 511,912 -14,547 2,685,547 Trade payables 1,542,289 30,178 434,072 43,415 287,835 414,965 180,948 23,991 2,957,694 Trade provisions 91,710 0 893 803 10,775 20,745 30,000 0 154,926 Other current liabilities 200,573 339,436 160,516 16,099 144,717 89,197 1,024,518 -1,382,838 592,218

Registration Document – Section 12 – Page 5 The breakdown of the contribution to the Sacyr Vallehermoso Group’s revenue (net of adjustments) in the nine months ended 30 September 2010 by business and markets is given in the following tables and charts:

30 SEPTEMBER 2010

Valoriza; 20.3%

Testa; 5%

Vallehermoso; Sacyr-Somague; 15.4% 57.2%

Sacyr Concesiones, 1.2%

30/09/10 Sacyr-Somague Sacyr Concesiones Vallehermoso Testa Valoriza Holding TOTAL Revenue 57.2% 1.2% 15.4% 5.0% 20.3% 1.0% 100.0% EBITDA 47.7% 9.4% -52.2% 55.3% 40.0% -0.2% 100.0% Net profit 56.7% -25.7% -50.3% 44.0% 28.9% 46.4% 100.0%

Geographic distribution of revenue

30/09/10 Spain Portugal Angola Ireland Italy Panama Other markets SyV Group Sacyr-Somague 58.0% 14.7% 7.9% 4.0% 6.0% 4.6% 4.8% 57.2% Sacyr Concesi ones 71.8% 4.5% 12.5% 11.1% 1.2% Vallehermoso 99.0% 1.0% 15.4% Testa 81.5% 18.5% 5.0% Valoriza 78.2% 7.2% 14.6% 20.3% SyV Group 70.0% 10.1% 4.5% 2.5% 3.5% 2.6% 6.8% 100.0%

SACYR/SOMAGUE

This business posted revenue of €2,156.6 million in the first nine months of 2010, an 11.1% year-on-year decline, due to the downturn in activity in Spain resulting from the generalised fall in residential construction. International activity, however, picked up, with revenue rising 9.4% to €901.7 million.

Meanwhile, EBITDA rose 3.2% to €129.1 million, leaving an EBITDA margin of 6.0%, up 0.8pp from 5.2% in 9M09.

The large construction backlog of €7,611.5 million at 30 September guarantees 31.8 months of activity.

Civil engineering work makes up 88.7% of the construction backlog, non-residential construction 9.9% and residential construction the remaining 1.4%.

Registration Document- Section 12 – Page 6 CONSTRUCTION BACKLOG September % Chg 2010 2009 10/09 Civi l work 6,752,740 6,915,091 -2.3% Non-residential building 755,166 797,794 -5.3% Residential building 103,567 241,524 -57.1% TOTAL 7,611,473 7,954,410 -4.3% International 5,279,676 5,236,524 0.8% Spain 2,331,797 2,717,886 -14.2%

At 30 September 2010, 69.4% of Sacyr Vallehermoso Group’s construction backlog related to international projects, underpinned by the its intense tendering activity. Of the projects in the backlog, 77.3% are in the EU, 30.6% in Spain, 33.8% in Italy and 12.9% in Portugal. The remaining 22.7% are located in other countries and mainly relate to projects won in Panama and Libya.

The main contracts awarded to September 2010 are:

 Construction work on access to the new Barcelona airport terminal (Barcelona’s local rail network), worth €221.8 million.

 Reinforcement work on the “Venda Nova III” dam in Portugal, with a €143.78 million budget.

 Construction of the Levante II prison in Valencia, for €86.8 million.

 Ancillary work on the high-speed railway line between Leon and Asturias (Pajares tunnels) in a contract awarded by the Spanish Railway Infrastructure Administrator (ADIF) to a consortium whose members include Sacyr Group companies, Cavosa and Neopul, for €68.1 million.

 Construction of a local rail network station in Zaragoza, worth €33.1 million.

 Construction of a building for Zaragoza University, worth €11.3 million.

Registration Document – Section 12 – Page 7  Contract by the Junta de Castilla León of a section of the Guardo relief road, CL- 626 from Asturias to Aguilar de Campoo, for €10.1 million.

 Construction of a car park and urban development work for the Plaza del Centenario in Valladolid, worth €10.9 million.

 Expansion of the western commercial dock in Puerto de Marín (Pontevedra), worth €10 million.

 Construction of Sonangol Distribuidora’s headquarters in Angola, worth €25.8 million.

 Malaga town council’s housing institute awarded Sacyr the €8.33 million contract to build 128 government-subsidised homes in the “García Grana” district, with an execution period of 14 months.

VALORIZA

Valoriza reported a 12.6% increase in revenue to €763.7 million in 9M10 from €678.1 million in 9M09, driven by organic growth in its four main business areas with the start- up of new projects. Growth was particularly strong in the Water (31%) division, followed by the Multi-services (12%) and Environment (11%) businesses. EBITDA soared 23.3% to €108.0 million in 9M10, leaving an EBITDA margin of 14.1%, compared to 12.9% in the first nine months of 2009.

The breakdown of revenue and the contribution to EBITDA by the main business areas are as follows:

REVENUE Multi-services 22% EBITDA

Water 32% Multi-services 11% Water 31%

Alternate energies 17% Environment 27% Alternate energies 31% Environment 29%

. Environment:

The Environment division generated revenue of €222.3 million, up 10.8% on the year-earlier figure of €200.7 million. The Group has broadened its footprint in this activity through recycling and waste recovery concessions (urban waste, sludge and waste containers) and access to other services (e.g. cleaning, parking meters).

In September 2010, Valoriza won the contract to build and maintain a mechanical biological treatment (MBT) system for processing urban waste in the area of Armulaza, Monte Arraiz (Bilbao) for €89 million. The contract includes drafting the execution plans, the turnkey construction, the start-up of the facility and its operation and maintenance for a period of 10 years. Other projects won to September include the operation of the Fervasa waste treatment plant in Quart de Poblet (Valencia); the eight-year urban solid waste management and street cleaning contract for the city of Arona (Tenerife); a three-year extension to the contract for running the urban solid waste plant in Porto; the contract to install, maintain and clean underground containers in San Fernando de Henares (Madrid); the maintenance, preservation and operation of a composting and packaging treatment plant in Abajas (Burgos); and the maintenance of Las Rozas town council’s green areas.

Registration Document – Section 12 – Page 8 . Water:

Water Management revenue totalled €241.5 million in 9M10, up 30.9% on the €184.5 million of the first nine months last year thanks mainly to the contribution of Valoriza Water (Australia).

Valoriza Agua carries out this activity in Spain and AGS in Brazil and Portugal, supplying water to over 3 million people. Sadyt, the specialist water technology company, has developed over 50 wastewater treatment and desalination plants. It is involved in major projects, such as the design and construction of the Ashdod (Israel) desalination plant; the Bahía de Alcudia desalination plant; the Perth (Australia) desalination plant; and the Llobregat drinking water treatment plant in Abrera (Barcelona), the largest in world using electrodialysis reversal (EDR) technology.

In addition, as of September this year, Valoriza, through Sadyt, had won the contract to enlarge and subsequently operate through a concession the wastewater treatment plant in Yeles (Toledo). The concession is for 25 years and the total budget is €103.8 million. Another major contract win was the 25-year drinking water concession in Alamillo.  Multi-services: Revenue from the Multi-services business amounted to €169.3 million in 9M10, 12.5% higher than the €150.5 million obtained in 9M09. Contracts won by Valoriza Facilities, which specialises in the provision of auxiliary services, include a four-year end-to-end management contract for the Elche (Alicante) senior citizens’ home and a cleaning and waste collection contract for the Meixoeiro hospital (Vigo).

Meanwhile, Valoriza Servicios a la Dependencia continues to expand its activities through a range of contracts to provide care services to dependent people.  Energy:

Revenue in 9M10 from alternative energy activities amounted to €130.5 million. Valoriza Energía oversees the SyV Group’s actions in the areas of energy, focusing on the development, construction and operation of energy efficiency and renewable energy projects.

TESTA

Testa reported revenue of €187.9 million through 30 September 2010. Of this amount, €183.8 million related to rental income on properties in operation. The remaining €4.1 million came from property management services.

The 4.1% year-on-year decrease in revenue in the first nine months of the year was due mainly to the disposal of rental properties at the end of March 2009. Specifically, the company sold a shopping centre, several senior citizens’ homes and other minor assets which contributed to revenue in the first quarter of 2009.

Stripping out this effect, like-for-like rental income was down just 1.9%, mostly because revisions to rental contracts since June 2009 entailed decreases as lease renewals were based on annual CPI indexes, which were negative.

Registration Document – Section 12 – Page 9 L-F-L REVENUE BY PRODUCT September % Chg Thousands of euros 2010 2009 1 Offices 124,054 129,820 -4.4% Shopping centres 18,718 19,299 -3.0% Hotels 20,859 18,063 15.5% Housing 9,572 9,297 3.0% Industrial premises 8,399 8,696 -3.4% Senior citizens' homes 1,349 1,281 5.3% Car parks 843 806 4.5% L-f-l rental income 183,794 187,262 -1.9%

LFL = same surface area in both periods excluding sales and/or additions. Rentals by product type at 30 September 2010

RENTAL INCOME BY PRODUCT

Senior citizens' homes Housing Industrial 5% 1% premises Car parks 5% 0% Hotels 11%

Shopping centres 10% Offices 68%

EBITDA amounted to €149.5 million, leaving an EBITDA margin of 79.6%, a touch lower than in the first nine months of last year (81.7%). This underscores the resilience of the SyV Group’s Rental Property division against a backdrop of overall market decline.

No significant sales of rental properties have been made in 2010, whereas last year proceeds from disposals amounted to €65.4 million.

Leasable area at 30 September 2010 stood at 1,515.2 thousand m2, up 1.0% on the 1,500.2 thousand m2 at 30 September 2009. Growth was mainly due to the inclusion as properties in operation of two leased youth homes with purchase options in Móstoles run by the Madrid regional government.

The occupancy rate at 30 September 2010 was 95.3%, unchanged from at the end of 1H09.

At 30 September 2010, work was underway on a senior citizens’ home and other projects.

VALLEHERMOSO

Vallehermoso reported 9M10 revenue of €579.0 million, down 56.7% from the €1,337.4 million of 9M09. The fall was the result of the overall sector downturn this year and the large amount of land sales last year.

Registration Document – Section 12 – Page 10 Of the total, €311.2 million of revenue was from residential development sales and €262.7 million from extraordinary land and other product sales. Service revenue was €5.0 million.

The EBITDA margin on residential development was 10.8%, while the total margin was undermined by the impact of sales at losses, which were recognised partly last year through related provisions.

REVENUE September % Chg (Thousands of euros) 2010 2009 1 Residential products 311.254 389.397 -20,1% Gross margin/sales (%) 10.8% 12,5%

Extraordinary sales of land and residential product 262.682 942.240 -72,1%

Margin % -23,4% 6,2%

Total residential product and land 573.936 1.331.637 -56,9% Rendering of services 5.021 5.727 -12,3% 100,0% 100,0% TOTAL REVENUE 578.957 1.337.364 -56,7%

Pre-sales as at 30 September 2010 amounted to €285.8 million.

SACYR CONCESIONES

The adoption of IFRIC 12 Service Concession Arrangements in 2010 affects six concessions in operation: Aunor (Spain), San José-Caldera (Costa Rica), the two transport hubs (Moncloa and Plaza Elíptica) and two hospitals (Parla and Noreste). Figures for the first nine months of 2009 have been restated in accordance with IFRIC 12 and are therefore fully comparable.

On 28 July 2010, the transaction agreed in May 2010 between Sacyr Vallehermoso and Eiser Global Infrastructure Fund for the sale of 49% stakes in four concessions was settled. These concessions are: the Moncloa and Plaza Elíptica transport hubs, and the Autovía Noroeste and Autovía del Turia toll motorways.

Sacyr Concesiones reported revenue of €46.1 million in 9M10, compared to €48.6 million in 9M09. This marked a 5.2% decline, due to the decrease in the shareholdings in the four concessions sold to Eiser which to 2010 July did not contribute to revenue as they were accounted for as assets held for sale. Had the same accounting criteria been applied in 2009, toll revenue would have amounted to €31.0 million, leading to a 36.5% increase this year thanks to growth of the existing concessions and the start-up of two new ones: the “Autopista del Sol” motorway (S. José-Caldera) in Costa Rica, a section of which was opened in June 2010, and the N-6 motorway between Galway and Ballinasloe in Ireland on 18 December 2009. The M-50 ring road in Dublin (Ireland) was opened in the third quarter of 2010, but it did not contribute to revenue as it was only opened to traffic the last few days of September.

EBITDA in 9M10 increased by 1.4% year-on-year to €25.3 million, leaving an EBITDA margin of 54.9%, compared to 51.3% in the same period in 2009.

Traffic on the Group’s motorways in through September this year has increased, particularly on the Eresma, Barbanza, Viastur and Turia roads.

Registration Document – Section 12 – Page 11 SEP 10 SEP 09 % Chg 10/09 (Millions of euros) Toll income ADT Toll income* ADT Toll income ADT Sacyr Concesiones 42,3 31,0 36,6% Aunor 0,2 11.689 0,2 11.925 0,0% -2,0% Turia 1,4 37.305 1,4 36.569 0,0% 2,0% Viastur 4,6 21.908 4,4 20.579 5,4% 6,5% Eresma 3,9 6.505 3,7 6.034 5,7% 7,8% Barbanza 3,4 13.442 3,2 12.661 5,1% 6,2% Pamasa 2,5 21.435 2,7 21.384 -8,8% 0,2% San Jose- Caldera road link 4,8 21.930 0,7 9.922 n.m. n.m. N-6 Galway-Ballinasloe 4,7 8.612 n.m. n.m. Hospital del Noreste 7,6 6,5 16,5% Hospital de Parla 6,6 5,3 23,2% Plaza Eliptica transport hub 0,4 0,3 27,7% Moncloa transport hub 0,8 0,6 28,7% Neopistas 1,4 1,8 -21,0% * Pro forma IFRIC 12 and adjusted for changes in consolidation criteria for interest in Aunor, Turia and the two transport hubs.

At 30 September 2010, Sacyr Concesiones had a portfolio of 29 concessions in six countries. Of these, 18 are toll motorway concessions, 15 of which are located in the EU (11 in Spain, 1 in Portugal, 2 in Ireland and 1 in Italy) and three in Latin America (1 in Chile and 2 in Costa Rica). It also holds 11 concessions for other assets, namely three hospitals in Madrid, two hospitals in Portugal, two transport hubs in Madrid, two underground lines (one in Seville and one in Tenerife), one airport in Murcia and one motorway service area company.

% CONSOLIDATION TOTAL FIRST YEAR LAST YEAR CONCESSION MOTORWAY SECTION OWNERSHIP METHOD KM OF OPERATIONOF OPERATION Madrid - Levante Motorway AP-36 Ocaña-La Roda 40.00% Equity 177.0 2006 2040 Madrid accesses (R-3 and R-5) R-3 M-40 - Arganda del Rey 25.16% Equity 31.8 2004 2049 R-5 M-40 - Navalcarnero 25.16% Equity 28.9 2004 2049 M - 50 A-6 - M-409 25.16% Equity 29.6 2004 2049 Aunor C-415 Alcantarilla - Caravaca de la Cruz 100.00% Full 62.2 2001 2026 Madrid Sur motorway (R-4) R-4, M-50 R-4 (M-50 - Ocaña); M-50 (A-2 A-4) 35.00% Equity 93.5 2004 2065 Pamasa MA-15 Palma Mallorca-M anacor 40.00% Proportionate 43.7 2007 2042 Viastur AS-18, AS-17 AS-18 (oviedo - Porceyo), AS-17 (Lugones - Bobes) 70.00% Full 26.8 2007 2035 Neopistas EE:SS Alberique 100.00% Full NA 2006 2027 Neopistas EE:SS Valdáliga 100.00% Full NA 2003 2025 Neopistas EE:SS Guitriz - Calzadilla de los Barros 100.00% Full NA 2004 2030 Plaza Eliptic a transport hub Plaza Elíptica (Madrid) 93.44% Full NA 2007 2040 Parla hospital Parla (Madrid) 100.00% Full NA 2007 2035 Noreste hospital Coslada (M adrid) 100.00% Full NA 2007 2035 Eresma motorway CL-601 Cuellar-Segovia 80.00% Full 49.2 2008 2041 Moncloa transport hub Moncloa (M adrid) 86.65% Full NA 2008 2043 Turia motorway CV-35 Valencia-Losa del Obispo 89.00% Full 54.0 2008 2040 Barbanza mo torway AG-11 Padrón - Ribeira 80.00% Full 40.1 2008 2036 Majadahonda hospital Majadahonda (Madrid) 20.00% Equity NA 2008 2035 Sol motorway San José - Caldera (Costa Rica) 35.00% Proportionate 76.8 2010 2033 Seville metro Line 1 Dos Hermanas-Aljarafe 32.77% Equity 18.08 2009 2038 Tenemetro Spain Tenerife light rail 30.00% Equity 14.4 2007 2018 Brisal Portugal Autoestrada litoral centro 20.00% Equity 92.0 2008 2033 Galway - Ballinasloe N-6 Doughiska - Tulrush (Ireland) 45.00% Proportionate 56.0 2009 2037 TOTAL CONCESSIONS OF SACYR CONCESIONES IN OPERATION 894.1 Guadalmedina motorway Ap-46 Málaga - Alto Las Pedrizas 80.00% 24.5 2011 2042 Arlanzón motorway Santo Tomé del Puerto-Burgos 100.00% 146.0 2010 2026 Valle motorway San José/Aeropuerto - San Ramó n (Costa Rica 35.00% 65.8 2011 2034 M50 - Dublin M-50 Dublin ring road (Ireland) 45.00% 43.3 2010 2042 Murcia airport Corvera (Murcia) 60.00% NA 2010 2047 Tunel do Marao IP-4 Amarante - Vilareal (Portugal) 55.00% 29.8 2012 2038 Vallenar - Caldera motorway Norte de la Ruta 5 Vallenar-Caldera (Chile) 100.00% 224.0 2011 2023 Braga hospital Braga (Portugal) 51.00% NA 2011 2038 Azores hospital Azores (Portugal) 40.00% NA 2012 2038 Vila Franca hospital Portugal Xira 51.00% Full NA 2012 2039 Pedemontana - Veneta Vicenza - Treviso (Italy) 60.00% 95.0 NA NA TOTAL CONCESSIONS OF SACYR CONCESIONES UNDER CONSTRUCTION 628.36 TOTAL SACYR CONCESIONES 1,522.43

Recurring revenue from activities, adjusted for the adoption of IFRIC 12, amounted to €28,038.3 million through 30 September 2010, while EBITDA was €15,404.0 million.

12.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects.

Registration Document – Section 12 – Page 12 Information on any known trends, uncertainties, etc. that are reasonably likely to have a material effect on the issuer’s prospects are included in the section on Risk Factors in the Issue prospectus.

Registration Document – Section 12 – Page 13 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

13. PROFIT FORECASTS OR ESTIMATES

The present Registration Document does not include any estimates or forecasts of profits.

Registration Document - Section 13 - Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail. 14. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT

14.1. Identification and activities

A) Identification

Members of the administrative body

The composition of the Board of Directors of SACYR VALLEHERMOSO at the date of this Registration Document is indicated below. All members of the Board have been named for a five-year (5) period from the date of appointment.

Name Post Registered office Directorship Luis Fernando del Rivero Asensio Chairman Pº Castellana 83-85 - Madrid Executive First Vice- Manuel Manrique Cecilia Pº Castellana 83-85 - Madrid Executive Chairman AND Managing Director Nueva Compañía de Inversiones, Second Vice- Proprietary Fernando El Santo, 23 - Madrid S.A. Chairman (1) Third Vice- Gespura SGPS - Largo Marqués de Proprietary Diogo Alves Diniz Vaz Guedes Chairman Angeja, 18 (8) Actividades Inmobiliarias y Proprietary Member Avda. Gran Via, 15 - Murcia Agrícolas, S.A. (2) Proprietary Austral B.V. Member Fernando El Santo, 23 - Madrid (3) Proprietary Demetrio Carceller Arce Member Pº de la Habana 172 - Madrid (11) Proprietary Ángel López Corona Dávila Member Pº Castellana 89. Madrid (9) Matías Cortés Domínguez Member Hermanos Bécquer 8 – 3. Madrid Independent Concejal García Feo 30 - Las Proprietary Grupo Satocán, S.A. Member Palmas de G. C. (4) Proprietary José Luis Méndez López Member Rua Nueva 30. La Coruña (10) Proprietary Participaciones Agrupadas S.R.L. Member Pº Castellana 89. Madrid (5) Proprietary Prilou, S.L. Member Pº Castellana 83-85. Madrid (6) Proprietary Prilomi, S.L. Member Pº Castellana 83-85. Madrid (7) (1) Juan Abelló Gallo is the representative of the Board member Nueva Compañía de Inversiones, S.A. (2) Víctor Guillamón Melendreras is the representative of the Board member Actividades Inmobiliarias y Agrícolas, S. A. (3) Pedro del Corro García-Lomas is the representative of the Board member Austral B. V. (4) Juan Miguel Sanjuán Jover is the representative of the Board member Grupo Satocán, S.A.

Registration Document- Section 14 - Page 1 (5) Andrés Pérez Martín is the representative of the Board member Participaciones Agrupadas, S.R.L. (6) José Manuel Loureda Mantiñán is the representative of the Board member Prilou, S. L. (7) José Manuel Loureda López is the representative of the Board member Prilomi, S. L. (8) Diogo Alves was appointed member of the Board of Directors at the proposal of Finanvague, which at that time held a 5.095% interest in the share capital of SyV, although at the date of the present Document it no longer holds this stake. The Company has undertaken to review Mr. Alves’ classification at the next meeting of the Appointments and Remuneration Committee, in order to bring his appointment into line with the new circumstances. (9) Ángel López Corona Dávila was appointed Board member at the proposal of Caixanova (10) José Luis Méndez López was appointed Board member at the proposal of Caixa Galicia (11) Demetrio Carceller Arce was appointed Board member at the proposal of Disa Corporación Petrolífica Vicente Benedito Francés is the non-member Secretary of the Board of Directors, while Gerardo Manso Martínez de Bedoya is the non-member Vice-Secretary and Advisor.

For the purposes of the foregoing table, in accordance with the Regulations governing the Company’s Board of Directors (the “Regulations”), the following definitions apply:

- “internal” or “executive” director: the managing director and the directors that carry out executive or management functions (under any title) within the Company or in any of the subsidiaries thereof and, in any event, those directors that maintain a contractual relationship with the Company (labour, mercantile, or of any other nature) other than their condition as Board member, and that have been granted standing authorisations or delegated specific powers;

- “proprietary” director: any members of the Board of Directors that either own or represent the owner of a stable interest in the Company’s share capital that the Board has considered sufficiently significant, bearing in mind the overall capital, in order to propose appointment or ratification of appointment to the shareholders in General Meeting;

- “independent” director: any member that is neither an “executive” director nor a “proprietary” director and that was appointed as a director due to his or her professional reputation and knowledge of corporate governance. This person presents the conditions that ensure impartiality and objective criteria that the Board considers necessary in accordance with the definition given for this type of member in the Unified Good Governance Code of the Special Working Group on the Good Governance of Listed Companies, dated 19 May 2006.

Article 7 of the Regulations sets out that the Board of Directors, in exercise of its powers to propose appointments at the General Shareholders’ Meeting and to appoint directors to cover vacancies through the co-optation procedure, shall ensure that external or non- executive directors outnumber executive directors on the Board.

Registration Document – Section 14 - Page 2 Executive Committee

The following directors are members of the Company’s Executive Committee at the date of this Registration Document:

Name Post Type of director Luis Fernando del Rivero Asensio Chairman Executive Manuel Manrique Cecilia Member Executive Nueva Compañía de Inversiones, S.A. Member Proprietary Diogo Alves Diniz Vaz Guedes Member Proprietary Demetrio Carceller Arce Member Proprietary Participaciones Agrupadas, S.R.L. Member Proprietary Prilou, S.L. Member Proprietary

Committee Secretary: Vicente Benedito Francés

The standing delegation of powers by the Board of Directors to the Executive Committee shall encompass all the Board’s powers, barring those that are reserved to the Board under law, the Bylaws or by virtue of the Board Regulations. In accordance with article 5 of the Regulations, the Board of Directors shall directly perform the following duties: a) Approving the Company’s general strategies b) Appointing, deciding on the remuneration and, where relevant, dismissing members of the Management Committee c) Approving the treasury shares policy d) Supervising control of management and evaluation of executives e) Supervising the identification of SACYR VALLEHERMOSO’s main risks and the implementation and monitoring of appropriate internal control and reporting systems f) Supervising information and communication policies with regard to shareholders, the markets and public opinion g) Approving transactions which involve the disposal and acquisition of substantial company assets and major corporate operations h) Being aware of any situation of conflict of interest, direct or indirect, between a director and the Company, as defined in articles 227, 228, 229 and 231 of the Spanish Enterprise Act i) Those specifically set out in the Bylaws or in the Regulations.

If the Chairman or at least three members of the Executive Committee deem it advisable, the resolutions adopted by the committee may be submitted to the full Board for ratification. This rule may apply with respect to the matters that the Board had submitted for study to the Executive Committee, reserving the final decision for the Board itself. In all other instances, the resolutions adopted by the Executive Committee are considered valid and binding and do not need to be later ratified by the full Board.

Registration Document – Section 14 - Page 3 The Executive Committee met six times during 2009 and six times in 2010, to the date of this document.

Information regarding the Audit Committee and the Appointments and Remuneration Committee is provided in section 16.3.

Senior executives, Management Committee

As set out in the Board of Directors' Regulations, the Board delegates day-to-day management of the Company to the executive bodies and the management team so it can better focus on its general supervisory role.

The bodies responsible for day-to-day management are:

 The Management Committee, which is responsible for implementing the decisions taken by the Board of Directors and Executive Committee. The Chairmen and Managing Directors of each business division and the Group’s central services General Managers participate in this committee, which meets once a month.

 The Operations Monitoring Committee, which is responsible for the detailed and individual analysis of each of the Group’s business divisions, including financial results, compliance with strategic plans, business opportunities, and projects underway. This committee meets monthly and comprises the Chairman and Managing Director of SyV and the Managing Directors of the corresponding business units.

 The Corporate Monitoring Committee, which is responsible for the detailed and individual analysis of each of the Group’s general management areas. This committee meets monthly and comprises the Chairman and Managing Director of SyV and the corresponding General Managers.

Operations Corporate Management Monitoring Monitoring Name Post Committee Committee Committee Luis Fernando del Rivero Asensio Chairman of Sacyr Vallehermoso X X X Manuel Manrique Cecilia First Vice Chairman and CEO of Sacyr Vallehermoso X X X Vicente Benedito Francés Advisor to the Chairman General Secretary and Secretary of the Board of Directors and General Manager of the Legal Department X X X Salvador Font Estrany General Manager of Energy X X Javier Gayo Pozo Chairman of Sacyr, S.A.U. X X José Antonio Guío de Prada Contracting Manager X X Miguel Heras Dolader Vice-Chairman of Somague X Fernando Lacadena Azpeitia General Manager of Finance and Corporate Development X X Ángel Laso D’Lom General Manager of Communication X X Javier López Ulloa Morais Assistent General Manger to the CEO of SyV X Daniel Loureda López CEO of Testa Inmuebles en Renta, S.A. X X Fernando Lozano Sainz Managing Director of Valoriza Gestión X X José Manuel Naharro Castrillo General Manager of Resources X X José Maria Orihuela Urzal CEO of Sacyr Concesiones X X José Carlos Otero Fernández General Manager of Administration and Operations X X Miguel Ángel Peña Penilla CEO of Vallehermoso Div. Promoción X X Fernando Rodríguez Avial Llardent Chairman of Testa X X

Registration Document – Section 14 - Page 4 There are no family relationships between the directors of the Company, the members of the Executive Committee and the members of the Management Committee, except for the following: (i) José Manuel Loureda López (representing Prilomi, S.L. on the Board of Directors) and Daniel Loureda López (Managing Director of Testa Inmuebles en Renta, S. A.) are sons of José Manuel Loureda Mantiñán (representing Prilou, S.L. on the Board of Directors); and Miguel Ángel Peña Penilla, Managing Director of Vallehermoso División Promoción, is the son-in-law of Fernando del Rivero Asensio.

B) Preparation and experience

The following table sets out the most relevant information regarding the preparation and experience of the individuals listed in part A) above:

Name Preparation Degree in Civil Engineering from the Escuela Técnica Superior de Santander. 13 years’ experience as engineer in Ferrovial, as Head of Works and Representative of Catalonia, Valencia, the Luis Fernando del Balearic Islands and Murcia. Founder of Sacyr, holding Rivero Asensio positions such as Regional Director, Director of Corporate Development, and Managing Director International Concessions. Currently the Chairman of Sacyr Vallehermoso, S. A. and Vice-Chairman of Repsol YPF. Civil Engineering Degree from the Escuela Técnica Superior de Madrid. Worked for 10 years at Ferrovial, as Head of Production, Head of Works and Head of Group. Joined Sacyr in Manuel Manrique 1987 as Andalusia Representative, and has served as Regional Cecilia Director, Director of International Construction, General Manager of Construction and President of the Construction Division. Currently First Vice-Chairman and Managing Director of Sacyr Vallehermoso, S. A. Degree in Pharmaceutical Sciences. Doctor and Member of the Royal Academy of Pharmacy. Served as Chairman of Juan Abelló Gallo Laboratorios Abelló, Chairman of La Unión y El Fénix, and (representing Nueva Chairman of Airtel (currently Vodafone), Vice-Chairman of Compañía de Banesto, Vice-Chairman of SCH. Currently Vice-Chairman of Inversiones, S.A.) CVNE and Director of AGBAR, Inssec, Lanetro Zed, S.A., Grupo Banca Leonardo, and Repsol YPF, S. A., Chairman of Torreal and Director of Repsol YPF. Degree in Business Management and Organisation from the Diogo Alves Diniz Universidad Católica de Lisbon and member of the High Vaz Guedes Council of Universidad Católica Portuguesa. Degree in Economics and Business from C.U.N.E.F. Currently Chairman of Disa Corporación Petrolífera, S.A., of S.A. Damm, Demetrio Carceller Servicios y Obras Canarios, S.A., and Inmuebles del Arce Archipiélago, S.A., and Director of Compañía Logística de Hidrocarburos CLH, S. A., Ebro Puleva, S. A. and Gas Natural S. A.

Registration Document – Section 14 - Page 5 Name Preparation Degree in Law from the Granada Law School. PhD in Law from Universidad de Bologna (Italy). Professor/Head of Department of Financial and Tax Law at Universidad Complutense de Matías Cortés Madrid and Universidad Autónoma de Madrid. Professor/Head Domínguez of Department of Economics and the Treasury at the Granada Law School. Chairman of Cortés Abogados and Director of Grupo Prisa. Pedro del Corro Degree in Economics and Business from ICADE and Degree in García-Lomas Law from Deusto. Director of Miralver Spi, S.L., Torreal, S. A. (representing Austral and Torreal Sociedad de Capital Riesgo de Régimen B.V.) Simplificado, S. A. Degree in Economics and Commercial Sciences. Economist for the Studies Services of the Committee for the Socio-Economic Development of the Segura Basin, Economist for the Regional Víctor Guillamón Office of the Murcia Department of Public Works and Melendreras Urbanisation, Founding Partner of Sector 3, S.A. (business (representing consultancy). Has held several positions in the Murcia Actividades Professional Economists’ Association, in the Executive Inmobiliarias y Committee of the Murcia Chamber of Commerce, in the High Agrícolas, S.A.) Committee of Professional Economists’ Associations of Spain, and in the Standing Committee and the Board of Cartagena Port Authority, among others. Ángel López-Corona Member of the Executive Committee, the Audit Committee and Dávila the Board of Directors of Banco Gallego. Degree in Civil Engineering (speciality: Foundations and Structures) from Universidad Politécnica de Madrid. Executive José Manuel Loureda Training Programme, Universidad de los Andes. Projects López (representing Engineer at Iberinsa. Head of Sections, Works and Operating Prilomi, S.L.) Productions at Sacyr. Manager of Projects and General Manager of projects in Chile. Currently Director of the International Division at Sacyr S. A. U Degree in Civil Engineering from the Escuela Técnica Superior José Manuel Loureda de Madrid. Over 21 years, served consecutively as Head of Mantiñán Works, Head of the Construction Department and Deputy (representing Prilou, General Manager of Civil Works. In 1979 and 1980 oversaw the S.L.) : activities of Ferrovial International. First Chairman of Sacyr Vallehermoso, S. A., Founder of Sacyr, S. A. U. Degree in Economics and Business from Universidad Complutense. Began working at Banco de Noroeste and became General Manager of Caja de Ahorros del Ferrol (subsequently José Luis Méndez Caixa Galicia, in which he held the post of Deputy General López Manager until his recent retirement). Currently Chairman of the Caixa Galicia Foundation and Managing Director of CXG Corporación Caixa Galicia, S.A. Andrés Pérez Martín (representing Director of Testa Inmuebles en Renta, S.A., Sacyr, S.A. and Participaciones Vallehermoso División Promoción, S.A. Agrupadas, S.R.L.

Registration Document – Section 14 - Page 6 Name Preparation Degree in Civil Engineering from Escuela Técnica Superior de Ingenieros de Madrid and Diploma in Economics from the Juan Miguel Sanjuán UNED. Served as Head Works Engineer, Gran Canary Island Jover (representing Representative, Regional Representative, General Manager and Grupo Satocan, S.A.) Managing Director of the construction company Sato from 1970 to 1985. Founder and owner since 1985 of Grupo Satocan, S.A. Degree in Law from Universidad de Valencia. Diploma in Agrarian Law and in Registry Law. Masters in Foreign Trade. In 1975 joined Banco Bilbao, where he has served as Director of Legal Services for Catalonia. Secretary of the Board of Vicente Benedito Directors of Banco de Huesca and of Banca Más Sardá. Francés Managing Director of Banco del Comercio, Chairman of BBV Brazil, Deputy General Manager of BBVA, Director of Sacyr Vallehermoso. Currently Advisor to the Chairman and General Manager. Degree in Civil Engineering. Professional experience in the energy sector, both in oil and electricity (Cepsa, Campsa, Salvador Font Estrany Iberdrola). Professor overseeing the Department in Pipe Transport at the Santandar Civil Engineering School. Currently General Manager of Energy Degree in Civil Engineering from Universidad Politécnica de Madrid. Joined Ferrovial in 1978, where he has served as Works Francisco Javier Gayo Engineer and Civil Works Representative in Madrid and Pozo Castilla-León. In 1990 joined Sacyr as Representative of Madrid and Northern Spain, and in November 2004 was named Chairman and Managing Director of Sacyr S.A.U. Degree in Civil Engineering from the Escuela de Madrid. From 1988 to 2000, served as Head of Works and Representative of José Antonio Guío de Civil Works and Building in Extremadura at Dragados. In 2000, Prada he joined SACYR, and is currently Contracting Manager at Sacyr Vallehermoso. Degree in Civil Engineering. Professor of Mathematics and Computer Science. Has worked at companies such as Lepasa, Miguel Heras Dolader S.A., Bayopsa, and Indasa. Has served as Northern Regional Director at Sacyr and currently is Managing Director of Somague. Degree in Economics and Law from ICADE. Has worked in management positions in Arthur Andersen and in ACS- Fernando Lacadena Dragados, where he was Finance Director of the Services and Azpeitia Concessions Division. Currently General Manger of Finance and Corporate Development at Sacyr Vallehermoso. Degree in Journalism from Universidad Complutense de Madrid. Has worked in numerous media, especially in different positions at the newspaper ABC. Collaborated with television and radio programmes, including Radio Intereconomía, and has Ángel Laso D’Lom been Vice-Chairman of the Asociación de Periodistas de Información Económica (Association of Economic Journalists, APIE). Currently General Manager of Communication at Sacyr Vallehermoso.

Registration Document – Section 14 - Page 7 Name Preparation Degree in Civil Engineering. Served as Basque Country Representative and Central and Northern Regional Director at Javier López Ulloa Ferrovial. Currently Deputy General Manger to the Managing Morais Director of SyV, Director of Vallehermoso Promoción, Chairman of the Asprima Technical Committee and Member of the Executive Board of AECOR. Degree in Civil Engineering from Universidad Politécnica de Madrid, Degree in Business and Economics from UNED, MBA from INSEAD (Fontainebleau) and an International Diploma from Imperial College (London). Has worked in Dragados and Endesa. Currently Managing Director and member of the Board Daniel Loureda López of Directors of Testa Inmuebles en Renta, S. A., Member of the Board of the Asociación de Inmobiliarias con Patrimonio en Alquiler (Association of Spanish Rental Property Companies, ASIPA) and of the Management Committee of the European Property Federation (EPF). Degree in Civil Engineering. Masters in Administration of Fernando Lozano Construction and Real-Estate Companies (MAI) from the Sainz Escuela Técnica Superior de Arquitectura. Investment analyst at SCCE. Currently Managing Director of Valoriza. Degree in Industrial Engineering. Has worked at Sacyr, S. A. José Manuel Naharro and is currently General Manager of Resources at Sacyr Castrillo Vallehermoso, S. A. Degree in Civil Engineering from the Universidad Politécnica de Madrid and Executive-MBA from Instituto de Empresa. Has José Maria Orihuela worked in companies such as Ferrovial and Rodio Urzal Cimentaciones. Currently Managing Director of Sacyr Concesiones Degree in Business and Economics from the Universidad Complutense de Madrid. PDG (management training) Masters José Carlos Otero from IESE. Began working as a financial auditor. Joined Sacyr, Fernández S. A., where he has served as Director of Administration. Currently the General Manager of Administration. Degree in Engineering from the Universidad de Cantabria, MDI Masters in Management of Construction and Real-Estate Companies, ETS Arquitectura Universidad Politécnica de Miguel Ángel Peña Madrid. Master PDD. IESE Executive Development Penilla Programme. Has worked in Ferrovial-Agroman, S.A. and currently is Managing Director of Vallehermoso División Promoción, S. A. U. Degree in Engineering from the Universidad Politécnica de Madrid. Masters in Business Administration. Has held the following posts in Vallehermoso: Head of Sales Service, Deputy Fernando Rodríguez- to the General Manager of the Company, Director of Planning Avial Llardent and Management Control, and General Manager of Rental Property. Since 2000 is the Chairman of Testa Inmuebles en Renta, S. A.

Registration Document – Section 14 - Page 8 C) Activities

The main activities carried out by the foregoing members of the Board of Directors and the Management Committee of SACYR VALLEHERMOSO, outside SACYR VALLEHERMOSO, are listed below, where these activities are significant in respect of SACYR VALLEHERMOSO. Information is also provided on any board positions or shareholdings in other companies. All information is to the best of the Company’s knowledge.

Name Activities

Luis Fernando del Rivero Asensio Shareholder and Chairman of Rimefor Nuevo Milenio, S.L.; Shareholder, Chairman and Managing Director of Actividades Chairman Inmobiliaria y Agrícolas, S.A. Manuel Manrique Cecilia First Vice-Chairman and Shareholder and Director of Cymofag, S. A. Managing Director Juan Abelló Gallo (representing Nueva Compañía de Inversiones) - Chairman of Torreal, S. A. Second Vice-Chairman

Diogo Alves Diniz Vaz Guedes - Chairman of Quinta Coluna, S.A. Third Vice-Chairman

- Executive Chairman of Damm, S.A. - Director of Gas Natural SDG, S. A. Demetrio Carceller Arce - Director of Compañía Logística de Hidrocarburos CLH, S.A. Member - Director of Ebro Puleva, S. A. - Chairman of Syocsa-Inarsa Managing Director/General Manager of Torreal, S. A. - Pedro del Corro García-Lomas Director of Miralver Spi, S.L. and of Torreal Sociedad de (representing Austral BV.) Capital Riesgo de Régimen Simplificado, S.A. Matías Cortés Domínguez - Director of Grupo Prisa, S. A. Member Víctor Guillamón Melendreras (representing Actividades Shareholder of Sector 3, S. A. Inmobiliarias y Agrícolas, S.A.) Member Ángel López-Corona Dávila - Director of Banco Gallego Member - Director of Tavex Algodonera, S. A. José Manuel Loureda López - None (representing Prilomi, S.L.):

Registration Document – Section 14 - Page 9 Name Activities José Manuel Loureda Mantiñán (representing Prilou, S.L.) : - Shareholder and Sole Administrator of Prilou, S.L. Member

- Chairman and Managing Director of CXG Corporación Caixa Galicia. José Luis Méndez López - Chairman of Ence and of Ahorro Corporación Financiera Member - Vice-Chairman of Caser - Director of CECA and Promoción Urbanistica Integral, S. L. - Chairman of CXG Willis Correduria de Seguros Andrés Pérez Martín (representing Participaciones - None Agrupadas, S.R.L. Juan Miguel Sanjuán Jover - Executive Chairman of Grupo Satocan, a Canary Island- (representing Grupo Satocan, based construction company S.A.) Member Vicente Benedito Francés - Director of Sierra JAPI SIMCAVF, S. A. Management Committee Salvador Font Estrany - None Management Committee Francisco Javier Gayo Pozo - None Management Committee

José Antonio Guío de Prada - None Management Committee

Miguel Heras Dolader - None Management Committee Fernando Lacadena Azpeitia - None Management Committee Ángel Laso D’Lom - None Management Committee Javier López Ulloa Morais - None Management Committee Daniel Loureda López - None Management Committee

Registration Document – Section 14 - Page 10 Name Activities Fernando Lozano Sainz - None Management Committee José Manuel Naharro Castrillo - None Management Committee José Maria Orihuela - None Management Committee José Carlos Otero Fernández - None Management Committee Miguel Ángel Peña Penilla - None Management Committee Fernando Rodríguez-Avial Llardent - None Management Committee

The information set out in the above table corresponds to positions on the boards of directors of other companies as reported to the Company, in accordance with articles 227, 228, 229 and 231 of the Spanish Enterprise Law, which has been interpreted in respect of article 224 of the same text, understanding that members of the Board are required to report the shareholdings and/or positions they hold in companies whose actual activity coincides with that of SACYR VALLEHERMOSO and which therefore could give rise to conflicts of interest.

Consequently, this list does not include positions held by certain members of the Board of Directors of SACYR VALLEHERMOSO on the boards of other Group companies.

To the best of the Company’s knowledge, the persons and entities indicated in part A) above: (i) have not been subject to convictions in relation to fraudulent offensives in the past five years, (ii) have not been related, as members of the Board of Directors, Executive Committee or Management Committee, with any bankruptcies, receiverships or liquidations in the past five years, and (iii) have not been publically incriminated nor have received sanctions by statutory or regulatory authorities (including designated professional bodies), and have not been disqualified by a court from acting as a member of the administrative, management, or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer during the past five years.

14.2. Administrative, management and supervisory bodies and senior management conflicts of interest

There are no conflicts of interest as defined in articles 227, 228, 229 and 231 of the Spanish Enterprise Act, between the Company and the duties of any of the members of the Board of Directors and of the Management Committee indicated in section 14.1Error! No bookmark name given. A) above, except for those that may derive from interests held in the entities listed in the table in section 14.1Error! No bookmark name given. C) above.

Registration Document – Section 14 - Page 11 In that regard, article 56.4 of the Company’s Bylaws establishes that the Board of Directors Regulations shall set out the specific obligations and commitments of directors, in respect of confidentiality, non-competition, and loyalty, with particular attention to situations of conflict of interest, and shall establish the appropriate procedures and guarantees to authorise or permit certain situations in accordance with article 226 and subsequent articles of the Spanish Enterprise Law. In that regard, article 32 of the Board of Directors Regulations governs situations of conflict of interest, expressly establishing the following:

“Article 32. Conflict of interests

Directors shall inform the Board of Directors of any direct or indirect conflicts of interest he/she may have with the Company. In case of conflict, the director affected shall refrain from participating and voting in the deliberations over the transactions to which the conflict relates.

In any event, any conflicts of interest involving directors of the company must be disclosed in the Annual Corporate Governance Report”.

Furthermore, article 38 of the Regulations establishes the following:

“Article 38. Transactions with directors and significant shareholders

1. The Board of Directors shall be informed of and, as applicable, may subject to its authorisation those transactions the Company carries out with its directors and/or significant shareholders that are relevant either due to their amount, because they are outside the normal course of business or because they are not carried out in market conditions.

2. The Executive Commission shall be informed of the related party transactions the company performs with its directors and/or significant shareholders that are considered to be ordinary transactions.

3. When the Executive Committee deems it necessary, it may request a report from the Audit Committee in the terms established in the Company Bylaws and in these Regulations”.

Without prejudice to the case of proprietary directors, there are no agreements or understandings between the Company and its major shareholders, customers or suppliers, whereby any of the individuals mentioned in section 14.1 A) has been selected as a member of the administrative, management, or supervisory bodies, or as a member of senior management of the Company.

To the best of the Company’s knowledge, the individuals and entities indicated in section 14.1 A) above have not agreed to any restrictions on the disposal within a certain period of time of their shareholdings in the Company.

Registration Document – Section 14 - Page 12 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

15. REMUNERATION AND BENEFITS

15.1. Amount of remuneration paid and benefits in kind granted by the issuer and its subsidiaries for services in all capacities rendered to the issuer and its subsidiaries

2008

As established in the Company’s Bylaws, in remuneration for their work as members of the Board, the directors of Sacyr Vallehermoso, S.A. are entitled to receive fixed annual compensation plus attendance fees.

A detailed breakdown of the amounts received by directors for performance of their duties on the Board is provided below. However, as explained in the following paragraphs, in 2008 the members of the Board of Directors did not accrue any amounts as remuneration for their duties on the Board and were required to reimburse the amounts received in advance from the Company, generating a collection right held by the latter.

Euros

Executive Audit Appointments and Bylaw-stipulated directors' emoluments Board of Directors Total Committee Commi ttee Remuneration Committee

Luis Fernando del Riv ero Asensio 66,000.00 44,000.00 0.00 0.00 110,000.00 Manuel Manrique Cecilia 66,000.00 44,000.00 0.00 0.00 110,000.00 Nuev a Compañía de Inv ersiones, S.A. 68,106.07 44,000.00 0.00 0.00 112,106.07 Diogo Alv es Diniz Vaz Guedes 66,000.00 44,000.00 0.00 0.00 110,000.00 Demetrio Carceller Arce 66,000.00 44,000.00 0.00 22,000.00 132,000.00 Prilou, S.L. 66,000.00 44,000.00 0.00 22,000.00 132,000.00 Mutua Madrileña Automov ilistica (Appointed 07/08) 66,000.00 20,000.00 0.00 0.00 86,000.00 Participaciones Agrupadas, S.R.L. 66,000.00 44,000.00 22,000.00 0.00 132,000.00 Torreal, S.A. 66,000.00 0.00 22,000.00 0.00 88,000.00 Grupo Satocan, S.A. (appointed 11/08) 6,000.00 0.00 2,000.00 0.00 8,000.00 Corporación Caixa Galicia, S.A. (appointed 11/08) 6,000.00 4,000.00 0.00 2,000.00 12,000.00

Matías Cortés Domínguez 66,000.00 0.00 0.00 22,000.00 88,000.00

Actividades Inmobiliarias y Agrícolas, S.A. 66,000.00 0.00 22,000.00 0.00 88,000.00 Prilomi, S.L. 66,000.00 0.00 0.00 0.00 66,000.00 Francisco Javier Pérez Gracia 66,000.00 0.00 0.00 0.00 66,000.00 Jose Luis Méndez López (resigned 11/08) 60,000.00 40,000.00 0.00 20,000.00 120,000.00 Juan Miguel Sanjuan Jov er (resigned 11/08) 60,000.00 0.00 20,000.00 0.00 80,000.00

TOTAL 992,106.07 372,000.00 88,000.00 88,000.00 1,540,106.07

Notwithstanding the foregoing and in accordance with article 43 of the Company’s Bylaws, the total remuneration payable to directors for their duties as Board members, which is determined at the General Shareholders’ Meeting, may not exceed 2.5% of the net profit for the year attributable to the parent company, as reflected in the Group’s consolidated annual financial statements.

Consequently, given that in 2008 this 2.5% of the profit attributable to the parent company was below zero, the directors accrued no remuneration whatsoever over the year and, as provided for in the Company’s Bylaws, were required to reimburse any amounts they had received in advance. On 31 December 2008, the Company recognised a balance receivable from each director equivalent to the amount paid in advance as allowances and other benefits envisaged in the Bylaws. These balances were to be offset against remuneration accrued in 2009 or subsequent years. Any director resigning from the Board in 2009 or subsequent years without having fully reimbursed the amount due would be required to make a cash payment to settle any outstanding amounts.

Registration Document - Section 15 - Page 1 The following transactions were carried out regarding the advances and loans to directors and members of senior management in 2008:

Amount repaid Balance at Loans Interest rate Maturity € thousand during the year 31/12/08

Board of Directors 350 Euribor 3m + 1% 5 years 10 340 Senior management 450 Euribor 3m + 1% 5 years 10 440

Total 800 20 780

These loans, granted in November and September 2008, respectively, mature in five years and are renewable for a further three years.

Four Company executives had senior management contracts that provide for indemnity payments of between one and two times their annual salary in the event of dismissal.

The table below shows the individual breakdown of the salaries accrued by the directors in office in 2008:

Euros

Salaries paid to directors Fixed Variable Total

Luis Fernando del Riv ero Asensio 2,040,690.11 0.00 2,040,690.11 Manuel Manrique Cecilia 584,720.94 451,454.00 1,036,174.94 Francisco Javier Pérez Gracia 265,107.71 202,566.00 467,673.71

TOTAL 2,890,518.76 654,020.00 3,544,538.76

Remuneration of members of the senior management team who were not also members of the Board of Directors in 2008 was €6,240,695.11.

2009

In March 2010, once the Board of Directors had prepared the half-yearly interim financial report and the accompanying financial statements, both of which showed profits, the Board deemed that these profits were sufficient to accrue the attendance fees and emoluments stipulated in the Bylaws and approved for 2009.

Part of these attendance fees would offset the receivables recognised by the Company at the end of 2008 for the amounts of emoluments received.

Pursuant to the Bylaws, members of the Sacyr Vallehermoso, S.A. Board of Directors are entitled to receive remuneration from the Company comprising a fixed annual sum and allowances for attendance of meetings. In 2009, the remuneration agreed by the Board was as follows: - As Board member: €66,000 gross per year. - As member of the Executive Committee: €44,000 gross per year. - As member of the Audit Committee or Appointments and Remuneration Committee: €22,000 gross per year.

The breakdown of the receivables recognised at the end of 2008 and the attendance fees and emoluments recorded for 2009 are as follows: Registration Document - Section 15 - Page 2 PER DIEMS 2009

Appointments and Total per Gross Per diems 2008 per Executive Audit DIRECTORS Board of Directors Remu neration diems amounts 2008 diems repaid Commi ttee Commi ttee Commi ttee 2009 due

Luis Fdo. Del Riv ero Asensio (110,000.00) 0.00 66,000.00 44,000.00 0.00 0.00 110,000.00 0.00 Manuel Manrique Cecilia (110,000.00) 0.00 66,000.00 44,000.00 0.00 0.00 110,000.00 0.00 Demetrio Carceller Arce (132,000.00) 0.00 66,000.00 44,000.00 0.00 22,000.00 132,000.00 0.00 Matias Cortes Dominguez (88,000.00) 0.00 66,000.00 0.00 0.00 22,000.00 88,000.00 0.00 Francisco Javier Perez Gracia (resigned 06/09) (66,000.00) 66,000.00 0.00 0.00 0.00 0.00 0.00 0.00 Juan Miguel Sanjuan Jover (resigned 11/08) (80,000.00) 80,000.00 0.00 0.00 0.00 0.00 0.00 0.00 Jose Luis Méndez López (resigned 11/08) (120,000.00) 120,000.00 0.00 0.00 0.00 0.00 0.00 0.00 Diogo Alv es Diniz Vaz Guedes (110,000.00) 0.00 66,000.00 44,000.00 0.00 0.00 110,000.00 0.00 Participaciones Agrupadas, S.L. (132,000.00) 0.00 66,000.00 44,000.00 22,000.00 0.00 132,000.00 0.00 Mutua Madrileña Automov ilistica (appointed 07/08 resigned 12/09)(86,000.00) 0.00 66,000.00 44,000.00 0.00 0.00 110,000.00 24,000.00 Nuev a Compañía de Inversiones, S.A. (112,106.07) 0.00 66,000.00 44,000.00 0.00 0.00 110,000.00 (2,106.07) Torreal, S.A. (resigned 06/09) (88,000.00) 0.00 36,000.00 0.00 12,000.00 0.00 48,000.00 (40,000.00) Prilou, S.A. (132,000.00) 0.00 66,000.00 44,000.00 0.00 22,000.00 132,000.00 0.00 Prilomi, S.L. (66,000.00) 0.00 66,000.00 0.00 0.00 0.00 66,000.00 0.00 Activ idades Inmobiliarias y Agrícolas, S.A. (88,000.00) 0.00 66,000.00 0.00 22,000.00 0.00 88,000.00 0.00 Grupo Satocan, S.A. (8,000.00) 0.00 66,000.00 0.00 22,000.00 0.00 88,000.00 80,000.00 CxG Corporación Caixa Galicia, S.A. (appointed 11/08) (12,000.00) 0.00 66,000.00 44,000.00 0.00 22,000.00 132,000.00 120,000.00 Austral V.B. (appointed 06/09) 0.00 0.00 30,000.00 0.00 10,000.00 0.00 40,000.00 40,000.00

TOTAL (1,540,106.07) 266,000.00 924,000.00 396,000.00 88,000.00 88,000.00 1,496,000.00 221,893.93

The balance of advances and loans to directors and members of senior management in 2009 were as follows:

Thousands of euros Advances Interest rate Maturity Amount repaid during Balance at the year 31/12/2009 Board of Directors 340 340 Senior management 440 Euribor 3m + 1% 5 years 32 408

Total 780 372 408

The outstanding balance of €340 million on a loan granted to a member of the Board of Directors was repaid upon resignation of that director.

These loans mature in five years and are renewable for a further three years.

At 31 December 2009, two members of the senior management team (that are not members of the Board of Directors) had senior management contracts that foresee indemnity payments of between one and two times their annual salary in the event of dismissal.

In 2009, salaries paid to Sacyr Vallehermoso, S.A. executive directors for their executive duties within the Company were as follows:

SALARIES PAID TO DIRECTORS OF SYV FOR THEIR EXECUTIVE DUTIES (2009)

INSURANCE

NAME FIXED VARIABLE PREM IUMS TOTAL (EUROS)

LUIS FERNA NDO DEL RIV ERO ASENSIO 2,040,000.06 0.00 590.28 2,040,590.34

MA NUEL MANRIQUE CECILIA 584,360.98 409,052.89 436.32 993,850.19 TOTAL (€) 2,624,361.04 409,052.89 1,026.60 3,034,440.53

In 2009, remuneration of members of the senior management team who were not also members of the Board of Directors was €5,642,996.35.

2010 Registration Document - Section 15 - Page 3 The table below shows the individual breakdown of the amounts received by directors for the exercise of their duties in the first nine months of 2010:

AMOUNTS RECEIVED BY DIRECTORS IN THE FIRST NINE MONTHS OF 2010

BOARD OF EXECUTIVE AUDIT APPOINTMENTS AND TOTAL

NAME DIRECTORS COMMITTEE COMMITTEE REMUNERATION EUROS

COMMITTEE Luis Fernando del Rivero Asensio 49.500,00 18.333,35 67.833,35 Manuel Manrique Cecilia 49.500,00 18.333,35 67.833,35 Nueva Compañía de Inversiones, S.A. 49.500,00 49.500,00 Diogo Alves Diniz Vaz Guedes 49.500,00 49.500,00 Actividades Inmobiliarias y Agrícolas, S.A. 49.500,00 16.499,97 65.999,97 Austral BV. 49.500,00 18.333,35 16.499,97 84.333,32 Demetrio Carceller Arce 49.500,00 18.333,35 16.499,97 84.333,32 Matías Cortés Domínguez 49.500,00 16.499,97 65.999,97 Grupo Satocan, S.A. 49.500,00 16.499,97 65.999,97 Angel López Corona Davila (appointed 06/10) 22.000,00 22.000,00 Jose Luis Méndez López (appointed 06/10) 22.000,00 7.333,32 29.333,32 Participaciones Agrupadas, S.R.L. 49.500,00 18.333,35 16.499,97 84.333,32 Prilomi, S.L. 49.500,00 49.500,00 Prilou, S.L. 49.500,00 18.333,35 16.499,97 84.333,32

CXG Corporación Caixa Galicia (resigned 05/10) 27.500,00 9.166,65 36.666,65 TOTAL (euros) 665. 500,00 110.000,10 65.999,88 65.999,88 907.499,86

At 30 September 2010, salaries paid to Sacyr Vallehermoso, S.A. executive directors for their executive duties within the Company were as follows:

30 September 2010 - Euros Fixed remuneration Variable remuneration Insurance premiums Total

Luis Fernando del Rivero Asensio 1,000,000.00 420,000.00 471.33 1,420,471.33 Manuel Manrique Cecilia 428,771.40 250,124.00 346.50 679,241.90 Total 1,428,771.40 670,124.00 817.83 2,099,713.23

Remuneration of members of the senior management team who are not also members of the Board of Directors during the first nine months of 2010 amounted to €3,780,332.52.

Each Group company pays the foregoing remuneration to its employees serving on the Management Committee. These companies are listed in the chart shown in section 14.1 A) of this Registration Document.

The balance of advances and loans to directors and members of senior management at 30 September 2010 was as follows:

Amount repaid during Advances Interest rate Maturity Balance at Thousands of euros the year 30/09/2010 Board of Directors Senior management 408 Euribor 3m + 1% 5 years 24 384

Total 24 384

15.2. Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits

The Company has entered into life insurance and partial and full disability insurance policies with Mapfre in respect of personnel of all Group companies (including members of the Management Committee). In 2009, the Group paid €459,116.89 in respect of such policies.

In addition, the Group has contracted health insurance for its employees, with Adeslas.

Registration Document - Section 15 - Page 4 Since 31 December 2003, the SACYR VALLEHERMOSO Group does not have a pension plan for its personnel (including members of the Management Committee). However, the Group has made certain provisions for pensions and similar obligations, amounting to €8,903 thousand in 2009 and €9,361 thousand in 2008. In particular, these provisions cover pension obligations in the Group companies EMMASA and EMALSA.

The Company has not contracted obligations with directors in respect of pensions or life insurance, except the life insurance coverage derived from the Company’s collective labour agreement concerning directors that are also Company employees.

Registration Document - Section 15 - Page 5 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

16. BOARD PRACTICES

16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office

The table below itemises the dates of first and most recent appointment of the current Board members and the date of expiration of their current terms of office (directors are appointed for a five-year term and there is no limit on how many times they can be reappointed):

Fecha primer Fecha último Expiración Nombre nombramiento nombramiento actual mandato D. Luis Fernando del Rivero Asensio 12/06/2002 18/06/2008 17/06/2013 D. Manuel Manrique Cecilia 10/11/2004 30/06/2010 30/06/2015 Nueva Compañía de Inversiones, S.A. 11/12/2003 17/06/2009 17/06/2014 D. Diogo Alves Diniz Vaz Guedes 25/06/2004 17/06/2009 17/06/2014 Actividades Inmobiliarias y Agrícolas, S.A. 11/05/2005 30/06/2010 30/06/2015 Austral B.V. 17/06/2009 17/06/2009 17/06/2014 D. Demetrio Carceller Arce 29/01/2003 18/06/2008 18/06/2013 Ángel López Corona Dávila 05/05/2010 30/06/2010 30/06/2015 D. Matías Cortés Domínguez 12/06/2002 18/06/2008 18/06/2013 Grupo Satocan, S.A. 02/10/2008 17/06/2009 17/06/2014 José Luis Méndez López 18/05/2010 30/06/2010 30/062015 Participaciones Agrupadas, S.R.L. 25/06/2003 17/06/2009 17/06/2014 Prilou, S.L. 15/12/2004 30/06/2010 30/06/2015 Prilomi, S.L. 11/05/2005 30/06/2010 30/06/2015

16.2. Information about members of the administrative, management or supervisory bodies' service contracts with the issuer or any of its subsidiaries providing for benefits upon termination of employment, or an appropriate negative statement

None of the directors’ service contracts provide for benefits upon termination of their directorships.

As regards senior management, at 30 September 2010, two members of the senior management team (that are not members of the Board of Directors) had indemnification clauses providing for between one and two years’ wages in the event of dismissal.

16.3. Information about the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates

(i) Audit Committee

Article 48 of SACYR VALLEHERMOSO’s Bylaws governs the Company’s Audit Committee, in keeping with article 47 of Spain’s Financial System Reform Act (Law 44/2002, of 22 November 2002). Below we transcribe article 48 of SACYR VALLEHERMOSO’s Bylaws in relation to the Audit Committee:

Registration Document - Section 16 – Page 1 “Article 48. Audit Committee.

1. The Board of Directors shall constitute an Audit Committee comprising at least three and no more than five directors, appointed by the Board of Directors. At least the majority of Audit Committee members shall be non-executive directors of the Board of Directors.

2. The Chairman of the Audit Committee shall be selected from the non-executive directors and must be substituted every four years, with scope for re-election one year after the term of original office.

The Audit Committee must appoint a Secretary, who need not be a member of the Committee.

3. The Audit Committee is tasked with at least the following duties: a) Reporting to the General Meeting on matters raised by shareholders on issues within the remit of the Committee. b) Proposing the appointment of the statutory auditor, in keeping with article 204 of Spain’s Companies Act, to the Board of Directors, for submission to the General Meeting; c) Supervising the internal audit function; d) Being knowledgeable of the Company’s financial reporting process and internal control systems; e) Liaising with the statutory auditor to receive information on any issues which could jeopardise its independence and any other issues relating to the performance of the audit, and generally complying with the guidelines on information and communication flows provided for in prevailing auditing legislation and accounting standards; f) Reporting on transactions involving SyV directors that entail or could entail conflicts of interest whenever deemed necessary by the Executive Committee. g) Any other duties attributed to it by virtue of these Bylaws or the Board Regulations.

4. The Audit Committee shall meet at least once a quarter or as often as is deemed necessary. Meetings must be called by the Chairman either on his/her own initiative or at the request of three members of the Audit or Executive Committee.

5. The quorum for an Audit Committee meeting is attendance in person or by valid proxy of at least half of its members. Resolutions will be carried by the majority vote of members in attendance. In the event of a tie, the Chairman has the casting vote. Unless otherwise stipulated, the Audit Committee is empowered to make proposals and respond to consultations.

6. The Board of Directors may enact and further develop the above-listed rules in its own Regulations, as provided for in the Company’s Bylaws and prevailing legislation.

Registration Document - Section 16 – Page 2 In addition, article 15 of the Board Regulations says that the members of the Audit Committee may be elected for a maximum term of three years, and may be re-elected for the same maximum term on one or more occasions.

The Board Regulations task the Audit Committee with the following powers, in addition to those listed in article 48 of the Bylaws:

- Reviewing the Company’s financial statements, overseeing compliance with legal requirements and the correct application of generally accepted accounting principles and reporting on any management proposals to change the accounting principles and standards applied;

- Acting as a communication channel between the Board of Directors and the statutory auditor, assessing the outcome of each audit and the management team’s response to its recommendations, mediating in the event of discrepancy between the auditor and the management team over the accounting principles and criteria to be used for drawing up the financial statements;

- Supervising fulfilment of the audit agreement, ensuring that the opinion on the annual financial statements and the main contents of the audit report are drafted clearly and precisely;

- Supervising the periodical financial information which the Board must disclose to the markets and their oversight bodies;

- Gathering information about compliance with the Internal Code of Conduct in the Securities Markets, the Board Regulations and, in general, the Company’s rules of governance, making proposals for their improvement as necessary. In particular, it is the Audit Committee’s responsibility to compile information and, as necessary, issue a report on disciplinary measures affecting the Company’s senior management; and

- Carrying out the following specific duties with respect to its internal audit function oversight role: (i) supervising the systems for recruiting and hiring internal audit staff, (ii) approving the annual internal audit plan, (iii) approving the department's annual budget, (iv) liaising with the head of the internal audit department to compile a report on the conclusions of the internal audit and the level of delivery of the annual plan, and (v) in general, supervising whatever matters fall within the scope of the competence of the aforementioned internal audit services.

One of the Audit Committee meetings must be devoted to assessing the effectiveness of the Company’s governance rules and procedures and the level of compliance therewith, overseeing the information that the Board of Directors must authorise and include as part of the annual documentation disclosed publicly.

Any member of the Company’s management team or staff so requisitioned must attend the Audit Committee meetings, collaborating and providing access to whatever information they have. The Audit Committee can also insist that the statutory auditor attend its meetings. In addition, to better perform its duties, the Audit Committee may engage the assistance of external consultants.

The Audit Committee met 11 times in 2009.

Registration Document - Section 16 – Page 3 The members of the Audit Committee at the date of this Registration Document are as follows:

Name Post Directorship Grupo Satocan, S.A. (represented by Chairman Proprietary Juan Miguel Sanjuán Jover) Participaciones Agrupadas, S.R.L. Member Proprietary Actividades Inmobiliarias y Member Proprietary Agrícolas, S.A. (represented by Victor Guillamón Melendreras) Austral B.V. (represented by Pedro Member Proprietary del Corro García-Lomas)

Committee Secretary: Mr. Vicente Benedito Francés

(ii) Appointments and Remuneration Committee

Article 49 of the Company’s Bylaws regulates the Appointments and Remuneration Committee, and is transcribed below:

“Article 49. Appointments and Remuneration Committee

1. The Board of Directors shall constitute an Appointments and Remuneration Committee comprising at least three and no more than five directors, appointed by the Board of Directors. At least the majority of Appointments and Remuneration Committee members shall be non-executive members of the Board of Directors.

2. The chairman of the Appointments and Remuneration Committee shall be selected from the non-executive members of the Committee.

The Appointments and Remuneration Committee must appoint a Secretary, who need not be a member of the Committee.

3. The Appointments and Remuneration Committee is tasked with at least the following duties:

a) Submitting to the Board proposals for directorships either for direct appointment by the Board (co-option) or for submission by the Board to the shareholders in general meeting.

b) Making proposals to the Board on the members of each of its Committees.

c) Making proposals to the Board regarding the remuneration system and the annual sums to be paid to directors and senior management.

d) Reviewing regularly the remuneration schemes, weighing up their fairness and performance.

e) Ensuring that compensation is transparent.

Registration Document - Section 16 – Page 4 4. The Appointments and Remuneration Committee will meet every time the Board or its Chairman requests the issue of a report or proposals and, in any event, whenever it is deemed opportune for the correct exercise of its duties.

5. The quorum for an Appointments and Remuneration Committee meeting is attendance in person or by valid proxy of at least half of its members. Resolutions will be carried by the majority vote of members in attendance. In the event of a tie, the Chairman has the casting vote. Unless otherwise stipulated, the Appointments and Remuneration Committee is empowered to make proposals and respond to consultations.

6. The Board of Directors may enact the above-listed rules in its own Regulations, as provided for in the Company’s Bylaws and prevailing legislation.”

In addition, article 16 of the Board regulation stipulates the following:

- The Appointments and Remunerations Committee must be made up of a majority of external directors, appointed as a function of their professional experience and knowledge.

- The members of the Appointments and Remuneration Committee may be elected for a maximum term of three years, and may be re-elected for the same maximum term on one or more occasions.

- In any event, the Appointments and Remuneration Committee will meet once a year to prepare the information on director remuneration which the Board of Directors must approve. Appointments and Remuneration Committee meetings must be called by the Chairman either on his/her own initiative or at the request of three members of the Appointments and Remuneration or Executive Committee.

The Appointments and Remuneration Committee met four times in 2009.

The members of the Appointments and Remuneration Committee at the date of this Registration Document are as follows:

Name Post Directorship Matías Cortés Domínguez Chairman Independent Demetrio Carceller Arce Member Proprietary José Luis Méndez López Member Proprietary Prilou, S.L. (represented by José Manuel Member Proprietary Loureda Mantiñán) Committee Secretary: Mr. Vicente Benedito Francés

16.4. Degree of compliance with corporate governance recommendations

The Company’s annual Corporate Governance Report for 2009 was filed with Spain’s stock market regulator (the CNMV) on 6 April 2010 (it can be downloaded from Sacyr Vallehermoso’s website at www.gruposyv.com), and contains detailed disclosures regarding the Company’s compliance with corporate governance recommendations.

Registration Document - Section 16 – Page 5 Sacyr Vallehermoso essentially follows and complies with the guidelines and recommendations laid down in the Unified Code of Good Governance. Its aim is to try and meet the recommendations set down in prevailing Spanish corporate governance legislation, without prejudice to its ongoing efforts to comply with the following specific Unified Code recommendations:

- Partial compliance with Recommendation 8: The Board of Directors has been delegated full authority over all aspects of the Company’s management, in addition to other powers detailed in Recommendation 8. However, it does not have the power to approve related-party transactions on the basis of a favourable prior report from the Audit Committee or any other body charged with this duty.

- Partial compliance with Recommendation 26: Sacyr Vallehermoso does not deem it advisable to limit the number of directorships its board members can hold. Nor does it impose limits on its directors as far as professional obligations are concerned given that SyV directors work with the diligence of upstanding businesspeople when discharging their duties, dedicating, on an ongoing basis, the time and effort required to address the issues posed by the Company’s management, gathering sufficient information for this task and calling in whatever input and assistance deemed opportune, as dictated in article 28 of Board Regulations. This duty of loyalty obliges SyV directors to put the Company’s interests before their own and, specifically, to adhere to the duties of loyalty and care and the obligation of confidentiality.

- Partial compliance with Recommendation 33: Directors are free to express their opinion regarding any resolution proposed to the Board that could damage the Company’s interests. However, there is no Bylaw-stipulated obligation to state the reason for their resignation in a letter, as recommended.

- Partial compliance with Recommendation 34: At Sacyr Vallehermoso, a director’s resignation is disclosed in a significant event notification to the securities market regulator and the reasons for stepping down are stated in the annual Corporate Governance Report; however the resigning director is not obliged to state these reasons in a letter to the Board.

- Partial compliance with Recommendation 35: The Board of Directors approves a detailed remuneration policy that addresses all the remuneration components and concepts listed in Recommendation 35, but it does not address the conditions that should apply to contracts for executive directors exercising senior management duties.

- Partial compliance with Recommendation 40: The Board of Directors submits to the General Shareholders’ Meeting for vote as a separate point on the agenda a report regarding director remuneration policy. The report addresses all the remuneration components and concepts listed in Recommendation 35, but it does not address the conditions that should apply to contracts for executive directors exercising senior management duties.

- Partial compliance with Recommendation 42: The composition of the Executive Committee mirrors the mix of executive and proprietary directors on the Board, with five independent proprietary directors, which encourages a culture of mutual oversight that benefits all shareholders. However, there are no independent directors on the Committee.

Registration Document - Section 16 – Page 6 The Chairman of the Executive Committee is the Chairman of the Board of Directors and its secretary is the Secretary of the Board.

- Partial compliance with Recommendation 55: Without prejudice to other duties assigned to it by the Board, the Committee has the following basic responsibilities: a) submitting to the Board proposals for directorships either for direct appointment by the Board (co-option) or for submission by the Board to the shareholders in general meeting; b) making proposals to the Board on the members of each of its Committees; c) making proposals to the Board regarding the remuneration system and the annual sums to be paid to directors and senior management; d) reviewing regularly the remuneration schemes, weighing up their fairness and performance; and e) ensuring that compensation is transparent. This does not include reporting to the Board on gender diversity issues.

Registration Document - Section 16 – Page 7 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

17. EMPLOYEES

17.1. Number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information

The breakdown of the SACYR VALLEHERMOSO Group’s headcount at 31 December 2009, 2008 and 2007 and at 30 September 2010 is as follows:

Average consolidated workforce by country (SyV Group) 30/09/10 2009 2008 2007 Country Nº % Nº % Nº % Nº % Sp ain 14.338 69,98% 14.235 76,71% 15.136 73,09% 12.711 69,29% Po rtugal 2.832 13,82% 2.893 15,59% 3.241 15,65% 3.217 17,54% Chile 257 1,25% 114 0,61% 1.095 5,28% 1.098 5,99% An gola 1.007 4,92% 1.150 6,20% 1.092 5,27% 1.086 5,92% Italy 540 2,64% Pa nama 930 4,54% Rest of the world 584 2,85% 165 0,89% 147 0,71% 232 1,26% TOTAL 20.488 100,00% 18.557 100,00% 20.711 100,00% 18.344 100,00%

Average consolidated workforce by business unit (SyV Group) 30/09/10 2009 2008 2007 Business unit Nº % Nº % Nº % Nº % Holding 255 1,24% 314 1,69% 326 1,57% 410 2,24% Construction 8.723 42,58% 7.397 39,86% 8.554 41,30% 8.495 46,31% Property development 194 0,95% 223 1,20% 321 1,55% 327 1,78% Property Management 80 0,39% 80 0,43% 87 0,42% 79 0,43% Concessions 234 1,14% 181 0,98% 2048 9,89% 1837 10,01% Se rvices 11.002 53,70% 10.362 55,84% 9.375 45,27% 7.196 39,23% TOTAL 20.488 100,00% 18.557 100,00% 20.711 100,00% 18.344 100,00%

Average consolidated workforce by qualification (SyV Group) 30/09/10 2009 2008 2007 Qualification Nº % Nº % Nº % Nº % University graduates 1.987 9,70% 1.827 9,85% 1.974 9,53% 1.868 10,18% Other qualified employees 1.235 6,03% 1.142 6,15% 1.322 6,38% 1.175 6,41% Skilled technicians 2.739 13,37% 2.577 13,89% 2.775 13,40% 2.299 12,53% Ad ministrative staff 2.170 10,59% 2.043 11,01% 2.506 12,10% 1.706 9,30% Other staff 12.357 60,31% 10.968 59,10% 12.134 58,59% 11.296 61,58% TOTAL 20.488 100,00% 18.557 100,00% 20.711 100,00% 18.344 100,00%

17.2. Shareholdings and stock options

The next table shows, at the date of the Registration Statement, the direct and indirect shareholdings, and with respect to the proprietary directors the shareholdings they represent to the best of the Company’s knowledge, held in SACYR VALLEHERMOSO by the members of the Company’s Board of Directors:

BOARD OF DIRECTORS Representativ Directors Shareholdings Name Post e hip Direct Indirect Total % Luis Fernando del 41,939,22 41,939,4 13.75 Rivero Asensio Chairman Executive 173 9 (I) 02 2% First Vice Manuel Manrique Chairman and 23,339,87 23,340,1 7.653 Cecilia CEO Executive 228 7 (II) 05 % Nueva Compañía de Second Vice- Juan Abelló Proprietar 30,498,52 30,498,5 10.00 Inversiones, S.A. Chairman Gallo y 5 8 (III) 33 1% Diogo Alves Diniz Third Vice- Proprietar 1,553,78 0.509 Vaz Guedes Chairman y 1,553,787 7 %

Registration Document - Section 17 – Page 1 BOARD OF DIRECTORS Representativ Directors Shareholdings Name Post e hip Direct Indirect Total % Actividades Victor Inmobiliarias y Guillamón Proprietar 18,498, 18,498,8 6.066 Agrícolas,S.A. Director Melendreras y 842 (I) 42 % Pedro del Corro García Proprietar 30,498, 30,498,5 10.00 Austral B.V. Director Lomas y 528 (III) 28 1% Demetrio Carceller Proprietar 0.007 Arce Director y 3,525 17,625 (V) 21,150 % Ángel López Corona Proprietar 0.002 Dávila Director y 5,360 5,360 % Matías Cortés Independ 0.000 Domínguez Director ent 100 100 % Juan Miguel Proprietar 10,624, 10,791,1 3.538 Grupo Satocan, S.A. Director Sanjuan Jover y 466 166,667 33 % José Luis Méndez Proprietar 0.000 López Director y 1,369 1,369 1% Participaciones Andrés Pérez Proprietar 24,395, 24,395,0 7.999 Agrupadas, S.R.L. Director Martín y 075 75 % José Manuel Proprietar 15,327, 15,327,3 5.026 Prilomi, S.L. Director Loureda López y 335 (IV) 35 % José Manuel Loureda Proprietar 25,844, 15,327,33 41,171,5 13.50 Prilou, S.L. Director Mantiñán y 241 5 (IV) 76 0%

(I) Luis Fernando del Rivero Asensio holds his indirect shareholding through Actividades Inmobiliarias y Agrícolas, S.A. (18,498,842 shares) and Rimefor Nuevo Milenio, S.L (23,440,387 shares) (II) Manuel Manrique Cecilia holds his indirect shareholding through Cymofag, S.L. (23,339,877 shares) (III) Nueva Compañía de Inversiones S.A. holds its indirect shareholding through Austral, B.V. (30,498,528 shares) (IV)Prilou, S.L. holds a direct interest of 25,844,241 shares and an indirect interest of 15,327,335 shares through Prilomi, S.L. (V) Demetrio Carceler Arce holds his indirect interest through his wife, children under his guardianship or other relatives that either live with him or are under his guardianship. The number of Company shares held, directly or indirectly, by the directors (including with respect to the proprietary directors those held by the significant shareholders proposing their appointment to the Board) totals 194,266,827, representing 63.701% of share capital.

The shareholdings of the members of the senior management team, excluding executive directors, who are direct shareholders in the Company at the date of this Registration Statement are as follows:

Registration Document - Section 17 -. Page 2 No. of direct No. of indirect Name shares shares Total % Vicente Benedito Francés 54.176 - 54.176 0,018 Salvador Font Estrany 10.714 - 10.714 0,004 Javier Gayo Pozo - 3.061.111 3.061.111 1,004 José Antonio Guío de Prada 12.000 - 12.000 0,004 Miguel Heras Dolader 6.900 - 6.900 0,002 Fernando Lacadena Azpeitia 5.940 - 5.940 0,002 Ángel Laso D’Lom - - 0 0,000 Javier López Ulloa Morais 103.980 - 103.980 0,034 Daniel Loureda López - 13.820 13.820 0,005 Fernando Lozano Sainz 29.982 - 29.982 0,010 José Manuel Naharro Castrillo 48.800 - 48.800 0,016 José Maria Orihuela Urzal 52.364 - 52.364 0,017 José Carlos Otero Fernández - 11.160 11.160 0.004 Miguel Ángel Peña Penilla 1.500 - 1.500 0,000 Fernando Rodríguez Avial Llardent 33.892 - 33.892 0,011 Total 360.248 3.074.931 3.446.339 1,130

None of the Company’s directors or Executive Committee members holds any options over the Company’s shares.

17.3. Description of any arrangements for involving the employees in the capital of the issuer

As notified to Spain’s stock market regulator, the CNMV, on 9 June 2000, in a general meeting held on 14 April 2000, SACYR VALLEHERMOSO’s shareholders approved a share-based incentive scheme based on the grant of stock options on SACYR VALLEHERMOSO shares to senior executives, executives with a senior management services contract with the Company and employees with significant duties at the Company.

The initial number of shares over which options were granted – at the ratio of one option per share – was 1,290,630 shares with a par value of €1 each. These options were exercised in full before June 2007, the deadline for their exercise.

At the date of this Registration Document, there were no other arrangements other than that outlined above for involving employees in the capital of SACYR VALLEHERMOSO.

Registration Document - Section 17 -. Page 3 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

18. MAJOR SHAREHOLDERS

18.1. Significant shareholdings

At the date of this Registration Document, the significant shareholdings of which SACYR VALLEHERMOSO has been informed for the purposes set out in Chapter I, Title II of Royal Decree 1362/2007 of 19 October, with respect to interests held by members of the Board of Directors as indicated in section 17.2, are as follows:

Direct shareholding Indirect shareholding Total No. of No. of Name No. of shares % shares % shares % Note Luis Fernando del Rivero Asensio 173 0.0001% 41,939,229 13.7521% 41,939,402 13.7521% (i) Manuel Manrique Cecilia 228 0.0001% 23,339,877 7.6532% 23,340,105 7.6533% (ii) Juan Abelló Gallo - 0.0000% 30,498,533 10.0006% 30,498,533 10.0006% (iii) José Manuel Loureda Mantiñán 345 0.0001% 41,171,576 13.5004% 41,171,921 13.5004% (iv) Disa Corporación Petrolífera, S.A. 20,549,237 6.738% - - 20,549,237 6.738% Concerted action 0.0000% 36,926,187 12.1082% 36,926,187 12.1082% (v) Juan Miguel Sanjuán Jover 214 0.0001% 10,791,133 3.5385% 10,791,347 3.5385% (vi) (i) Luis Fernando del Rivero Asensio’s indirect interest is held through Actividades Inmobiliarias y Agrícolas, S.A. (of which he owns 100% of capital) (18,498,842 shares) and through Rimefor Nuevo Milenio, S.L. (of which he owns 61.89% of capital) (23,440,387 shares). (ii) Manuel Manrique Cecilia’s indirect interest is held through Cymofag, S.A. (of which he owns 100% of capital). (iii) Juan Abelló Gallo’s indirect interest is held through Nueva Compañía de Inversiones, S.A. (of which he owns 89.275% of capital). This company is the direct or indirect owner of all the shares indicated. (iv) José Manuel Loureda Mantiñán’s indirect interest is held through PRILOU, S.L. (of which he owns 49% of capital) (25,844,241 shares) and through Prilomi, S.L. (of which he owns 81.70% of capital) (15,327,335 shares). (v) Concerted action (Participaciones Agrupadas 7.999%, Caixanova 3.96% and Unicaja 0.149%) (vi) Juan Miguel Sanjuán Jover’s indirect interest is held through Grupo Satocan, S.A. (of which he owns 99.375% of capital). This company directly or indirectly owns all the shares indicated. 18.2. Different voting rights of the issuer’s major shareholders

All SACYR VALLEHERMOSO shares carry the same voting rights for the holder. Consequently, all the major shareholders have voting rights in proportion to their interest in the Company’s share capital.

Registration Document- Section 18 - Page 1 18.3. Control of the issuer and measures in place to ensure that control is not abused

There is no indication that any of the shareholders of SACYR VALLEHERMOSO have entered into any agreements regarding the Company that would give them control over SACYR VALLEHERMOSO. Nevertheless, on 12 April 2010, Participaciones Agrupadas, S.R.L. (owned by Caja de Ahorros de Murcia, Monte de Piedad y Caja de Ahorros de Ronda, Cádiz, Almería, Málaga y Antequera (“Unicaja”), Caixanova and Caja de Ahorros de Ávila, each with a twenty-five percent (25%) interest), and Caixanova and Unicaja, as shareholders of Sacyr Vallehermoso, S.A. (with a joint interest of 12.109% of the share capital of SyV) signed a syndication agreement regulating the exercise of voting rights carried by their interests in SyV. 18.4. Description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer

The Company has no knowledge of any arrangement whose operation at a subsequent date may result in a change in control of SACYR VALLEHERMOSO.

Registration Document – Section 18 - Page 2 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

19. RELATED PARTY TRANSACTIONS

The Sacyr Vallehermoso Group carries out transactions with related parties at arm’s length and in general market conditions. In addition to the remuneration disclosed in section 15 of this Registration Document, for which this section only includes data for 2008 (the year given), the most significant related party transactions carried out in 2009, 2008, 2007 and in the nine-month period ended 30 September 2009 are set out below:

30 September 2010

Nine months ended 30 September 2010 RELATED PARTY TRANSACTIONS € thousand

Related individuals, Significant Directors and Other related INCOME AND EXPENSES companies or Group Total shareholders executives parties entities 1) Finance costs 28,543 0 0 0 0 0 2,128 0 30,671 CAIXA NOVA 1,141 1,141 CAJA VITAL 865 865 CAJA AVILA 80 80 CAIXA GALICI A 618 618 UNICAJA 2,895 2,895 CAJA MURCIA 23,809 23,809 BBK 622 622 KUTXA 641 641 2) Management or collaboration contracts 0 0 0 0 0 3) R&D transfers and license agreements 0 0 0 0 0 4) Leases 0 0 0 0 0 5) Services received 0 0 0 0 0 0 0 0 0 6) Purchase of goods 0 0 0 0 0 0 0 0 7) Value adjustments for bad debts and doubtful receivables 0 0 0 0 0 8) Losses on disposal of assets 0 0 0 0 0 0 0 0 0 9) Other expenses 0 0 0 0 0 0 0 0 TOTAL EXPENSES 28,543 0 0 0 0 0 2,128 0 30,671

10) Finance income 0 0 0 0 0 0 0 0 0 11) Management or collaboration contracts 0 0 0 0 0 0 0 0 12) R&D transfers and license agreements 0 0 0 0 0 13) Dividends received 0 0 0 0 0 0 0 0 0 14) Leases 0 0 0 0 0 0 0 0 15) Services rendered 0 0 0 0 0 0 0 0 0 16) Sale of goods (finished goods and work in progress) 33,805 0 0 0 0 0 53,361 87,166 UNICAJA 33,805 33,805 BBK 53,361 53,361 17) Gains on disposal of assets 0 0 0 0 0 0 0 0 0 18) Other income 0 0 0 0 0 0 0 0 TOTAL INCOME 33,805 0 0 0 0 0 53,361 0 87,166

Nine months ended 30 September 2010 RELATED PARTY TRANSACTIONS € thousand

Related individuals, Significant Directors and Other related OTHER TRANSACTIONS companies or Group Total shareholders executives parties entities

1.a. Purchase of items of PPE, intangible assets and other assets 0 0 0 0 0 1.b. Financing agreements: loans and capital contributions (24,595) 0 0 (55,352) (79,947) CAJA MURCIA 5,850 5,850 CAIXA NOVA 11,283 11,283 UNICAJA (33,390) (33,390) CAIXA GALICI A (8,338) (8,338) CAJA VITAL 0 820 820 BBK 0 (52,182) (52,182) KUTXA 0 (3,990) (3,990) 1.c. Finance lease contracts (lessor) 0 0 0 0 0 1.d. Repayment or cancellation of loans and finance lease contracts (lessor) 0 0 0 0 0 2.a. Sale of items of PPE, intangible assets and other assets 0 0 0 0 0 2.b. Financing agreements: loans and capital contributions (borrower) 0 0 0 0 0 2.c. Finance lease contracts (lessee) 0 0 0 0 0 2.d. Repayment or cancellation of loans and finance lease contracts (lessee) 0 0 0 0 0 3.a. Guarantees provided 0 0 0 0 0 3.b. Guarantees received (13,011) 0 0 0 (13,011) CAIXA NOVA 18,748 18,748 UNICAJA (677) (677) CAIXA GALICI A (1,800) (1,800) BBK (29,282) (29,282) 3.c. Commitments undertaken 0 0 0 0 0 3.d. Commitments/guarantees repaid 0 0 0 0 0 4. Dividends and other benefits distributed 0 0 0 0 0 5. Other transactions 0 0 0 0 0

Registration Document- Section 19 - Page 1 2009

Year ended 31 December 2009 RELATED PARTY TRANSACTIONS € thousand

Related individuals, Significant Directors and Other related INCOME AND EXPENSE - CONTINUING OPERATIONS companies or Group Total shareholders executives parties entities 1) Finance costs 10,792 0 0 65 10,857 BBK 2,820 0 0 0 2,820 CAIXA GALICI A 469 0 0 38 507 CAJA DE AVILA 555 0 0 0 555 CAIXA NOVA 1,432 0 0 0 1,432 CAJA MURCIA 257 0 0 0 257 CAJA VITAL 1,592 0 0 0 1,592 UNICAJA 3,667 0 0 27 3,694 2) R&D transfers and license agreements 0 0 0 70 70 REPSOL YPF, S.A. 0 0 0 70 70 3) Leases 0 0 0 0 0 4) Services received 7,760 0 0 382 8,142 MUTUA MADRILEÑA 0 0 0 382 382 CAIXA GALICI A 6,800 0 0 0 6,800 MATÍ AS CORTÉS DOMÍNGUEZ 960 0 0 0 960 5) Purchase of goods 0 0 0 8,019 8,019 CIA ESPAÑOLA DISTRIB. DE 0 0 0 18 18 SOLRED 0 0 0 2,902 2,902 REPSOL CIAL PROD PETROL 0 0 0 791 791 CAMPSA ESTACIONES DE SERVICIOS 0 0 0 8 8 REPSOL YPF LUBRIC. Y ESPECIALIDADES 0 0 0 4,228 4,228 REPSOL BUTANO 0 0 0 1 1 REPSOL DIRECTO 0 0 0 58 58 SOCI EDAD CATALANA DE PETROLIS 0 0 0 13 13 6) Other expenses 357 0 79 88 524 REPSOL 0 0 79 88 167 CARLOS JAVIER CUTI LLAS CORDON 357 0 0 0 357 TOTAL EXPENSES 18,909 0 79 8,624 27,612

7) Finance income 0 0 0 12 12 CORPORACION CAIXA 0 0 0 12 12 8) Sale of goods (finished goods and work in progress) 72,297 0 9,404 17,056 98,757 CAJA MURCIA 6,487 0 0 0 6,487 BBK 14,797 0 0 0 14,797 CAIXA GALICI A 8,741 0 0 0 8,741 UNICAJA 16,044 0 0 0 16,044 CAIXA NOVA 26,258 0 0 0 26,258 TELBASA (30) 0 0 0 (30) REPSOL PETROLEO, S.A. 0 0 9,404 7,503 16,907 REPSOL YPF, S.A. 0 0 0 6,646 6,646 CIA LOGISTI CA DE HIDROCARBUROS 0 0 0 2,907 2,907 TOTAL INCOME 72,297 0 9,404 17,068 98,769 Year ended 31 December 2009 RELATED PARTY TRANSACTIONS € thousand

Related individuals, Significant Directors and Other related OTHER TRANSACTIONS - CONTINUING OPERATIONS companies or Group Total shareholders executives parties entities

1.a. Purchase of items of PPE, intangible assets and other assets 0 0 0 67 67 SOLRED 0 0 0 67 67 1.b. Financing agreements: loans and capital contributions (242,833) 0 0 0 (242,833) CAI XA GALICI A (143,084) 0 0 0 (143,084) CAI XA NOVA (40,534) 0 0 0 (40,534) UNICAJA (58,712) 0 0 0 (58,712) CAJA MURCIA (503) 0 0 0 (503)

Year ended 31 December 2009 TRANSACTIONS WITH RELATED PARTIES - DISCONTINUED OPERATIONS € thousand

2) Finance income 0 0 7,547 0 7,547 ITINERE 0 0 7,547 0 7,547 3) Services rendered 0 0 2,764 0 2,764 ITINERE 0 0 2,764 0 2,764 TOTAL INCOME 0 0 10,311 0 10,311

Year ended 31 December 2009 TRANSACTIONS WITH RELATED PARTIES - DISCONTINUED OPERATIONS € thousand

Related individuals, Significant Directors and Other related OTHER TRANSACTIONS - DISCONTINUED OPERATIONS companies or Group Total shareholders executives parties entities

1) Financing agreements: loans and capital contributions (86,934) 0 0 0 (86,934) CAIXA GALICI A (27,532) 0 0 0 (27,532) CAJA MURCIA (30,000) 0 0 0 (30,000) CAJA AVILA (1,540) 0 0 0 (1,540) UNICAJA (27,862) 0 0 0 (27,862) 2.a. Sale of items of PPE, intangible assets and other assets 340,176 0 0 0 340,176 CAIXA GALICI A 210,176 0 0 0 210,176 CAIXANOVA 130,000 0 0 0 130,000

Registration Document - Section19 – Page 2 2008

Year ended 31 December 2008 TRANSACTIONS WITH RELATED PARTIES - CONTINUING OPERATIONS € thousand

Related individuals, Significant Directors and Other related INCOME AND EXPENSE - CONTINUING OPERATIONS companies or Group Total shareholders executives parties entities 1) Finance costs 43.523 0 0 0 43.523 CAIXA GALICIA 10.209 0 0 0 10.209 UNICAJA 10.270 0 0 0 10.270 CAJA DE AVILA 677 0 0 0 677 CAJA VITAL 3.041 0 0 0 3.041 CAIXANOVA 6.176 0 0 0 6.176 BBK 9.123 0 0 0 9.123 C. MURCIA 4.027 0 0 0 4.027 2) Management or collaboration contracts 0 0 106 0 106 SOLRED 0 0 106 0 106 3) R&D transfers and license agreements 0 0 0 0 0 4) Leases 0 2 868 0 870 CAMPSA 0 0 119 0 119 REPSOL 0 0 749 0 749 TELBASA CONSTRUCCIONES E INVERSIONES, S.L. 0 2 0 0 2 5) Services received 8.882 0 178 0 9.060 LUIS JAVIER CORTES DOMINGUEZ 7.893 0 0 0 7.893 CAMPSA 0 0 178 0 178 MUTUA MADRILEÑA DE AUTOMOVILES 989 0 0 0 989 6) Purchase of goods 0 0 7.388 0 7.388 CAMPSA 0 0 5 0 5 REPSOL BUTANO 0 0 78 0 78 SOLRED 0 0 4.058 0 4.058 CAMPSA ESTACIONES DE SERVICIOS, S.A. 0 0 14 0 14 REPSOL YPF LUBRICANTES Y ESPECIALIDADES, S.A. 0 0 2.734 0 2.734 REPSOL CIA PROD PETROLIFEROS 0 0 466 0 466 REPSOL DIRECTO, S.A. 0 0 20 0 20 CIA ESPAÑOLA DISTRIB. 0 0 13 0 13 7) Value adjustments for bad debts and uncollectible receivables 0 0 0 0 0 8) Losses on asset disposals 0 0 0 0 0 9) Other expenses 0 0 1.141 0 1.141 REPSOL YPF, S.A. 0 0 102 0 102 CORPORACION CAIXA GALICIA 0 0 142 0 142 LUIS DEL RIVERO ASENSIO 0 0 6 0 6 CARLOS JAVIER CUTILLAS CORDON 0 0 470 0 470 SOLRED 0 0 359 0 359 REPSOL 0 0 62 0 62 TOTAL EXPENSES 52.405 2 9.681 0 62.088

10) Finance income 0 0 0 0 0 11) Management or collaboration contracts 0 0 1.148 0 1.148 REPSOL 0 0 1.148 0 1.148 12) R&D transfers and license agreements 0 0 0 0 0 0 0 0 0 13) Dividends received 0 0 0 0 0 0 0 0 0 14) Leases 0 0 258 0 258 REPSOL YPF 0 0 122 0 122 SOCIEDAD CATALANA DE PETROLIS 0 0 136 0 136 15) Services rendered 0 0 14.940 0 14.940 CAMPSA 0 0 30 0 30 REPSOL 0 0 1.232 0 1.232 REPSOL PETROLEO, S.A. 0 0 13.678 0 13.678 16) Sale of goods (finished goods and work in progress) 0 0 0 0 0 0 0 0 0 17) Gains on disposal of assets 0 0 0 0 0 0 0 0 0 18) Other income 0 0 94 0 94 REPSOL 0 0 94 0 94 TOTAL INCOME 0 0 16.440 0 16.440

Year ended 31 December 2008 TRANSACTIONS WITH RELATED PARTIES - CONTINUING OPERATIONS € thousand

Related individuals, Significant Directors and Other related OTHER TRANSACTIONS - CONTINUING OPERATIONS companies or Group Total shareholders executives parties entities

1.a. Purchase of items of PPE, intangible assets and other assets 0 0 0 0 0 1.b. Finance, loan and capital contribution agreements 0 800 0 0 800 JOSE MANUEL NAHARRO 0 450 0 0 450 FCO. JAVIER PEREZ GRACIA 0 350 0 0 350 1.c. Finance lease contracts (lessor) 0 0 0 0 0 1.d. Repayment or cancellation of loans and finance lease contracts (lessor) 0 0 0 0 0 2.a. Sale of items of PPE, intangible assets and other assets 0 0 0 0 0 2.b. Finance, loan and capital contribution agreements (borrower) 1.178.972 11.099 0 0 1.190.071 2.c. Finance lease contracts (lessee) 0 0 0 0 0 2.d. Repayment or cancellation of loans and finance lease contracts 0 0 0 0 0 3.a Guarantees provided 0 0 12.733 0 12.733 REPSOL 0 0 1.115 0 1.115 REPSOL PETROLEOS 0 0 11.618 0 11.618 3.a. Guarantees received 141.405 0 0 0 141.405 CAJA VITAL 3.000 0 0 0 3.000 CAIXA NOVA 11.376 0 0 0 11.376 CAIXA GALICIA 14.865 0 0 0 14.865 CAJA DE AHORROS DE GALICIA 26.120 0 0 0 26.120 BBK 55.626 0 0 0 55.626 UNICAJA 30.418 0 0 0 30.418 3.c. Commitments undertaken 0 0 0 0 0 3.b. Commitments/guarantees repaid 0 (25) 0 0 (25) FCO. JAVIER PEREZ GRACIA 0 (25) 0 0 (25) 4. Dividends and other benefits distributed 0 0 0 0 0 5. Other transactions 9.991 0 0 0 9.991 CAJA DE AHORROS DE GALICIA 9.991 0 0 0 9.991 TOTAL 1.330.368 0 11.099 0 12.733 0 0 0 1.341.467

Registration Document - Section19 – Page 3 Year ended 31 December 2008 TRANSACTIONS WITH RELATED PARTIES –DISCONTINUED OPERATIONS € thousand

Related individuals, Significant Directors and INCOME AND EXPENSE – DISCONTINUED OPERATIONS companies or Group shareholders executives entities 1) Finance costs 0 0 0 2) Management or collaboration contracts 0 0 0 3) R&D transfers and license agreements 0 0 0 4) Leases 0 0 0 5) Services received 0 0 0 REPSOL 0 0 0 6) Purchase of goods 0 0 0 7) Value adjustments for bad debts and uncollectible receivables 0 0 0 8) Losses on asset disposals 0 0 0 9) Other expenses 0 0 0 REPSOL YPF, S.A. 0 0 0 TOTAL EXPENSES 0 0 0

10) Finance income 0 0 0 11) Management or collaboration contracts 0 0 0 12) R&D transfers and license agreements 0 0 0 0 0 0 13) Dividends received 0 0 0 0 0 0 14) Leases 0 0 0 REPSOL YPF 0 0 0 15) Services rendered 0 0 0 REPSOL 0 0 0 16) Sale of goods (finished goods and Works in progress) 0 0 0 0 0 0 17) Gains on disposal of assets 0 0 0 0 0 0 18) Other income 0 0 0 REPSOL 0 0 0 TOTAL INCOME 0 0 0

Year ended 31 December 2008 RELATED PARTY TRANSACTIONS –DISCONTINUED OPERATIONS € thousand

Related individuals, Significant Directors and OTHER TRANSACTIONS - DISCONTINUED OPERATIONS companies or Group shareholders executives entities

1.a. Purchase of items of PPE, intangible assets and other assets 0 0 0 1.b. Finance, loan and capital contribution agreements 0 0 0 1.c. Finance lease contracts (lessor) 0 0 0 1.d. Repayment or cancellation of loans and finance lease contracts (lessor) 0 0 0 2.a.Sale of items of PPE, intangible assets and other assets 0 0 0 2.b. Finance, loan and capital contribution agreements (borrower) 27.532 165.546 0 CAJA DE AHORROS DE GALICIA 27.532 0 0 BBK 0 97.666 0 CAJA VITAL 0 8.500 0 UNICAJA 0 27.862 0 CAJA ÁVILA 0 1.540 0 CAJA MURCIA 0 29.978 0 2.c. Finance lease contracts (lessee) 0 0 0 2.d. Repayment or cancellation of loans and finance lease contracts (lessee) 0 0 0 3.a Guarantees provided 0 0 0 3.b. Guarantees received 25.553 38.757 0

Registration Document - Section19 – Page 4 2007

Year ended 31 December 2007 TRANSACTIONS WITH RELATED PARTIES - CONTINUING OPERATIONS € thousand

Related individuals, Significant Directors and Other related INCOME AND EXPENSE - CONTINUING OPERATIONS companies or Group Total shareholders executives parties entities 1) Finance costs 34,465 0 0 0 34,465 CAJA DE AHORROS DE GALICIA 11,100 0 0 0 11,100 CAJA DE AVILA 195 0 0 0 195 UNICAJA 11,603 0 0 0 11,603 CAIXA NOVA 6,090 0 0 0 6,090 CAJA MURCIA 5,477 0 0 0 5,477 2) Management or collaboration contracts 0 0 0 0 0 3) R&D transfers and license agreements 0 0 0 0 0 4) Leases 0 0 8 0 8 TELBASA CONSTRUCCI ONES E INVERSIONES, S.L. 0 0 8 0 8 5) Services received 387 0 1,711 0 2,098 LUIS JAVIER CORTES DOMINGUEZ 387 0 0 0 387 MUTUA MADRI LEÑA DE AUTOMOVILES 0 0 1,711 0 1,711 6) Purchase of goods 24 0 20,592 0 20,616 CAMPSA 0 0 83 0 83 REPSOL BUTANO 0 0 99 0 99 SOLRED 0 0 3,343 0 3,343 CAMPSA ESTACIONES DE SERVICIOS, S.A. 0 0 113 0 113 REPSOL YPF LUBRICANTES Y ESPECIALIDADES, S.A. 0 0 11,260 0 11,260 REPSOL YPF 0 0 1,338 0 1,338 REPSOL CIA PROD PETROLIFEROS 0 0 4,356 0 4,356 CITRI COS DEL SURESTE 19 0 0 0 19 EYCOVA 5 0 0 0 5 7) Value adjustments for bad debts and doubtful receivables 0 0 0 0 0 8) Losses on disposal of assets 0 0 0 0 0 9) Other expenses 0 0 3,749 0 3,749 REPSOL YPF, S.A. 0 0 45 0 45 SOLRED 0 0 3,343 0 3,343 REPSOL 0 0 361 0 361 TOTAL EXPENSES 34,876 0 0 0 26,060 0 60,936

10) Finance income 0 0 0 0 0 11) Management or collaboration contracts 0 0 0 0 0 REPSOL 0 0 0 0 0 12) R&D transfers and license agreements 0 0 0 0 0 13) Dividends received 0 0 0 0 0 14) Leases 0 0 277 0 277 REPSOL YPF 0 0 145 0 145 SOCIEDAD CATALANA DE PETROLIS 0 0 132 0 132 15) Services rendered 0 0 6,060 0 6,060 CAMPSA 0 0 96 0 96 REPSOL YPF 0 0 4,657 0 4,657 SOLRED, S.A. 0 0 808 0 808 REPSOL PETROLEO, S.A. 0 0 499 0 499 16) Sale of goods (finished goods and work in progress) 80 1,024 0 0 1,104 LEONIDES GUTI ERREZ POZO 0 428 0 0 428 PEDRO PALENZUELA MARAÑON 0 464 0 0 464 FERNANDO RUIZ CABELLO 0 132 0 0 132 TELBASA 80 0 0 0 80 17) Gains on disposal of assets 0 0 0 0 0 18) Other income 0 0 0 0 0 TOTAL INCOME 80 0 1,024 0 6,337 0 0 0 7,441

Year ended 31 December 2007 TRANSACTIONS WITH RELATED PARTIES - CONTINUING OPERATIONS € thousand

Related individuals, Significant Directors and Other related OTHER TRANSACTIONS - CONTINUING OPERATIONS companies or Group Total shareholders executives parties entities

1.a. Purchase of items of PPE, intangible assets and other assets 0 0 0 0 0 1.b. Financing agreements: loans and capital contributions 0 0 0 0 0 1.c. Finance lease contracts (lessor) 0 0 0 0 0 1.d. Repayment or cancellation of loans and finance lease contracts (lessor) 0 0 0 0 0 2.a. Sale of items of PPE, intangible assets and other assets 0 0 0 0 0 2.b. Financing agreements: loans and capital contributions (borrower) 692,065 0 0 0 692,065 CAJA DE AHORROS DE GALICIA 222,883 0 0 0 222,883 CAJA DE AVILA 3,913 0 0 0 3,913 UNICAJA 232,996 0 0 0 232,996 CAIXA NOVA 122,295 0 0 0 122,295 CAJA MURCIA 109,978 0 0 0 109,978 2.c. Finance lease contracts (lessee) 0 0 0 0 0 2.d. Repayment or cancellation of loans and finance lease contracts (lessee) 0 0 0 0 0 3.a. Guarantees provided 0 0 0 0 0 3.b. Guarantees received 70,105 0 0 0 70,105 CAIXA NOVA 6,780 0 0 0 6,780 CAIXA GALICIA 35,490 0 0 0 35,490 UNICAJA 27,835 0 0 0 27,835 3.c. Commitments undertaken 0 25 0 0 25 FCO. JAVIER PEREZ GRACIA 0 25 0 0 25 3.d. Commitments/guarantees repaid 0 0 0 0 0 4. Dividends and other benefits distributed 0 0 0 0 0 5. Other transactions 0 0 0 0 0 TOTAL 762,170 25 0 0 762,195

Registration Document - Section19 – Page 5 At 31 December 2007 TRANSACTIONS WITH RELATED PARTIES - DISCONTINUED OPERATIONS € thousand

Related individuals, Significant Directors and Other related INCOME AND EXPENSE - DISCONTINUED OPERATIONS companies or Group Total shareholders executives parties entities 1) Finance costs 3,599 0 0 0 3,599 CAJA DE AHORROS DE GALICIA 1,632 0 0 0 1,632 CAIXANOVA 498 0 0 0 498 UNICAJA 1,391 0 0 0 1,391 CAJA AVILA 78 0 0 0 78 2) Management or collaboration contracts 0 0 0 0 0 3) R&D transfers and license agreements 0 0 0 0 0 4) Leases 0 0 0 0 0 5) Services received 0 0 0 0 0 6) Purchase of goods 0 0 951 0 951 CAMPSA 0 0 17 0 17 REPSOL BUTANO, S.A. 0 0 12 0 12 REPSOL 0 0 531 0 531 SOLRED 0 0 391 0 391 7) Value adjustments for bad debts and doubtful receivables 0 0 0 0 0 8) Losses on disposal of assets 0 0 0 0 0 9) Other expenses 0 0 132 0 132 REPSOL 0 0 132 0 132 TOTAL EXPENSES 3,599 0 1,083 0 4,682

10) Finance income 0 0 0 0 0 11) Management or collaboration contracts 0 0 0 0 0 12) R&D transfers and license agreements 0 0 0 0 0 13) Dividends received 0 0 0 0 0 14) Leases 0 0 35 0 35 CAMPSA 0 0 18 0 18 REPSOL 0 0 17 0 17 15) Services rendered 0 0 1,472 0 1,472 REPSOL 0 0 1,472 0 1,472 16) Sale of goods (finished goods and work in progress) 0 0 18,112 0 18,112 SOLRED 0 0 18,112 0 18,112 17) Gains on disposal of assets 0 0 0 0 0 18) Other income 0 0 0 0 0 REPSOL 0 0 0 0 TOTAL INCOME 0 0 0 0 19,619 0 0 0 19,619

At 31 December 2007 TRANSACTIONS WITH RELATED PARTIES - DISCONTINUED OPERATIONS € thousand

Related individuals, Significant Directors and Other related OTHER TRANSACTIONS - DISCONTINUED OPERATIONS companies or Group Total shareholders executives parties entities

1.a. Purchase of items of PPE, intangible assets and other assets 0 0 0 0 0 0 0 0 0 1.b. Financing agreements: loans and capital contributions 0 0 0 0 0 1.c. Finance lease contracts (lessor) 0 0 0 0 0 1.d. Repayment or cancellation of loans and finance lease contracts (lessor) 0 0 0 0 0 2.a. Sale of items of PPE, intangible assets and other assets 0 0 0 0 0 2.b. Financing agreements: loans and capital contributions (borrower) 72,267 0 0 0 72,267 CAJA DE AHORROS DE GALICIA 32,774 0 0 0 32,774 CAIXANOVA 10,000 0 0 0 10,000 UNICAJA 27,936 0 0 0 27,936 CAJA AVILA 1,557 0 0 0 1,557 2.c. Finance lease contracts (lessee) 0 0 0 0 0 2.d. Repayment or cancellation of loans and finance lease contracts (lessee) 0 0 0 0 0 3.a. Guarantees provided 0 0 0 0 0 3.b. Guarantees received 825 0 0 0 825 CAJA DE AHORROS DE GALICIA 275 0 0 0 275 CAIXANOVA 550 0 0 0 550 3.c. Commitments undertaken 0 0 0 0 0 3.d. Commitments/guarantees repaid 0 0 0 0 0 4. Dividends and other benefits distributed 0 0 0 0 0 5. Other transactions 0 0 0 0 0 TOTAL 73,092 0 0 0 73,092

All transactions have been carried out at arm’s length and in market conditions.

A) Transactions with directors and executives of SACYR VALLEHERMOSO

During the last three years and to the date of the present Registration Document, SACYR VALLEHERMOSO has not carried out and is not carrying out any relevant transactions with members of the SACYR VALLEHERMOSO Board of Directors, Company executives, individuals represented by a member of the Board of Directors or executive, any entity in which these persons are board members, senior executives or significant shareholders, any person with which concerted actions have been entered into or that act as a party thereto, or any persons related with members of the Board of Directors or with executives.

Registration Document - Section19 – Page 6 Notwithstanding the above, certain transactions with related parties are described in Section 5 of this Registration Document, with respect to the sale of Itínere Infraestructuras, S.A., carried out at market prices and conditions.

B) Related party transactions between SACYR VALLEHERMOSO and significant shareholders of the Company

Any relevant related party transactions carried out in the past three years between SACYR VALLEHERMOSO and its significant shareholders are described in Section 19 A) above.

All transactions have been carried out at arm’s length and in market conditions.

Registration Document - Section19 – Page 7 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail. 20. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

20.1. Historical financial information

A).1 Audited, consolidated balance sheets, income statements, statements of changes in equity and cash flow statements for the SyV Group for 2009, 2008 and 2007.

The following sub-sections present the audited, consolidated balance sheets and income statements for the SyV Group for 2009, 2008 and 2007.

Then follows the audited, consolidated statement of changes in equity and cash flow statement for the SyV Group for 2009 compared with the Group’s equivalent financial statements for 2008 and 2007.

As a result of the contract undertaking to accept a public tender offer for the shares in Itínere Infraestructuras, S.A. signed on 30 November 2008, as well as other contracts signed between Itínere Infraestructuras, S.A. and Sacyr Vallehermoso, S.A. for the sale and purchase of shares in various Itínere Infraestructuras, S.A. investees, the assets subject to these agreements have since that time met the requirements established in IFRS 5 for classification, presentation and measurement as non-current assets held for sale. The 2007 income statement was accordingly restated to reflect the change in accounting treatment of these assets under IFRS 5, as stipulated.

The notes to the financial statements can be referenced in the Group’s audited financial statements.

Registration Document - Section 20 - Page 1 A).2 Audited, consolidated SyV Group balance sheets at 31 December 2009, 2008 and 2007

The audited, consolidated balance sheets for the years ended 31 December 2009, 2008 and 2007 (€, thousand):

ASSETS 2009 2008 2007 % Chg 09/08 % Chg 08/07 Non-current assets: Property, plant and equipment 913.427 962.228 1.124.357 (5,1%) (14,4%) Conce ssion projects 1.574.356 1. 290.472 5.618.612 22,0% (77,0%) Investment properties 2.699.692 2. 882.014 2.577.780 (6,3%) 11,8% Intangible assets 269.838 280.946 290.358 (4,0%) (3,2%) Goodwill 167.593 167.577 471.404 0,0% (64,5%) Investments accounted for using the equity method 7.654.298 8. 142.027 10.177.611 (6,0%) (20,0%) Non-current financial assets 128.274 207.450 558.345 (38,2%) (62,8%) Financial assets 391 636 73.252 (38,5%) (99,1%) Deferred tax assets 421.615 376.258 427.255 12,1% (11,9%) Other non-current assets 14.483 44.996 12.273 (67,8%) 266,6% Total non-current assets 13.843.967 14.354.604 21.331.247 (3,6%) (32,7%)

Current assets: Non-current assets held for sale 283.223 5. 751.963 0 (95,1%) Inventories: Buildings 574.961 695.744 306.253 (17,4%) 127,2% Developments in progress 666.903 1. 041.711 1.408.812 (36,0%) (26,1%) Land and lots 1.477.616 2. 109.010 2.163.736 (29,9%) (2,5%) Ad aptation of land 29.959 77.221 68.089 (61,2%) 13,4% Goods for resale 15.124 14.372 8.496 5,2% 69,2% Construction materials and other supplies 74.983 123.505 86.783 (39,3%) 42,3% Work-in progress, semi-finished goods, auxiliary work and start- up costs 339.450 516.303 410.514 (34,3%) 25,8% Finished goods 4.043 3.618 2.834 11,7% 27,7% By-products, waste and recycled materials 0 12 29 (100,0%) 0,0% Prepayments to suppliers 43.584 251.115 168.423 (82,6%) 49,1% Provision for impairment -86.032 -27.485 -1.157 213,0% (2275,5%) Total in ventories 3.140.591 4. 805.126 4.622.812 (34,6%) 3,9% Trade and other receivables 2.296.872 2. 521.468 2.474.238 (8,9%) 1,9% Current financial assets 67.161 185.842 182.070 (63,9%) 2,1% Cash and cash equivalents 726.035 479.584 1.146.000 51,4% (58,2%) Other current assets 0 13.979 20.648 (100,0%) (32,3%) Total current assets 6.513.882 13.757.962 8.445.768 (52,7%) 62,9% TOTAL ASSETS 20.357.849 28.112.566 29.777.015 -27,6% -5,6%

Registration Document - Section 20 - Page 2 EQUITY AND LIABILITIES 2009 2008 2007 % Chg 09/08 % Chg. 08/07 Equity attributable to equity holders of the parent: Issued capital 304.967 304.967 284.636 0,0% 7,1% Share premium 145.435 145.435 145.435 0,0% 0,0% Reserves of the parent company 994.842 1. 310.932 869.324 (24,1%) 50,8% Reserves at consolidated companies 1.288.669 1. 288.440 1.063.587 0,0% 21,1% Translation differences -357.640 -296.926 -357.534 20,4% (17,0%) Profit/(loss) attributable to equity holders of the parent 505.959 -256.020 946.389 ns ns Interim dividend paid in the year 0 -90.969 -127.540 ns (28,7%) Treasury shares -55.769 -55.769 -53.136 0,0% 5,0% Total equity attributable to equity holders of the parent: 2.826.463 2.350.090 2.771.161 20,3% (15,2%) Minority interests 97.167 302.596 721.204 (67,9%) (58,0%) Total equity 2.923.630 2.652.686 3.492.365 10,2% (24,0%) Deferred income 97.587 72.624 404.660 34,4% (82,1%) Provision for contingencies and expenses 149.800 62.405 64.548 140,0% (3,3%) Non-current payables: Issues of bonds and other marketable debt securit ie s 0 0 1.289.504 (100,0%) Bank borrowings 9.968.191 9. 746.412 15.697.601 2,3% (37,9%) Financial instruments at fair value through profit or loss 323.101 228.135 7.265 41,6% 3040,2% Payable to companies accounted for using the equit y method 3.921 2.553 1.941 53,6% 31,5% Other payables 244.499 401.256 422.385 (39,1%) (5,0%) Deferred tax assets 226.524 329.911 689.747 (31,3%) (52,2%) Other non-current payables 10.766.236 10.708.267 18.108.443 0,5% (40,9%) Total non-current liabilities 11.013.623 10.843.296 18.577.651 1,6% (41,6%) Current liabilities: Liabilities associated with non-current assets held for sale 0 5. 014.674 0 (100,0%) Issues of bonds and other marketable debt securit ie s 0 30.000 255.247 (100,0%) (88,2%) Bank borrowings 2.686.268 5. 401.076 3.811.284 (50,3%) 41,7% Payable to companies accounted for using the equit y method 11.523 15.398 6.137 (25,2%) 150,9%

Trade payables 2.956.345 3. 426.988 2.963.737 (13,7%) 15,6% Other non-trade payables 609.970 534.000 504.742 14,2% 5,8% Trade provisio ns 154.926 194.448 165.852 (20,3%) 17,2% Other current liabilities 1.564 0 0 Total current liabilities 6.420.596 14.616.584 7.706.999 (56,1%) 89,7% TOTAL EQUITY AND LIABILITIES 20.357.849 28.112.566 29.777.015 -27,6% -5,6%

Total assets at 31 December 2009 were €7,754.7 million lower than at the 2008 close, primarily due to two factors:

 The disposal of Itínere, which significantly reduced current assets and liabilities, due to the derecognition of assets and liabilities held for sale (totalling €5,693.4 million) and the attendant investments in associates and financial debt.

 The sale of properties in 2009, resulting in significant reductions in investment property, inventories and borrowings at 31 December 2009.

Concession projects under construction entailed gross investment of €358.3 million in new assets in 2009. The majority of investments related to the construction of new energy and water treatment plants in the services business, for €124.0 million.

Total assets at 31 December 2008 were €1,664.5 million lower than at the 2007 close, mainly due to the sale of Eiffage (an investment carried under the equity method at €2,362.4 million). This disposal, for €1,920.2 million, also reduced the Group’s borrowings as all loans taken out to finance the acquisition of Eiffage (€1,713 million at 31 December 2007) were settled and the remainder of the cash proceeds was used to repay other corporate debt.

Registration Document - Section 20 - Page 3 Concession projects under construction entailed gross investment of €171.0 million in new assets in 2008. The majority of investments, net of disposals, related to the construction of new energy and water treatment plants in the services business, for €174.5 million.

In 2007, total assets increased by €2,650.2 million, or 9.8% on the year-end 2006 balance, due mainly to the investment in French construction firm Eiffage to maintain the Group’s 33% stake after Eiffage held a rights issue reserved for its employees, as well as investment in Itínere, to raise the Group’s stake from 91% to 100%, entailing aggregate investment of €222 million.

The breakdown of and movements in the main balance sheet items are outlined below.

Non-current assets

In 2009, non-current assets narrowed by €512 million, mainly reflecting a €488 million reduction in investments accounted for using the equity method. Of this amount, the most significant movements involved Repsol YPF, S.A. and some of the motorway concession companies.

At year-end 2009, “Investment properties” included €2,699.7 million of leased properties. At 31 December 2009, the Group continued to recognise work in progress on a number of buildings for future lease, in the amount of €61.7 million. Investments in property, plant and equipment under construction amounted to €220.6 million and mainly related to cogeneration and electricity plants, water and wastewater networks, as well as other projects in the services business.

Property, plant and equipment also include machinery, plant and other assets. Accumulated depreciation at year-end 2009 amounted to €410.5 million.

At year-end 2009, the SyV Group had investments net of accumulated depreciation of €1,091.1 million in concession projects in operation (primarily motorways) and €483.3 million in projects under development.

“Financial assets” at year-end 2009 included investments in companies accounted for using the equity method amounting to €7,654.3 million, mainly investments in Repsol YPF and in Sacyr Concesiones’ concessionaire companies. This heading also included €421.6 million of deferred tax assets, with the remainder relating mostly to receivables from Group companies.

In 2008, non-current assets declined by 32.7% year-on-year, mainly driven by the reclassification of the assets sold to Citi to non-current assets held for sale.

At year-end 2008, “Investment properties” included €2,882.0 million of leased properties. At the end of 2008, the Torre SyV came on stream; meanwhile at 31 December 2008, the Group continued to recognise work in progress on a number of buildings for future lease, in the amount of €87.4 million. Investments in property, plant and equipment under construction amounted to €203.8 million at year-end 2008 and mainly related to cogeneration and electricity plants, water and wastewater networks, and other projects in the services business.

Property, plant and equipment also include machinery, plant and other assets. Accumulated depreciation at year-end 2008 amounted to €363.4 million.

At year-end 2008, the SyV Group had invested €1,033.5 million in concession projects in operation (mainly motorways) and €334.6 million in projects under development (before considering depreciation).

Registration Document - Section 20 - Page 4 Investments in companies accounted for using the equity method at year-end 2008 amounted to €8,142.0 million, mainly investments in Repsol YPF and in Sacyr Concesiones’ concessionaire companies.

At year-end 2007, “Investment properties” included €2,577.8 million of leased properties. Intangible assets included another €123.4 million of rental assets managed under long-term concessions. At the 2007 close, work in progress on the Torre SyV and other buildings under construction for future letting was carried at €369.9 million with another €215.5 million tied up in cogeneration and other power generation projects and other projects for the services business.

Property, plant and equipment also include machinery, plant and other assets. Accumulated depreciation at 31 December 2007 amounted to €336.9 million.

At year-end 2007, the Group had invested €6,871.2 million in concession projects in operation (mainly motorways) and €505.7 million in projects under development.

Non-current financial assets at 31 December 2007 included €10,177.6 million of investments accounted for using the equity method, notably the investments in French construction firm Eiffage, Repsol YPF and the concession companies of Itínere-Europistas. This heading also included €446.6 million of grants relating to income in connection with several of Itínere’s Chilean concessions, €427.3 million of deferred taxes, with most of the remaining balance corresponding to receivables by Group companies.

Non-current assets held for sale and discontinued activities

Under IFRS 5, the Group’s 15.727% interest in Itínere Infraestructuras, S.A. at 31 December 2009 was classified as a non-current asset held for sale as the value of the asset is expected to be recovered through its sale rather than continuing use. Under international standards this condition is deemed to have been met only when disposal is highly probable and the asset is available for immediate sale in its current state. Also classified as a non-current asset held for sale is Sacyr Vallehermoso S.A.’s participating loan in Itínere Infraestructuras, S.A., as the Group expects to recover its value by selling it along with the shares in Itinere Infraestructuras, S.A.

At end-2009, non-current assets held for sale totalled €283.2 million, as follows:

Fair value Value (€) No. of shares per share

Itinere shares 148,212,003 34,397,935 4.308747095 Participating loan 127,787,997 ------TOTAL 276,000,000

Interest on participating loan 7,222,730

TOTAL 283,222,730

Sacyr Vallehermoso, S.A.’s participating loan to Itínere Infraestructuras, S.A. was agreed on 16 July 2009 and matures on 31 March 2021. It pays a fixed annual coupon of 1% on principal outstanding at the end of each financial year plus a floating rate benchmarked to the EBITDA of the borrower’s operating subsidiaries for the same year. The Group expects to recover the value of this loan by selling it along with its shareholding in Itínere Infraestructuras, S.A.

Registration Document - Section 20 - Page 5 At year-end 2009, the Group had still not completed the full sale of Itínere Infraestructuras, S.A. However, since the delays to the sale were caused by circumstances beyond the Group’s control and the Group remains firmly committed to the planned sale and is actively marketing the assets at a fair price, it was decided to retain Itínere Infraestructuras, S.A.’s classification as a non- current asset held for sale.

In accordance with IAS 39, the interest in Itínere Infraestructuras, S.A. was measured at fair value, without deducting any potential costs to sell. At 31 December 2009, fair value per share was €4.31, based on the most recent sale of shares in Itínere Infraestructuras, S.A. in November 2009.

Changes resulting from restatements to fair value are recognised directly in equity until the financial asset is derecognised from the consolidated statement of financial position or its value is considered impaired, at which point the amount recognised in equity is taken to the separate consolidated income statement.

In 2009 and 2008, income and expense, net of tax, from assets held for sale, up until the time control was transferred, and gains or losses on their sale, are shown separately on the separate consolidated income statement under “Profit/(loss) for the year from discontinued operations”.

At 31 December 2008, the assets and liabilities of companies sold pursuant to the takeover bid for the assets of Itínere Infraestructuras, S.A. were classified to “Non-current assets held for sale” and “Liabilities associated with non-current assets held for sale”, respectively. The transaction was executed in a number of stages and is explained in greater detail section 5.2 of this Registration Document.

The breakdown of assets and liabilities classified as held for sale at December 31, 2008 was as follows:

Registration Document - Section 20 - Page 6 € thousand

NON-CURRENT ASSETS HELD FOR SALE 2008

A) NON-CURRENT ASSETS 5.566.908

I. Property, plant and equipment 17.270 II. Concession projects 4.483.995

III. Investment properties 1.669

IV. Other intangible assets 8.561

V. Goodwill 324.764 VI. Investments accounted for using the equity method 26.945

VII. Non-current financial assets 349.942

VIII. Deferred tax assets 353.762 B) CURRENT ASSETS 185.055 I. Inventories 1.099

II. Trade and other receivables 107.143

III. Current financial assets 151

IV. Cash and cash equivalents 76.662

NON-CURRENT ASSETS HELD FOR SALE 5.751.963

€ thousand

LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE 2008

B) NON-CURRENT LIABILITIES 4.330.338

I. Deferred income 286.156

II. Provision for contingencies and expenses 2.908

III. Bank borrowings 3.594.481

IV. Non-current trade and other payables 102.326 V. Deferred tax liabilities 344.467 C) CURRENT LIABILITIES 684.336

I. Bank borrowings 596.435

II. Current trade and other payables 90.152

III. Current payables to associates 436

IV. Other current liabilities (2.687)

TOTAL LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE 5.014.674

Other current assets (excluding non-current assets held for sale and discontinued activities)

Other current assets stood at €6,230.6 million at year-end 2009, marking a 22.2% reduction on the year-end 2008 balance. The most significant items were “Inventories” (€3,140.6 million), which mainly relate to Vallehermoso’s residential developments, and “Trade and other receivables” (€2,296.9 million).

At 31 December 2008, other current assets totalled €8,006.0 million, a year-on-year reduction of 5.2%. The most significant items were “Inventories” (€4,805.1 million), which mainly relate to Vallehermoso’s residential developments, and “Trade and other receivables” (€2,521.5 million). The average collection period in the construction business was under 200 days, compared to around 180 days in the services business. Testa receives payment in advance, while Vallehermoso and Sacyr Concesiones collect upfront in cash.

Registration Document - Section 20 - Page 7 At year-end 2007, other current assets totalled €8.445.8 million, growth of 19.0% year-on-year. The growth was due in part to a €204.7 million increase in inventories.

Equity

At 31 December 2009, SyV Group equity amounted to €2,923.6 million. Of this total, €2,826.5 million (96.7%) was attributable to equity holders of SyV, and €97.2 million was attributable to minority shareholders.

At 31 December 2009, share capital was represented by 304.97 million shares with a par value of €1 each.

At 31 December 2008, SyV Group equity amounted to €2,652.7 million. Of this total, €2,350.1 million (88.6%) was attributable to equity holders of SyV, and €302.6 million to minority interests.

At 31 December 2008, share capital was represented by 304.9 million shares with a par value of €1 each following a scrip issue undertaken during the year charged to unrestricted reserves, as approved at the parent company’s shareholder meeting, by virtue of which 1 new share was issued for every 14 then outstanding, for total issuance of 20,331,158 new shares at a par value of €1 each.

Equity at 31 December 2007 stood at €3,492.4 million, growth of 16.1% on the previous year. Of this, €2,771.2 million (79.3%) was attributable to equity holders of SyV and €721.2 million to the Group’s minority shareholders.

Loans and borrowings

The breakdown of the Group’s net debt at 31 December 2009, 2008 and 2007:

NET BORROWINGS At 31 December At 31 December At 31 December (€ million) 2009 2008 2007 % Chg 09/08 % Chg 08/07 Corporate 799 1,866 1,646 (57.2%) 13.4% Capital-intensive activities 5,328 6,239 9,911 (14.6%) (37.0%) Testa 2,566 2,655 2,093 (3.4%) 26.8% Sacyr Concesiones 1,063 855 4,595 24.3% (81.4%) Vallehermoso 1,699 2,728 3,222 (37.7%) (15.3%) Other 5,734 6,408 8,169 (10.5%) (21.6%) Eiffage 0 0 1,713 (100.0%) Repsol YPF 5,010 5,079 5,248 (1.4%) (3.2%) SyV Participaciones 0 563 570 (100.0%) (1.2%) Other 724 766 638 (5.5%) 20.1% NET BORROWINGS 11,861 14,512 19,726 (18.3%) (26.4%)

 Corporate:

 In 2009 the parent company’s net debt was reduced by 57% to €799 million, primarily reflecting the sale of properties and the partial disposal of Itínere.

 In 2008, this heading included, in the amount of approximately €1,375 million, the debt relating to the equity contributed to the special purpose vehicle that acquired 20.01% of Repsol YPF.

Registration Document - Section 20 - Page 8  In 2007, parent company debt included the €800 million commercial paper program issued by the SyV Group, of which €187 million had been drawn down at year-end.

Parent company debt at year-end 2007 also included around €1,500 million of debt corresponding to the equity contributed to the entities investing in Repsol YPF and Eiffage.

 Capital-intensive businesses:

 Debt used to finance infrastructure concessions amounted to €1,013.4 million at 31 December 2009.

 Borrowings in the rental property division mainly comprise mortgage loans and lease agreements, totalling €2,566.3 million at year-end 2009. These borrowings are used to finance assets in operation and under construction, which at 31 December 2009 were valued at €4,398 million. The loan-to-value ratio was 58.3%.

 Net borrowings in the residential development business amounted to €1,698.7 million at year-end 2009 and mainly related to financing of inventories held by Vallehermoso at a carrying amount of €2,290 million. At 31 December 2009 these assets were valued at €3,033.9 million by an independent appraiser, implying a loan- to-value ratio of 54.7%. Pre-sales (contracts signed but the home not yet delivered) amounted to €637.5 million, covering 38% of total borrowings.

 Debt used to finance infrastructure concessions amounted to €855 million at 31 December 2008. The reduction relative to December 2007 mainly reflects the drawdown of debt to fund projects in progress. Sacyr Concesiones successfully arranged project financing for the Moncloa transportation hub (Madrid) and the IP4 motorway / Túnel do Marao project in Portugal in 2008. The financing was provided by the EIB and six other European banks.

 Borrowings in the rental property division mainly comprise mortgage loans and lease agreements, totalling €2,655.4 million at year-end 2008. These borrowings are used to finance assets in operation and under construction, which at December 31, 2008 were valued by an independent appraiser at €4,426.3 million, implying a loan- to-value ratio of 60.0%.

 Net borrowings in the residential development business amounted to €2,728.4 million at year-end 2008 and mainly related to financing of inventories held by Vallehermoso at a carrying amount of €4,090.2 million. At 31 December 2008 these assets were valued at €5,989.8 million by an independent appraiser, implying a loan- to-value ratio of 45.5%. Pre-sales (contracts signed but the home not yet delivered) amounted to €1,551 million, covering 56.8% of total borrowings.

 At year-end 2007, the debt used to finance transport concessions was €4,594.4 million; 85% of this was project finance with no additional recourse, enabled by the predictability of cash-flows from the concessions.

 Borrowings in the rental property business took the form of €2,093.3 million of mortgages and leases used to finance assets in operation and under construction.

Registration Document - Section 20 - Page 9  In the residential development business, net borrowings amounted to €3,222.1 million and related to financing of inventories held by Vallehermoso at a carrying amount of €4,078.9 million.

 Other businesses:

 The outstanding balance on the bank loan taken out to finance the investment in Repsol YPF stood at €5,009.9 million at 31 December 2009.

Structured debt in other businesses mainly related to financing of environmental projects and concessions at Valoriza.

 In April 2008, following the sale of the investment in Eiffage for €1,920.2 million, the Group cancelled €1,713 million of bank loans taken out to finance the acquisition of Eiffage, earmarking the remaining proceeds to repay parent company debt.

 The investment in Repsol YPF was financed through a €5,078.8 (year-end 2008 balance outstanding) million bank loan maturing in 5 years (bullet payment).

 Structured debt in other businesses at 31 December 2008 mainly related to financing of environmental projects and concessions in Valoriza. In August 2008 the Group closed €303 million of funding for the Solucia project (Valoriza Energía: 50%) to build a solar thermal plant in Lebrija.

At 31 December 2008, €5,043 million of total Group debt was fixed-rate (34.7% of the total) and the remaining €9,469 million was floating-rate.

 At 31 December 2007, the €1,750 million of bank loans taken on to finance the acquisition of Eiffage had an average term of 4 years and carried spreads over Euribor (varying by term) ranging between 0.34bp and 0.58bp. These loans were secured by SyV’s Eiffage shares, the market value of which stood at €2,091 million at 31 December 2007.

 At year-end 2007, this heading also included the €570 million of debt taken on to fund the acquisition of Europistas.

 Structured debt in other businesses at year-end 2007 mainly related to financing of environmental projects and concessions in Valoriza.

Goodwill

Movements in goodwill in 2009, 2008 and 2007 were as follows:

Registration Document - Section 20 - Page 10 2009 Balance at Reclassific. Impairment and Transfer to Balance at Increases Decreases € thousand 31/12/08 and transfers exchange rate effect held for sale 31/12/09

Holding 18,230 0 0 0 0 0 18,230 Valoriza Gestión 18,230 0 0 0 0 0 18,230

Valoriza Group 117,863 0 (4) 0 20 0 117,879 Sufi 94,987 0 0 0 0 0 94,987 Suardiaz 2,204 0 0 0 0 0 2,204 Hidro 4 4 0 (4) 0 0 0 0 Águas de Mandaguahy 66 0 0 0 20 0 86 Águas de Cascais 2,206 0 0 0 0 0 2,206 Viveiros do Falcão 602 0 0 0 0 0 602 Hidurbe 844 0 0 0 0 0 844 Aguas do Marco 2,241 0 0 0 0 0 2,241 Taviraverde 23 0 0 0 0 0 23 Aguas da Covilha 14,394 0 0 0 0 0 14,394 Fagar 292 0 0 0 0 0 292

Somague Group 31,347 0 0 0 0 0 31,347 Somague Engenharia (Soconstroi) 18,482 0 0 0 0 0 18,482 Engigas 4,545 0 0 0 0 0 4,545 CVC 1,356 0 0 0 0 0 1,356 Somague Ediçor 999 0 0 0 0 0 999 Neopul 1,172 0 0 0 0 0 1,172 Somague Investimentos 4,793 0 0 0 0 0 4,793

Vallehermoso Group 137 0 0 0 0 0 137 Lusivial Promoçao e Gestao 137 0 0 0 0 0 137

TOTAL 167,577 0 (4) 0 20 0 167,593

Registration Document - Section 20 - Page 11 2008 Balance at Reclassific. Impairment Transfer to Balance at Increases Decreases € thousand 31/12/07 and transfers and held for sale 31/12/08 exchange Holding 310,797 13,239 0 0 0 (305,806) 18,230 Somague SGPS 81,930 0 0 (81,930) 0 0 0 Valoriza Gestión 0 0 0 18,230 0 0 18,230 Itínere Infraestructuras 228,867 13,239 0 63,700 0 (305,806) 0 Valoriza Group 106,538 14,416 (3,075) 0 (16) 0 117,863 Sufi 98,062 0 (3,075) 0 0 0 94,987 Suardiaz 2,204 0 0 0 0 0 2,204 Hidro 4 4 0 0 0 0 0 4 Águas de Mandaguahy 82 0 0 0 (16) 0 66 Águas de Cascais 2,206 0 0 0 0 0 2,206 Viveiros do Falcão 602 0 0 0 0 0 602 Hidurbe 844 0 0 0 0 0 844 Aguas do Marco 2,241 0 0 0 0 0 2,241 Taviraverde 23 0 0 0 0 0 23 Aguas da Covilha 0 14,394 0 0 0 0 14,394 Fagar 270 22 0 0 0 0 292 Somague Group 32,441 0 (1,094) 0 0 0 31,347 Somague Engenharia (Soconstroi) 18,482 0 0 0 0 0 18,482 Engigas 4,545 0 0 0 0 0 4,545 CVC 1,356 0 0 0 0 0 1,356 Somague Ediçor 999 0 0 0 0 0 999 Neopul 1,172 0 0 0 0 0 1,172 Somague Investimentos 4,793 0 0 0 0 0 4,793 Gaeltec 429 0 (429) 0 0 0 0 Tegael 665 0 (665) 0 0 0 0 Itinere Group 19,880 0 0 0 (922) (18,958) 0 Lusoponte 8,086 0 0 0 0 (8,086) 0 Triangulo do Sol 6,508 0 0 0 (922) (5,586) 0 Itinere Brazil 675 0 0 0 0 (675) 0 AEO 4,611 0 0 0 0 (4,611) 0 Testa Group 1,611 0 0 0 (1,611) 0 0 Tesfran 1,611 0 0 0 (1,611) 0 0 Vallehermoso Group 137 0 0 0 0 0 137 Lusivial Promoçao e Gestao 137 0 0 0 0 0 137 TOTAL 471,404 27,655 (4,169) 0 (2,549) (324,764) 167,577

Registration Document - Section 20 - Page 12 2007 Balance at Reclassific. Impairment Balance at Increases Decreases € thousand 31/12/06 and transfers and 31/12/07 exchange Holding 177,244 133,553 0 0 0 310,797 Somague SGPS 81,930 0 0 0 0 81,930 Itínere Infraestructuras 95,314 133,553 0 0 0 228,867 Valoriza Group 105,247 2,474 (1,189) 0 6 106,538 Sufi 98,062 0 0 0 0 98,062 Suardiaz 0 2,204 0 0 0 2,204 Hidro 4 4 0 0 0 0 4 Focus Airport Services 25 0 (25) 0 0 0 Águas de Mandaguahy 76 0 0 0 6 82 Águas de Cascais 2,206 0 0 0 0 2,206 FM 2000 1,164 0 (1,164) 0 0 0 Viveiros do Falcão 602 0 0 0 0 602 Hidurbe 844 0 0 0 0 844 Aguas do Marco 2,241 0 0 0 0 2,241 Taviraverde 23 0 0 0 0 23 Fagar 0 270 0 0 0 270 Somague Group 31,144 1,297 0 0 0 32,441 Somague Engenharia (Soconstroi) 18,482 0 0 0 0 18,482 Engigas 3,677 868 0 0 0 4,545 CVC 1,356 0 0 0 0 1,356 Somague Ediçor 999 0 0 0 0 999 Neopul 1,172 0 0 0 0 1,172 Somague Investimentos 4,793 0 0 0 0 4,793 Gaeltec 0 429 0 0 0 429 Tegael 665 0 0 0 0 665 Itinere Group 13,640 6,152 0 0 88 19,880 Lusoponte 7,327 671 0 0 88 8,086 Triangulo do Sol 1,515 4,993 0 0 0 6,508 Itinere Brazil 675 0 0 0 0 675 AEO 4,123 488 0 0 0 4,611 Testa Group 0 1,611 0 0 0 1,611 Tesfran 0 1,611 0 0 0 1,611 Vallehermoso Group 1,874 0 0 0 (1,737) 137 Fortuna Golf 306 0 0 0 (306) 0 Habitat Network 1,431 0 0 0 (1,431) 0 Lusivial Promoçao e Gestao 137 0 0 0 0 137 TOTAL 329,149 145,087 (1,189) 0 (1,643) 471,404

Significant additions in 2008 relate to the acquisition of Aguas da Covilha, E.M. by the Valoriza Group and the purchase of shares in Itínere Infraestructuras, S.A from Caja de Ahorros y Monte de Piedad de Gipuzkoa y San Sebastián upon exercise of the latter’s put option.

Goodwill generated in 2007 relates to the acquisition of 9.1% of Tesfran, S.A. in addition to the 89.96% the Group already owned, giving rise to €11,611 thousand of goodwill. At the end of 2008, management identified circumstances indicating that the goodwill arising from the purchase of these shares was impaired and recognised the corresponding impairment charge in the separate consolidated income statement.

In addition, as a result of the contract undertaking to accept a public takeover bid for shares of Itínere Infraestructuras, S.A., the Group reclassified the goodwill related to the planned transaction to "Non-current assets held for sale.”

In 2008 an additional 2.19% interest in Itínere Infrastructures, S.A. was acquired from Caja de Ahorros y Monte de Piedad de Gipuzkoa y San Sebastián upon exercise of the put option held by the latter. The purchase price was €151,150 thousand and the transaction generated goodwill of €13,239 thousand.

Registration Document - Section 20 - Page 13 In 2008, a 49% interest in Aguas de Covilha, E.M. was acquired for €18,500 thousand, generating goodwill of €14,394 thousand.

In 2009, no transactions gave rise to significant movements in goodwill.

The acquisition of minority interests is not a business combination under IFRS 3. The acquisition of minority interests in companies already considered subsidiaries does not require changes to the fair value of the assets and liabilities arising from a previous business combination.

The SyV Group has elected to recognise the difference between the amount paid and the amount recognised under minority interests related to the interest acquired as goodwill.

In 2007, after carrying out impairment tests on all existing goodwill, the SyV Group detected no need to recognize additional goodwill impairment losses in the consolidated income statement other than the €1,737 thousand impairment charged to Vallehermoso Group goodwill.

With effect from 1 January 2006, the Group acquired an 8.63% stake in Itínere Infraestructuras, S.A.U., raising its overall holding from 82.75% in 2005 to 91.38% in 2006. This purchase generated goodwill of €95,314 thousand. In addition, in April 2007 the Group acquired the remaining 8.62% of Itínere Infraestructuras, S.A.U.; this transaction gave rise to additional goodwill of €133,553 thousand.

Registration Document - Section 20 - Page 14 A).3 Audited, consolidated SyV Group income statements for the years ended 31 December 2009, 2008 and 2007

The audited, consolidated income statements for the years ended 31 December 2009, 2008 and 2007 (€, thousand):

2009 2008 2007 % Chg 09/08 % Chg 08/07 Revenue 5.857.594 5.379.489 5.236.546 8,9% 2,7% Own work capitalized 65.316 126.693 117.823 (48,4%) 7,5% Other operating income 210.365 181.661 88.262 15,8% 105,8% Government grants released to the income (46,1%) 199,0% statement 5.236 9.714 3.249 Gain on disposal of assets 61.370 41.852 0 46,6% 152,4% Other income 7.938 9.383 12.510 (15,4%) (25,0%) Operating income 6.207.819 5.748.792 5.458.390 8,0% 5,0% Change in inventories -1.198.716 71.474 189.150 N/M (62,2%) Supplies -2.428.170 -3.082.965 -3.000.438 21,2% 2,8% Employee benefits expense -720.755 -722.317 -636.981 0,2% 13,4% Depreciation and amortisation expense -175.535 -161.454 -140.901 8,7% 14,6% Impairment of goodwill 0 -1.611 -1.737 N/M (7,3%) Change in trade provisions -247.012 -111.699 -38.908 (121,1%) 187,1% Change in provisions for intangible assets, PP&E 48,8% 2898,9% and securities portfolio -31.014 -60.577 -2.020 Other operating costs -1.319.517 -1.358.833 -1.134.386 2,9% 19,8% Other losses -29.143 -5.028 -12.925 (479,6%) (61,1%) Operating costs -6.149.862 -5.433.010 -4.779.146 (13,2%) 13,7% OPERATING PROFIT/(LOSS) 57.957 315.782 679.244 (81,6%) (54,6%) SHARE OF PROFIT/(LOSS) OF ASSOCIATES -171.096 518.992 938.626 N/M (44,7%) N/M N/M GAIN/(LOSS) ON DISPOSAL OF ASSETS 2.764 -426.345 16.583 Revenue from other marketable securities and asset- 50,1% (18,1%) backed loans 10.089 6.722 8.207 Net finance costs taken to investments 26.488 73.430 141.191 (63,9%) (48,0%) Other interest and similar income 30.715 63.702 54.158 (51,8%) 17,6% Total finance income 67.292 143.854 203.556 (53,2%) (29,3%) Finance and similar expenses -634.062 -926.193 -991.810 31,5% (6,6%) Change in value of financial instruments at fair (18,4%) N/M value through profit or loss -148 -125 69 Change in provisions for financial investments 4.960 -36.935 -7.994 N/M 362,0% Exchange gains/(losses) -839 -1.854 -2.919 54,7% (36,5%) Total finance costs -630.089 -965.107 -1.002.654 34,7% (3,7%) NET FINANCE INCOME/(COSTS) -562.797 -821.253 -799.098 31,5% 2,8% PROFIT BEFORE TAX -673.172 -412.824 835.355 63,1% N/M Income tax 276.032 128.080 41.792 115,5% 206,5% PROFIT/(LOSS) FOR THE YE AR FROM CONT INUING OPERATIONS -397.140 -284.744 877.147 39,5% N/M PROFIT/(LOSS) FOR THE YE AR FROM DISCONTINUED OPERATIONS 910.923 38.306 73.602 2278,0% (48,0%) PROFIT/(LOSS) FOR THE YEAR 513.783 -246.438 950.749 N/M N/M MINORITY INTERESTS -7.824 -9.582 -4.360 18,3% 119,8% PROFIT ATTRIBUTABLE TO EQUIT Y HOLDERS OF THE 50PA5.RE95NT9 -256.020 946.389 N/M N/M

The breakdown of the change in “Net gain/(loss) on disposal of assets” is provided below (and a more detailed description of the underlying transaction is provided in section 5 of this Registration Document):

Registration Document - Section 20 - Page 15 2,009 2,008 € thousand

Sale of Eiffage 0 (428,552) Other 2,764 2,207

TOTAL 2,764 (426,345)

Accounting-wise, the disposal by the SyV Group of a significant portion of its interest in Itínere meant that this investment ceased to be fully consolidated. Accordingly, full consolidation of the assets and liabilities associated with Itínere, which were recognised as non-current assets/liabilities held for sale at the end of the first quarter of 2009, was discontinued. At 31 December 2009, SyV recognised its remaining 15.7% interest in Itínere as an available-for-sale financial asset, as stipulated under IAS 39.

The consolidated income statement heading “Profit/(loss) for the year from discontinued operations” recognises the profits from Itínere’s concession assets to the date of the public takeover bid (€54.7 million), as well as the after-tax gains from the sale of Itínere (€856.2 million).

The 2008 financial statements are presented using the same accounting criteria in order to make them comparable.

In 2008 and 2009, the Group recognised losses on continuing operations of €284.7 million and €397.1 million, respectively. These losses originated mainly from: (i) concessions, due to a change in accounting criteria in 2005 (IFRS) under which the Group discontinued capitalising borrowing costs on concession projects and subsequent amortisation throughout the term thereof, which means that concessions are loss-making in the early years of operation and profitable towards the end of the pertinent term; (ii) residential development, due to sales of land below cost in a bid to repay debt, coupled with the slump in house sales against the current market backdrop; (iii) provisions at the parent company level for refinancing advisory charges as well as indirect expenses incurred in connection with the sale of Itínere; (iv) lastly, in 2008 the Group recognised a charge for impairment in the goodwill associated with its concession projects to reflect the prevailing market conditions.

Losses on continuing operations in 2008 also included losses on the extraordinary sale of the Group’s equity investment in Eiffage.

In 2009, losses on continuing operations were partially offset by profits in the rest of the Group’s divisions, as well as profit for the year from discontinued operations relating to the sale of Itínere.

Revenue

Registration Document - Section 20 - Page 16 The Group’s revenue amounted to €5,857.6 million in 2009, up 8.9% on 2008. This increase mainly relates to revenue at Vallehermoso, as well as the healthy level of business volumes in the Group’s concessions and service businesses, which offset the slight drop in the property rental business following asset sales and the decline in construction revenue.

The breakdown of revenue by business area is as follows:

At 31 At 31 At 31 REVENUE % Chg % Chg December December December (€ thousand) 2009 2008 2007* 09/08 08/07 Construction 3,232,211 3,498,203 3,346,163 (7.6%) 4.5% Residential Development (Vallehermoso) 2,024,359 1,087,470 1,400,023 86.2% (22.3%) Concessions (Sacyr Concesiones) 92,738 71,093 34,808 30.4% 104.2% Rental Property (Testa) 270,028 272,568 263,821 (0.9%) 3.3% Services (Valoriza) 926,196 866,145 633,080 6.9% 36.8% Holding and adjustments (687,938) (415,989) (441,349) N/M N/M REVENUE 5,857,594 5,379,489 5,236,546 8.9% 2.7%

Construction

 Revenue from the construction business amounted to €3,232.2 million in 2009, down 7.6% on the previous year, due mainly to lower volumes of house building. The orderbook however rose considerably, by 29.6%, to €8,323.9 million at 31 December 2009, ensuring future growth in this business line.

 Construction revenue grew by 4.5% year-on-year in 2008 to €3,498.2 million. This business registered strong growth in Portugal, where revenue rose 4.8% on 2007, and in the Group’s other markets, notably Spain, where revenue climbed 4.5% higher. The orderbook rose 6.7% year-on-year to €6,424.1 million at year-end 2008.

Residential development

 The total value of property transfer deeds signed in the residential development business totalled €2,024.4 million in 2009, growth of 86.2% on 2008 (€1,087.5 million). Of this figure, home sales amount to €769.1 million, while land sales totalled €1,246.7 million. Revenue from related services was €8.5 million.

 The total value of property transfer deeds signed in the residential development business totalled €1,087.5 million in 2008, 22.3% less than in 2007. Revenue from house sales totalled €952.1 million. Revenue from land sales in 2008 was €101.3 million, 61.2% less than in 2007 (€261.4 million), while revenue from related services was 233.1% higher at €34.0 million.

Concessions

Registration Document - Section 20 - Page 17  In the concessions division, the 30.4% growth in revenue in 2009 was driven by the increase in both toll and royalty tariffs, as well as the start-up of new concessions. In terms of new assets, in 2009 the motorways in Turia, Eresma and Barbanza (opened in August, September and December of 2008, respectively) in Spain and a section of the St. José-Cader motorway in Costa Rica (opened on 7 June 2009) contributed to revenue for the first time or for the first full year. In addition, Line 1 of the Seville Metro system and the N-6 motorway in Ireland both entered into service during the year, although they did not affect revenue (the new Metro line because it was accounted for using the equity method and the motorway because it was opened late in the year, on 18 December 2009).

 In 2008, revenue from the concessions business rose by 104.2%, due to the increase in both toll and royalty tariffs and to the start-up of new concessions. In terms of new assets, in 2008 the motorways in Turia and Eresma (opened in August and September 2008, respectively) and the Moncloa transportation hub in Madrid (operational since February 2008) contributed to revenue for the first time.

Rental Property

 Revenue from the property management division totalled €270.0 million in 2009, down 0.9% on 2008. Of this figure, revenue from property rentals amounted to €256.4 million, 3.2% below the 2008 figure, due to a reduction in leasable surface area. The remaining amount relates to the provision of property management services (€5.7 million) and the sale of land to a Group company (for €7.9 million).

 Revenue from rentals and property management services amounted to €272.6 million in 2008. Revenue from rentals rose 4.6% year-on-year (on a like-for-like basis, i.e., at constant leasable area and stripping out the collection in 2007 of €1.9 million from a tenant as a penalty for early lease breakage). This growth was driven by a combination of growth in the average occupancy rate of 0.4%, growth of 3.8% in average unit income from the leased portfolio and an increase of 0.4% in the average leasable area during the year.

Services

 The services business extended the growth of prior years in 2009, with revenue climbing 6.9% on 2008 to €926.2 million. The fastest-growing segments were energy and water, which registered revenue growth of 27% and 7%, respectively.

 In 2008, revenue from the services business rose 36.8% on 2007 to €866.1 million, driven by organic growth at all business lines at Valoriza. The energy line registered year-on-year revenue growth of 121%, compared to growth of 42% in multi-services, while the water business grew by 33% and the environmental management business by 16%.

Revenue breakdown by market

Registration Document - Section 20 - Page 18 At 31 At 31 At 31 REVENUE % Chg % Chg December December December (€ thousand) 2009 2008 2007* 09/08 08/07 Spain 4.623.127 4.279.751 4.622.422 8,0% (7,4%) Portugal 486.579 615.256 799.792 (20,9%) (23,1%) Ireland 245.903 122.103 0 101,4% Italy 137.357 63.656 25.919 115,8% 145,6% Costa Rica 49.429 0 0 N/M N/M Chile 3.054 64.320 70.733 (95,3%) (9,1%) Rest of the world 312.505 234.403 (282.320) 33,3% N/M REVENUE 5.857.954 5.379.489 5.236.546 8,9% 2,7%

* Pro forma

International activities accounted for 21.1% of total revenue in 2009. Based on analysis of the project pipeline, this percentage is set to grow over the coming years. By region, 78.9% of revenue was generated in Spain and 8.3% in Portugal (work carried out by Somague and services rendered by Valoriza). The remaining 12.8% mainly relates to construction of new concessions in Ireland, Costa Rica and Chile, to other construction activities in Italy and other countries, and the rental of properties managed by Testa in Miami and Paris.

In 2008, 79.6% of revenue was generated in Spain, 11.3% in Portugal, specifically by Somague (construction) and Valoriza (services), while the remaining 9.1% was generated by business operations in Ireland, Chile and Italy and the rental of properties leased by Testa in Miami and Paris.

In 2007, 88.27% of revenue was generated in Spain, 15.27% in Portugal (work carried out by Somague and services rendered by Valoriza), with most of the remainder generated in Chile, namely from concessions in operation and construction work on these concessions, as well as rents from properties leased by Testa in Miami and Paris.

EBITDA

Group EBITDA amounted to €450.1 million in 2009, down 26.1% on 2008. This decrease was shaped by the impact of the prevailing economic situation on the property development market and the general slowdown in the Spanish construction sector. EBITDA, however, rose notably in the concessions and services divisions.

 The so-called recurring businesses (infrastructure concessions, property rental and services) contributed €396.8 million to the Group’s EBITDA in 2009, up 10.6% year-on-year, despite the drop in EBITDA in the property rental business due to the reduction in leaseable area compared to December 2008.

 The more cyclical businesses (construction and housing development) and the holding company contributed EBITDA of €53.4 million. Revenue from the residential development business narrowed 54.1% on 2008, while revenue from the construction business fell 14.5%.

Group EBITDA narrowed 29.4% year-on-year in 2008 to €609.3 million, reflecting earnings shrinkage in cyclical activities, especially property development. EBITDA growth was however healthy in the other businesses, particularly the services division.

Registration Document - Section 20 - Page 19  Recurring businesses (infrastructure concessions, property management and services) contributed €358.7 million or 58.9% of total EBITDA, marking growth of 23.6% on 2007.

 The more cyclical businesses (construction and housing development) and the holding company contributed EBITDA of €250.6 million, 56.2% less than in 2007.

At 31 At 31 At 31 GROSS OPERATING INCOME % Chg % Chg December December December (EBITDA) (€ thousand) 2009 2008 2007* 09/08 08/07 Concessions (Sacyr Concesiones) 63,562 45,902 11,114 38.5% 313.0% Rental Property (Testa) 210,051 220,903 210,522 (4.9%) 4.9% Services (Valoriza) 123,146 91,869 68,560 34.0% 34.0% Recurring business activities 396,759 358,674 290,196 10.6% 23.6% Construction (Sacyr - Somague) 173,832 203,254 226,521 (14.5%) (10.3%) Residential Development (Vallehermoso) 62,890 136,965 357,242 (54.1%) (61.7%) Cyclical Cash-generating Activities 236,722 340,219 583,763 (30.4%) (41.7%) Holding and adjustments -183,334 -89,622 -11,147 N/M N/M GROSS OPERATING INCOME 450,147 609,271 862,812 (26.1%) (29.4%)

* Pro forma

Depreciation and amortisation

Depreciation and amortisation expense, including the charges for assets for which ownership will revert in the future, amounted to €175.5 million in 2009 and primarily related to Testa and the infrastructure concessions business.

Depreciation and amortisation expense, including the charges for assets for which ownership will revert in the future, amounted to €161.4 million in 2008 and primarily related to Testa (€44.2 million or 27.1% of the SyV Group total), the infrastructure concessions business (€42.3 million; 25.9% of the Group total) and Valoriza (€35.2 million; 21.6%). In addition, “Profit/(loss) for the year from discontinued operations” in the consolidated income statement includes a further €168.1 million depreciation charge relating to Itinere’s concession assets.

In 2007, this charge totalled €317.2 million. Of this balance, €176.3 million related to the depreciation of Itinere concession assets and is recognised under “Profit/(loss) for the year from discontinued operations” in the consolidated income statement. Of the total charge, 68.8% corresponds to the so-called recurring business activities (infrastructure concessions, property management and services) which account for the largest share of capital employed. Itínere accounted for 45.8% of the SyV Group’s total depreciation charge (€145.3 million), Testa for 14.1% (€44.6 million) and Valoriza for 8.9% (€28.2 million).

Net finance income/(costs)

The breakdown of finance income and costs in 2009, 2008 and 2007 is as follows:

Registration Document - Section 20 - Page 20 2009 2008 2007

€ thousand

Finance costs (533,723) (1,009,069) (999,804) Debt to third parties (538,683) (972,134) (991,810) Change in prov isions for financial inv estments 4,960 (36,935) (7,994)

Var. value of financial instruments (cash flow hedges) (95,527) 45,816 69

Net finance costs taken to investments 26,488 73,430 141,191

Exchange gains/(losses) (839) (1,854) (2,919)

TOTAL EXPENSES (603,601) (891,677) (861,463)

Income from marketable securities and other financial instruments 40,804 70,424 62,365

TOTAL INCOME 40,804 70,424 62,365

NET FINANCE INCOME/(COSTS) (562,797) (821,253) (799,098)

Net finance cost was €562.8 million in 2009, compared to €821.2 million in 2008 and €799.1 million in 2007. In 2009, finance income totalled €40.8 million (down 42.1% on the €70.4 million recognised in 2008 which in turn marked growth of 12.9% on 2007 finance income of €62.2 million). Finance costs totalled €603.6 million in 2009, marking a decline of 31.5% on 2008 costs of €891.7 million, due the reduction in total Group debt as well as the drop in average debt service cost, from 5.48% to 3.55%. Finance cost in 2008 was 12.9% higher than the 2007 charge of €861.5 million.

The SyV Group uses derivative financial instruments to eliminate or significantly reduce the interest rate, exchange rate and market risk to which it is exposed as result of monetary transactions, asset positions and other transactions. In general, these instruments are treated as hedges when they qualify for hedge accounting. Those that do not qualify are classified as held- for-trading, with gains or loss recognised directly in profit or loss.

Profit/(loss) of associates

With respect to the Group’s interest in Repsol YPF, in 2009 the Group only recognised accrued dividends (€232.1 million), compared to income of €542.5 million in 2008 (20.01% of the €2,711.0 million of net profit recognised by Repsol YPF in 2008). Accounting-wise, the Group’s share of profits in Repsol YPF, as a result of accounting for the investment using the equity method (€312.0 million, which is 20.01% of the investee’s net profits of €1,559 million) was reduced by €79.9 million with a charge to the investment in non-current financial assets.

Profit/(loss) of associates also includes the losses relating to the restatement to fair value of the Madrid-Levante Motorway and the R-4 toll road, as well as losses contributed by certain infrastructure concessions companies still in the ramp-up phase.

Profit/(loss) for the year from discontinued operations

The table below provides a breakdown of the income and expenses included under “Profit/(loss) for the year from discontinued operations” in the income statements for the years ended December 31, 2009 and 2008:

Registration Document - Section 20 - Page 21 € thousand

SEPARATE INCOME STATEMENT 2009 2008

Revenue 202.824 526.778 Own work capitalized 1.466 13.236 Other operating income 10.430 26.825 Government grants released to the income statement 20 129 Other income 347 76 OPERATING INCOME 215.087 567.044

Supplies (8.492) (13.014) Employee benefits expense (25.725) (63.868) Depreciation and amortisation expense 0 (168.095) Change in trade provisions (104) (1.404) Change in provisions for intangible assets, PP&E and securities portfolio 0 (1) Other operating costs (25.623) (89.495) Other losses 0 (34) OPERATING COSTS (59.944) (335.911)

OPERATING PROFIT/(LOSS) 155.143 231.133

SHARE OF PROFIT/(LOSS) OF ASSOCIATES 0 (1.674)

NET GAIN/(LOSS) ON DISPOSAL OF ASSETS 1.013.178 193

Revenue from other marketable securities and asset-backed loans 5.302 6.653 Other interest and similar income 12.486 24.957 Net finance costs taken to investments 1.900 8.728 Exchange gains/(losses) (7.922) 0 TOTAL FINANCE INCOME 11.766 40.338

Finance and similar expenses (88.418) (255.339) Change in value of financial instruments at fair value through profit or loss 0 (82) Change in provisions for financial investments 0 (93) Exchange gains/(losses) 0 33.193 TOTAL FINANCE COSTS (88.418) (222.321)

NET FINANCE INCOME/(COSTS) (76.652) (181.983)

PROFIT BEFORE TAX 1.091.669 47.669

Income tax (180.746) (9.363)

PROFIT FOR THE YEAR FROM DISCONTINUED OPERATIONS 910.923 38.306

Attributable to: MINORITY INTERESTS, DISCONTINUED OPERATIONS (8.714) (14.850) EQUITY HOLDERS OF THE PARENT, DISCONTINUED OPERATIONS 902.209 23.456

“Net gain/(loss) on disposal of assets” in 2009 includes gains from the sale of Itínere Infraestructuras, S.A.

Other income and expenses for 2009 refer to Itínere Infraestructuras, S.A.’s operating income and expenses until 5 June 2009 when the Group relinquished control and began to account for the remaining investment as a financial investment.

Also during 2009, the Group settled a €70 million payment originating from a prior-year agreement to buy Itínere Infraestructuras, S.A. shares which was triggered by the sale of shares in this investee.

No breakdown is provided for 2007 as profits from discontinued activities did not have to be broken out in this manner under the accounting standards then prevailing.

Registration Document - Section 20 - Page 22 A).4 Consolidated statement of changes in equity for the year ended 31 December 2009 compared with the consolidated statements of changes in equity for the years ended 31 December 2008 and 2007.

SyV Group consolidated statements of changes in equity for the years ended 31 December 2009, 2008 and 2007:

Consolidated statement of changes in equity Sacyr Vallehermoso Group

Total Change in Balance at Distribution of Interim Capital Treasury Balance at comprehensive consol. scope and 31/12/08 profit/(loss) dividend increase shares 31/12/09 € thousand income other

Share capital 304,967 0 0 0 0 0 0 304,967 Share premium 145,435 0 0 0 0 0 0 145,435 Reserves 2,826,892 25,556 (346,989) 0 0 0 (32,315) 2,473,144 Profit/(loss) for the year (256,020) 505,959 256,020 0 0 0 0 505,959 Interim dividend (90,969) 0 90,969 0 0 0 0 0 Treasury shares (55,769) 0 0 0 0 0 0 (55,769) Available-for-sale financial assets (1,401) 65,309 0 0 0 0 0 63,908 Hedging instruments (226,119) (27,422) 0 0 0 0 0 (253,541) Translation differences (296,926) (60,714) 0 0 0 0 0 (357,640)

Total 2,350,090 508,688 0 0 0 0 (32,315) 2,826,463 Minority interests 302,596 27,350 0 0 0 0 (232,779) 97,167 Equity 2,652,686 536,038 0 0 0 0 (265,094) 2,923,630

Total Change in Balance at Distribution of Interim Capital Treasury Balance at comprehensive consol. scope and 31/12//07 profit/(loss) dividend increase shares 31/12/08 € thousand income other

Share capital 284,636 0 0 0 20,331 0 0 304,967 Share premium 145,435 0 0 0 0 0 0 145,435 Reserves 1,901,320 (28,461) 776,397 0 (20,331) (1,260) 199,227 2,826,892 Profit/(loss) for the year 946,389 (256,020) (946,389) 0 0 0 0 (256,020) Interim dividend (127,540) 0 127,540 (90,969) 0 0 0 (90,969) Treasury shares (53,136) 0 0 0 0 (2,633) 0 (55,769) Available-for-sale financial assets 0 (1,401) 0 0 0 0 0 (1,401) Hedging instruments 31,591 (257,710) 0 0 0 0 0 (226,119) Translation differences (357,534) 60,608 0 0 0 0 0 (296,926)

Total 2,771,161 (482,984) (42,452) (90,969) 0 (3,893) 199,227 2,350,090 Minority interests 721,204 (17,004) 0 0 0 0 (401,604) 302,596 Equity 3,492,365 (499,988) (42,452) (90,969) 0 (3,893) (202,377) 2,652,686

Income and expense recognised directly in equity

Change in Total income and Total Change in Balance at Translation Cash flow Profit/(loss) Distribution of Interim Capital Treasury Balance at equity expense recognised income and consol. scope and 12/31/06 differences hedge for the year profit/(loss) dividend increase shares 31/12//07 € thousand of associates directly in equity expense for the year other

Share capital 284,636 0 0 0 0 0 0 0 0 0 0 0 284,636 Share premium 145,435 0 0 0 0 0 0 0 0 0 0 0 145,435 Reserves 1,437,816 0 40,422 66,334 106,756 0 106,756 400,949 0 0 (9,223) (3,387) 1,932,911 Translation differences (127,414) (19,415) 0 (210,705) (230,120) 0 (230,120) 0 0 0 0 0 (357,534) Profit/(loss) for the year 542,207 0 0 0 0 946,389 946,389 (542,207) 0 0 0 0 946,389 Interim dividend (88,600) 0 0 0 0 0 0 88,600 (127,540) 0 0 0 (127,540) Dividends 0 0 0 0 0 0 0 52,658 0 0 0 0 0 Treasury shares 0 0 0 0 0 0 0 0 0 0 (53,136) 0 (53,136)

Total 2,194,080 (19,415) 40,422 (144,371) (123,364) 946,389 823,025 0 (127,540) 0 (62,359) (3,387) 2,771,161

Minority interests 814,820 (1,418) 2,283 0 865 4,360 5,225 0 0 0 0 (98,841) 721,204 Equity 3,008,900 (20,833) 42,705 (144,371) (122,499) 950,749 828,250 0 (127,540) 0 (62,359) (102,228) 3,492,365

Registration Document - Section 20 - Page 23 A).5 Consolidated cash flow statement for the year ended 31 December 2009 compared with the consolidated cash flow statements for the years ended 31 December 2008 and 2007.

SyV Group consolidated cash flow statements for the years ended 31 December 2009, 2008 and 2007:

Consolidated cash flow statement Sacyr Vallehermoso Group

€ thousand 2009 2008

In 2009, the Group recycled 20 tonnes of organic waste from pruning and maintenance of green areas, using 418,the 497recycled mate(365,rial155) to improve its land. Profit (loss) before tax from continuing operations (673,172) (412,824) Profit (loss) before tax from discontinued operations 1,091,669 47,669 Depreciation and amortisation 175,535 341,851 Impairment of goodwill 0 1,611 Operating provisions 278,129 173,680 Government grants released to the income statement (5,236) (9,843) Share of profit/(loss) from investments in companies accounted for using the equity method 171,096 (515,733) Net finance income 639,449 1,003,236 Gain on disposal of assets (1,077,312) 425,365 Cash flows from operating activities 600,158 1,055,012

Trade and other receivables 62,946 (25,041) Inventories 1,606,973 (183,413) Trade payables (407,578) 328,447 Net change in working capital 1,262,341 119,993

Net cash flows from operating activities 1,862,499 1,175,005

Net investment in non-current assets 1,665,777 1,255,429 Purchase of property, plant and equipment and intangible assets (211,546) (428,975) Investment in real-estate projects (40,361) (66,091) Investment in concession projects (375,410) (585,937) Purchase of financial assets (225,649) (151,753) Proceeds from disposal of property, plant and equipment and intangible assets 112,354 74,714 Proceeds from disposal of real-estate projects 285,395 60,351 Proceeds from disposal of financial assets 1,709,989 1,975,451 Interest received 50,670 133,374 Dividends received 360,335 244,295

Net cash flows from in investing activities 1,665,777 1,255,429

Proceeds from borrowings 1,108,226 2,150,381 Repayment of borrowings (3,508,258) (3,801,215) Interest paid (760,102) (1,215,930) Change in financial debt (3,160,134) (2,866,764)

Dividends paid 0 (175,897) Acquisition/sale of treasury shares 0 (3,890) Change in equity finance 0 (179,787)

Other sources of financing (198,354) 26,364 Other sources of financing (198,354) 26,364

Net cash flows used in financing activities (3,358,488) (3,020,187)

CHANGE IN CASH AND CASH EQUIVALENTS 169,788 (589,753)

Cash and cash equivalents at 1 January (including held for sale) 556,247 1,146,000 Cash and cash equivalents at 31 December (including held for sale) 726,035 556,247 (-) Cash and cash equivalents held for sale 0 (76,663) Cash and cash equivalents at 31 December (excluding held for sale) 726,035 479,584

Registration Document - Section 20 - Page 24 Consolidated cash flow statement Sacyr Vallehermoso Group

€ thousand 2008 2007

Profit before tax (412,824) 835,355 Depreciation, amortisation and provisions 517,142 484,128 Government grants released to the income statement (9,843) (3,249) Share of profit /(loss) from investments in companies accounted for using the equity method(515,733) (951,082) Net finance income 1,003,236 939,091 Gains on sale of Eiffage 425,365 0 Cash flows from operating activities 1,007,343 1,304,243

Trade and other receivables, work executed pending certification (152,852) (682,734) Inventories (183,413) (204,725) Trade payables 376,116 186,615 Other current assets and liabilities 127,811 (12,361) Net change in working capital 167,662 (713,205)

Net cash flows from operating activities 1,175,005 591,038

Net investment in non-current assets 1,255,429 (683,236) Purchase of property, plant and equipment and intangible assets (428,975) (343,478) Investment in real-estate projects (66,091) (9,057) Investment in concession projects (585,937) (501,645) Purchase of financial assets (151,753) (435,905) Proceeds from disposal of property, plant and equipment and intangible assets 74,714 71,504 Proceeds from disposal of real-estate projects 60,351 66,741 Proceeds from disposal of concession projects 0 8,915 Proceeds from disposal of financial assets 1,975,451 99,347 Interest received 133,374 114,315 Dividends received 244,295 246,027

Net cash flows from/(used in) investing activities 1,255,429 (683,236)

Proceeds from borrowings 2,150,381 3,623,245 Repayment of borrowings (3,801,215) (1,909,275) Interest paid (1,215,930) (956,592) Change in financial debt (2,866,764) 757,378

Dividends paid (175,897) (175,010) Acquisition/sale of treasury shares (3,890) (66,790) Change in equity finance (179,787) (241,800)

Other sources of financing 26,364 12,024 Other sources of financing 26,364 12,024

Net cash flows from/(used in) financing activities (3,020,187) 527,602

CHANGE IN CASH AND CASH EQUIVALENTS (589,753) 435,404

Cash and cash equivalents at 1 January (including held for sale) 1,146,000 710,596 Cash and cash equivalents at 31 December (including held for sale) 556,247 1,146,000 (-) Cash and cash equivalents held for sale (76,663) (81,779) Cash and cash equivalents at 31 December (excluding held for sale) 479,584 1,064,221

B) Key ratios

The table below includes the Group’s key financial metrics for the years ended 31 December 2009, 2008 and 2007, all of which were taken from the information included in the issued and audited financial statements for the same years:

Registration Document - Section 20 - Page 25 2009 2008 2007* Net profit for the year 505.959 -256.020 946.389 Equity 2.923.630 2.652.686 3.492.365 Total assets 20.357.849 28.112.566 29.777.015 Revenue 5.857.594 5.379.489 5.236.546 EBITDA 450.147 273.930 679.244 Net borrowings 11.861.263 14.512.062 19.725.566 Gross borrowings 12.654.459 15.177.488 21.053.636 Gross finance costs 634.062 926.193 991.810

* Pro forma

Ratios 2009 2008 2007 Net financial debt / equity 405.70% 547,07% 564,82% Net financial debt / total liabilities 58,26% 51,62% 66,24% Gross finance costs / total gross debt 5,01% 6,10% 4,71% EBITDA / gross finance costs 70,99% 29,58% 68,49% RoE (net profit / equity) 17,31% -9,65% 27,10% RoE (net profit / total assets) 2,49% -0,91% 3,18% Profitability (net profit / revenue) 8,64% -4,76% 18,07%

* Pro forma

The next two tables break down the Group’s working capital, defined as current assets less current liabilities. The first table factors in inventories, while the second table strips this heading out of the analysis.

The Group incurred losses in 2008 and working capital was negative at 31 December 2008 due to classification of long-term mortgage loans on property developments held as inventories as current borrowings. Since that time, the Group has taken action to redress this situation, extending the average life of its debt. This, coupled with cash flow generation from its recurring businesses and asset sales, meant that working capital was positive at year-end 2009.

Registration Document - Section 20 - Page 26 Working capital (including inventories) 2009 2008 2007 Sacyr Vallehermoso Group 93,286 -858,622 738,769 Operating working capital 1,703,135 3,169,739 3,477,230 Inventories 3,140,591 4,805,126 4,622,812 Trade and other receivables 2,296,872 2,521,468 2,474,238 Trade payables -2,956,345 -3,426,988 -2,963,737 Other non-trade payables -609,970 -534,000 -504,742 Trade provisions -154,926 -194,448 -165,852 Other current assets and liabilities -13,087 -1,419 14,511 Financial working capital -1,609,849 -4,028,361 -2,738,461 Other current financial assets 67,161 185,842 182,070 Cash and cash equivalents 726,035 479,584 1,146,000 Current borrowings -2,686,268 -5,431,076 -4,066,531 Non-current assets held for sale 283,223 5,751,963 0 Liabilities associated with non-current assets held 0 -5,014,674 0 for sale

20.2. Finance statements

The SyV Group’s audited, consolidated financial statements for 2009, 2008 and 2007 have been included in section 20.1 above.

20.3. Auditing of historical annual financial information

20.3.1. Statement that the historical financial information has been audited

The individual and consolidated financial statements and management reports of SACYR VALLEHERMOSO for 2009, 2008 and 2007 were audited by the Group’s statutory auditor, ERNST & YOUNG, S.L., with registered business address at Plaza Pablo Ruiz Picasso s/n (Torre Picasso), Madrid, registered in the Official Auditors’ Register under number SO530.

The audit reports corresponding to the individual and consolidated financial statements of SACYR VALLEHERMOSO for 2009, 2008 and 2007 do not contain any qualifications or disclaimers and have been duly registered in the official registries of the CNMV.

20.3.2. Indication of other information in the prospectus which has been audited by the auditors

As disclosed above, the individual and consolidated financial statements for 2009, 2008 and 2007 have been audited. None of the other information included in this Registration Document has been audited by the statutory auditor.

20.4.3 Unaudited data

Neither the financial information for the period ended 30 September 2010 included in this Registration Document, nor the financial information for the period ended 30 September 2009 presented for comparative purposes, has been audited. The restated 2009 financial information has not been audited.

Registration Document - Section 20 - Page 27 20.4. Age of latest financial information

The last year of audited financial information included in this Registration Document corresponds to the year ended 31 December 2009. The information therefore does not date more than 15 months from the date of this Registration Document.

20.5. Interim information – Nine-month period ended 30 September 2010

Basis of presentation and accounting standards applied

The Sacyr Vallehermoso Group has followed the same accounting policies and methods of computation to prepare the consolidated condensed interim financial statements for the nine-month period ended 30 September 2010 as it used to draw up the most recent consolidated annual financial statements, i.e., the financial statements for the year ended 31 December 2009, with the exception of the application of IFRIC 12, as detailed later in this explanatory note. There have been no significant changes in the estimates of amounts reported in prior interim periods that affect the interim period analysed here.

The accounting policies and methods of computation used to draw up the Group’s consolidated condensed interim financial statements (“Interim Financial Statements”) for the nine-month period ended 30 September 2010 are the same as those used to draw up the consolidated annual financial statements for the year ended 31 December 2009, with the exception of application of new standards and interpretations applicable in accounting periods starting on or after 1 January 2010 as a consequence of effectiveness of IFRIC 12, as endorsed by the European Union.

Application of these new standards, amendments and interpretations has not has a material effect on the financial statements, except as indicated in this Registration Document.

In order to make the financial information presented in the Interim Financial Statements directly comparable, the Group has restated the financial information presented for the 2009 interim period to reflect application of IFRIC 12, Service Concession Agreements.

The main impact of application of IFRIC 12 on the consolidated financial statements is the reclassification of the Group’s concession projects for which the Group has the unconditional contractual right to receive income from a government (which are presented under several headings in the consolidated annual financial statements for 2009) and which must now be classified and measured as financial assets. This implies a change in how these assets are measured and reclassification out of concession projects, where they were formerly presented, to financial assets.

In addition, the Group has reclassified the balances included under “Concession arrangements”, which were included under “Other intangible assets” in earlier consolidated annual and interim financial statements, to “Concession projects”, based on the consideration that this classification provides the reader with a clearer understanding of the nature of these assets.

For a better understanding, the table below compares the restated statement of financial position for 2009 with the audited consolidated statement of financial position at 31 December 2009, as issued:

Registration Document - Section 20 - Page 28 € thousand

31/12/09 31/12/09 ASSETS Actual Difference Restated (Audited)

A) NON-CURRENT ASSETS 13,829,215 13,843,967 (14,752) I. Property, plant and equipment 563,144 913,427 (350,283)

II. Concession projects 1,435,095 1,574,356 (139,261) III. Investment properties 2,699,692 2,699,692 0 IV. Other intangible assets 18,052 269,838 (251,786)

V. Goodwill 167,593 167,593 0 VI. Investments accounted for using the equity method 7,656,926 7,654,298 2,628

VII. Non-current financial assets 828,436 128,274 700,162 VIII. Derivative financial instruments 391 391 0 IX. Deferred tax assets 445,403 421,615 23,788

X Other non-current assets 14,483 14,483 0

B) CURRENT ASSETS 6,513,816 6,513,882 (66) I. Non-current assets held for sale 283,223 283,223 0

II. Inventories 3,140,591 3,140,591 0 III. Trade and other receivables 2,296,806 2,296,872 (66) - Trade receivables 494,491 494,491 0 - Receivable from construction contracts 1,062,669 1,062,669 0 - Completed work pending certification 365,982 365,982 0 - Personnel 1,683 1,683 0 - Receivable from public entities 181,557 181,557 0 - Other receivables 190,424 190,490 (66)

IV. Current financial assets 67,161 67,161 0 V. Cash and cash equivalents 726,035 726,035 0 TOTAL ASSETS 20,343,031 20,357,849 (14,818)

€ thousand

31/12/09 31/12/09 EQUITY AND LIABILITIES Actual Difference Restated (Audited) A) EQUITY 2,953,878 2,923,630 30,248

ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 2,855,762 2,826,463 29,299 I. Issued capital 304,967 304,967 0 II. Share premium 145,435 145,435 0 III. Reserves 2,489,410 2,473,144 16,266

IV. Profit/(loss) for the year attributable to equity holders of the parent 519,009 505,959 13,050 V. Treasury shares (55,769) (55,769) 0

VI. Available-for-sale financial assets 63,908 63,908 0 VII. Hedging instruments (253,541) (253,541) 0 VIII. Translation differences (357,657) (357,640) (17)

MINORITY INTERESTS 98,116 97,167 949

B) NON-CURRENT LIABILITIES 10,998,770 11,013,623 (14,853)

I. Deferred income 97,587 97,587 0

II. Provision for contingencies and expenses 149,800 149,800 0 III. Bank borrowings 9,959,499 9,968,191 (8,692) IV. Non-current trade and other payables 202,854 244,499 (41,645)

V. Derivative financial instruments 323,101 323,101 0 VI. Deferred tax liabilities 262,008 226,524 35,484

VII. Non-current payables to associates 3,921 3,921 0

C) CURRENT LIABILITIES 6,390,383 6,420,596 (30,213)

I. Bank borrowings 2,685,547 2,686,268 (721) II. Current trade and other payables 3,536,887 3,566,315 (29,428) - Suppliers 2,956,193 2,956,345 (152) - Personnel 17,894 17,894 0 - Current tax liabilities 5,811 5,811 0 - Payable to public entities 348,134 348,034 100 - Other payables 208,855 238,231 (29,376) III. Current payables to associates 11,523 11,523 0

IV. Trade provisions 154,926 154,926 0 V. Other current liabilities 1,500 1,564 (64)

TOTAL EQUITY AND LIABILITIES 20,343,031 20,357,849 (14,818)

Registration Document - Section 20 - Page 29 CONSOLIDATED INCOME STATEMENT 30/9/2009 30/9/2009 (Thousands o f euros) restated presented Difference (Unaudited) (Unaudited)

Revenue 4.490.649 4.487.428 3.222 Other income 255.265 219.153 36.112 Total operating income 4.745.914 4.706.581 39.333 External and operating expenses -4.413.156 -4.343.488 -69.668 GROSS OPERATING PROFIT/(LOSS) 332.759 363.094 -30.335 Depreciation and amortisation expense and impairment of goodwill -142.696 -162.032 19.336 Current provisions -261.895 -261.895 0 ORDINARY OPERATING PROFIT/(LOSS) -71.832 -60.833 -10.999 Change in provisions for non-current assets 0 0 0 NET OPERATING PROFIT -71.832 -60.833 -10.999 Net finance income/(costs) -417.047 -438.268 21.222 Net foreign exchange differences -3.921 -3.921 0 Share of profit (loss) of companies accounted for using the equity method-198.807 -201.680 2.873 Provisions for financial investments -78 -78 0 Change in value of financial instruments at fair value through profit or loss -130 -130 0 Gain/(loss) on disposal of non-current assets 66.325 66.324 0 Profit/(loss) before tax -625.491 -638.587 13.096 Income tax expense 238.994 242.732 -3.738 PROFIT/(LOSS) FROM CONTINUING OPERATIONS -386.497 -395.855 9.358

PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS 854.927 854.927 0

PROFIT/(LOSS) FOR THE PERIOD 468.430 459.072 9.358 Attributable to minority interests -12 1.618 -1.629 NET ATTRIBUTABLE PROFIT 468.418 460.689 7.729

As shown in the table above, the impact of the change in accounting criteria is to reduce gross non-current interest-bearing loans borrowings by €8.7 million and current borrowings by €0.7 million. Accordingly, the impact is not material and derives simply from a change in accounting criteria which in our consideration requires no additional explanation. As the accounting change has no impact on cash, the impact on net borrowings is the same.

A) SyV Group income statement

Accounting effects with an impact on profit or loss

For a better understanding of the Company’s performance the following factors should be taken into account when comparing results for the first nine months of 2010 with those of 2009:  “Profit (loss) for the period from discontinued operations” in the first nine months of 2009 included non-recurring gains of €854.9 million from the sale of Itínere.

 Also included were €69.3 million of gains generated on the sale at the end of March 2009 of certain properties belonging to Vallehermoso and Testa. These sales had a significant impact on the comparability of Vallehermoso’s financial information, as most of the property transfer deeds for 2009 were signed in the first quarter of the

Registration Document - Section 20 - Page 30 year. The also impact the comparability of the financial information for Testa, where the assets sold contributed three months of revenue in 2009.

 In addition, the SyV Group recognised provisions for receivables, outstanding invoices and other items in 2009, with a negative impact on the income statement of €261.9 million.  The sale to Eiser Global Infrastructure Fund of a 49% stake in four concessions closed on 28 July 2010. In accordance with IFRS 5, until the disposal date these four assets had been classified as “Non-current assets held for sale”, with the related income and expenses and the gain on the sale shown, net of tax, under “Profit (loss) for the period from discontinued operations” in the consolidated income statement. From the date of the sale, the SyV Group consolidates its interests in these concessions using proportionate consolidation. Accordingly, revenue to September 2010 from the four concession assets (the Moncloa and Plaza Elíptica transport hubs, and the Autovía Noroeste and Autovía del Turia toll motorways) only reflect the results of the business operations from July to September.

CONSOLIDATED INCOME STATEMENT September September % Chg (Thousands of Euros) 2010 2009* 1,1

Revenue 3.625.030 4.490.649 -19,3% Other income 303.727 255.265 19,0% Total income 3.928.757 4.745.914 -17,2% External and operating expenses -3.611.435 -4.413.156 -18,2% GROSS OPERATING PROFIT 317.322 332.759 -4,6% Depreciation and amortisation expense -120.808 -142.696 -15,3% Trade provisions 67.609 -261.895 N/M NET OPERATING PROFIT 264.123 -71.832 ns Changes in fixed assets provisions 23 0 N/M ORDINARY NET PROFIT 264.146 -71.832 ns Financial results -333.800 -417.047 20,0% Forex results -78 -3.921 98,0% Share of profit (loss) of associates 167.417 -198.807 N/M Provisions for financial investments 11.098 -78 ns Change in value of financial instruments at fair value through profit or loss -212 -130 -63,0% Results from sales of non current assets 1.127 66.325 -98,3% PROFIT BEFORE TAXES 109.698 -625.491 N/M Corporate Tax 12.417 238.994 -94,8% PROFIT (LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS 122.115 -386.497 ns

PROFIT (LOSS) FOR THE PERIOD FROM DISCONTINUED OPERATIONS -7.960 854.927 N/M

PROFIT FOR THE PERIOD 114.155 468.430 -75,6% Attributable to minority interests -3.927 -12 N/M NET ATTRIBUTABLE PROFIT 110.228 468.418 -76,5% B) Earnings analysis

 Sacyr Vallehermoso reported revenue of €3,625 million in the first nine months of 2010.  EBITDA totalled €317.3 million, implying an EBITDA margin of 8.8%, compared to 7.4% in the first nine months of 2009.  Net operating profit in the nine months ended 30 September 2010 was €264.1 million, compared to a loss of €71.8 million in the first nine months of 2009.  Profit/(loss) from continuing operations totalled €122.1 million, compared to a loss of €386.5 million in the first nine months of 2009.  Attributable net profit was €110.2 million, compared to €468.4 million last year, which included the gain of €854.9 million on the sale of Itínere.

Registration Document - Section 20 - Page 31 Revenue

Consolidated revenue to September 2010 totalled €3,625 million, underpinned by the strong performance of the Group’s services, concessions and rental property businesses. Nevertheless, this was 19.3% lower than in the same period last year. 2009 featured far larger proceeds from a number of one-off transactions involving land sales at Vallehermoso than have been recognised in 2010. Stripping these atypical transactions out, revenue would have declined by 5.2%, mostly as a result of the downturn in residential development and construction in Spain. The sale in March 2009 of some of Testa’s properties and the change in consolidation scope following the sales of stakes in four of Sacyr Concesiones’ assets in 2010 explain the fall in revenue in these two businesses. The breakdown of revenue by business area is as follows:

REVENUE SEPTEMBER % Chg (€ thousand) 2010 2009* 10/09 Construction (Sacyr - Somague) 2.156.615 2.425.027 -11,1% Services (Valoriza) 763.659 678.071 12,6% Residential Development (Vallehermoso) 316.275 395.124 -20,0% Rental Property (Testa) 187.895 195.884 -4,1% Concessions (Sacyr Concesiones) 46.072 48.612 -5,2% Holding and adjustments -108.169 -194.308 REVENUE 3.362.348 3.548.409 -5,2% Extraordinary sales Vallehermoso 262.682 942.240 -72,1% REVENUE 3.625.030 4.490.649 -19,3% * Restated

 Construction revenue totalled €2,156.6 million in the first nine months of 2010. This marked an 11.1% fall from the 2009 interim period, caused by the slowdown in Spanish construction activity, above all residential construction. However, international construction revenue was 9.4% higher. The construction backlog at 30 September 2010 stood at €7,611 million, ensuring business volumes going forward.

 Service revenue sustained the pace of growth of previous periods, rising 12.6% to €763.7 million. Revenue growth was particularly strong in the water unit (+31%), followed by the multi-services (+12%) and environmental (+11%) businesses.

 The total value of property transfer deeds signed in the Residential Development business in the period was €579.0 million, with 1,500 homes delivered. The figure is tremendously positive considering the current situation of the industry, despite falling far short of last year’s level, although that included a large volume of land sales. Specifically, extraordinary sales to 30 September 2009 totalled €942.2 million, compared to €262.7 million this year.

 Concession revenue fell 5.2% year-on-year on the back of the decrease in the shareholdings in the four concessions sold to Eiser, which to 28 July did not contribute to revenue as they were accounted for as non-current assets held for sale. Revenue from the other concessions increased by 36.5% thanks to a healthy performance by existing concessions and the start-up of the Autopista del Sol in Costa Rica and the N-6 motorway in Ireland.

Registration Document - Section 20 - Page 32  Revenue from the Rental Property business was €187.9 million, down 4.1% on the first nine months of 2009. The decline was the result of the sale of certain rental properties at the end of March 2009. Of this total, €183.8 million related to rental income on investment properties and the remaining €4.1 million to property management services. Like-for-like rental revenue (i.e. same leasable area) fell by 1.9%.

Revenue from International Activity increased by 19.8% and represented 30% of the SyV Group’s total revenue, compared to 20% in the first nine months of 2009. This percentage should gradually increase going forward as projects in the pipeline (e.g. Italy, Panama, Australia, Algeria, and Libya) start to contribute.

REVENUE SEPTEMBER % Chg (€ thousand) 2010 2009* 10/09 Spain 2.537.367 3.583.121 -29,2% International 1.087.663 907.528 19,8% REVENUE 3.625.030 4.490.649 -19,3%

* Restated

By geographical area, 33.8% of international revenue was generated in Portugal, 11.5% in Italy, 8.7% in Panama (expansion work on the Canal), 8.2% in Ireland (relating to construction work on concessions won), 7.6% in Australia and 15.1% in Angola (construction work carried out by Somague and services rendered by Valoriza). The remaining 15.1% related mainly to Costa Rica and Chile and the rental of properties managed by Testa in Miami and Paris.

EBITDA

Consolidated EBITDA for the first nine months of 2010 amounted to €317.3 million. The increase in EBITDA in the Construction business was noteworthy despite the slowdown in volumes, while the Concessions and Services Businesses also performed well. The fall in operating profits at the Residential Development business caused consolidated EBITDA to contract 4.6%. However, the rest of the business areas contributed €411.9 million to Group EBITDA, 3.6% more than last year despite the fall in EBITDA from the Rental Property business caused by the decrease in leasable area mentioned above and the sale of stakes in some concessions.

GROSS OPERATING INCOME SEPTEMBER % Chg (EBITDA) (€ thousand) 2010 2009* 10 // 09 Construction (Sacyr - Somague) 129,118 125,064 3.2% Services (Valoriza) 108,049 87,665 23.3% Rental Property (Testa) 149,443 160,024 -6.6% Concessions (Sacyr Concesiones) 25,312 24,951 1.4% Activities (excluding residential 411,921 397,705 3.6% development) Residential Development (Vallehermoso) -141,072 54,304 N/M Holding and adjustments 46,473 -119,250 N/M GROSS OPERATING INCOME 317,322 332,759 -4.6% EBIDA margin (%) 8.8% 7.4% * Restated

Registration Document - Section 20 - Page 33 The Group’s cost-containment efforts led to a 1.4bp increase in the EBITDA margin.

Provisions

In the first nine months of 2010 the Group recorded €67.6 million of provisions, mostly related to the Residential Development business.

Net finance income/(costs)

Net finance expense amounted to €333.8 million in the first nine months of 2010, compared to €417.0 million in the same period of 2009. Finance income totalled €62.2 million, 10.9% lower than the €69.8 million obtained in the nine months ended 30 September 2009. Finance costs totalled €396.0 million, 18.6% lower than the interim 2009 figure of €486.8 million thanks to the reduction in Group debt.

Profit/(loss) under the equity method

With respect to the equity interest in Repsol YPF, the Group recognised income of €180.2 million in the first nine months of 2010. For accounting purposes, the income recognised under the equity method, i.e., the Group’s share of profits at Repsol YPF (20.01% of Repsol YPF's net profit in 9M10 of €1,786 million; i.e. €357.4 million) is decreased by the dividend income of €177.2 million.

The Group recognised €192.4 million in this connection in the first nine months of 2009, a figure which includes the losses relating to the fair value restatement of the Madrid– Levante motorway and the R-4 toll road.

This income statement item also includes the Group’s share of losses at some infrastructure concessionaires which are currently in the early stages of activity.

Net gain/(loss) on disposal of assets

No significant amounts were recognised on disposals of assets in the first nine months of 2010. However, in the interim 2009 period, gains on the sale of investment properties related to the Group’s Rental Property business and owner-occupied offices in Madrid contributed gains of €66.3 million.

Profit/(loss) for the period from continuing operations

Profit from continuing operations to 30 September 2010 amounted to €122.1 million, compared to a loss of €386.5 million in the same period last year.

Profit/(loss) from discontinued operations

Profit (loss) from discontinued operations in the first nine months of 2010 includes the after-tax revenue and expenses, up to the close date, related to SyV’s 49% interests in four assets in the Concessions business which were sold off, as well as the after-tax gain on the disposal. These assets are: the Moncloa and Plaza Elíptica transport hubs, and the Autovía del Noroeste and Autovía del Turia toll motorways.

Registration Document - Section 20 - Page 34 The interim 2009 figure included the gain on the sale of Itínere (takeover and subsequent sale of 17% in July) of €800.2 million. The remaining €54.7 million relates to profit contributed by Itínere assets under concession prior to the public takeover. Since the bid, SyV has accounted for its stake in Itínere as a financial investment.

Revenue backlog

The revenue backlog at 30 September 2010 stood at €50,443.5 million, concentrated in the recurring Concessions and Services businesses. Sacyr Concesiones accounted for 55.6% and Valoriza for 23.6% of the total. The construction backlog represented 15% of the total, thanks to strong international contracting in the period. Implied operating income from the backlog is €19,530.5 million.

BACKLOG SEP 10 (€ thousand) Revenue % EBITDA(1) EBITDA Sacyr - Somague (construction backlog) 7.611.473 6,0% 452.604 Vallehermoso (pre-sales) 285.817 35 Sacyr Concesiones (revenue backlog) 28.038.316 54,9% 15.404.009 Testa (leases backlog) 2.586.020 79,5% 2.056.791 Valoriza (services backlog) 11.921.851 14,1% 1.686.802 BACKLOG 50.443.476 38,9% 19.600.240 (1) EBITDA margin at 30 September 2010

The pipeline is a proxy for future revenue which will be gradually recognised in the consolidated income statement as the various construction projects are executed and the contracted services provided. These revenue streams also imply future EBITDA, calculated based on prevailing margins in each business line.

International activities represented 57% of the total backlog at 30 September 2010, and 69% of the construction backlog, given the strong focus on public tenders held outside Spain and contract wins in Italy, Panama, Libya and Israel, among other countries.

Spain, 43%

International, 57%

Registration Document - Section 20 - Page 35 C) Balance sheet

At 30 At 31 CONSOLIDATED BALANCE SHEET Chg. September December (€ thousand) 2010 2009 (*) 9M 2010

Non-current asse ts 14,273,039 13,829,213 443,826 Intangible assets 15,624 18,052 -2,428 Investment properties 2,669,403 2,699,691 -30,288 Concession projects 1,635,415 1,435,095 200,320 Property, plant and equipment 627,056 563,143 63,913 Financial assets 9,141,989 8,931,156 210,833 Other non-current assets 15,939 14,483 1,456 Goodwill 167,614 167,593 21 Current asse ts 6,202,368 6,513,818 -311,450 Non-current assets held for sale 279,080 283,223 -4,142 Inventories 2,593,942 3,140,591 -546,649 Trade and other receivables 2,689,658 2,296,808 392,850 Financial assets 151,378 67,161 84,216 Cash and cash equivalents 488,310 726,036 -237,726 TOTAL ASSETS/LIABILITIES 20,475,407 20,343,032 132,376

Equity 3,116,439 2,953,879 162,560 Shareholders' equity 3,045,865 2,855,763 190,102 Minority interests 70,574 98,116 -27,543 Non-current liabilities 10,971,326 10,998,768 -27,442 Loans and borrowings 9,673,649 9,959,499 -285,849 Financial instruments at fair value through profit or loss 369,999 323,101 46,898 Provisions 106,425 149,799 -43,373 Other non-current liabilities 821,252 566,369 254,883 Current liabilities 6,387,642 6,390,384 -2,742 Liabilities directly associated with assets classified as held for sale 0 0 0 Loans and borrowings 2,638,342 2,685,547 -47,205 Trade payables 2,855,298 2,957,694 -102,395 Trade provisions 142,436 154,926 -12,490 Other current liabilities 751,566 592,218 159,348

Restated for IFRIC 12

Balance sheet highlights

The breakdown of and movements in the main balance sheet items are outlined below.

Non-current assets

“Investment properties” includes €2,669.4 million of leased properties, mainly related to the Rental Property business.

The SyV Group has investments net of accumulated depreciation of €1,030.1 million in concession projects in operation (primarily motorways) and €605.3 million in projects under development.

“Property, plant and equipment” includes investments in power generation and cogeneration plants, water and sewage networks, and other service-related products, in addition to machinery, plant and other assets. Accumulated depreciation at 30 September 2010 stood at €409.1 million.

“Financial assets” includes investments in associates of €7,778.2 million, mainly in Repsol YPF and in Sacyr Concesiones’ concessionaire companies. Also included are the concessions

Registration Document - Section 20 - Page 36 affected by the adoption of IFRIC 12, measured at €756.5 million. This item also includes €460.1 million of deferred tax assets, with the remaining balance relating mostly to receivables from Group companies.

Current assets

“Current assets” at 30 September 2010 totalled €6,202.4 million, of which €279.1 million relate to “Non-current assets held for sale” (including the SyV Group’s 15.7% stake in Itínere). The most significant items are “Inventories” (€2,593.9 million), which mainly relate to Vallehermoso’s residential developments, and “Trade and other receivables” (€2,689.7 million).

Equity

Total equity at 30 September 2010 stood at €3,116.4 million, of which 97.7% (or €3,045.9 million) is attributable to equity holders of SyV and €70.6 million to minority shareholders.

Share capital at 30 September 2010 was represented by 304.97 million shares, each with a par value of €1.

Loans and borrowings

On 5 August 2010, the SyV Group successfully refinanced its residential development arm, Vallehermoso, reaching bilateral agreements with 29 of Vallehermoso’s creditor banks. The agreement extends by three years the maturity of debt associated with finished housing, which will be repaid as housing sales are made. The rest of the debt is deferred for five years, extendable to eight. In addition, the Group has raised sufficient liquidity to fund the division’s operating requirements and projects in progress over the next five years.

The Group’s net debt at 30 September 2010 stood at €11,672.3 million, broken down as follows:

At 31 NET BORROWINGS % Chg December (€ million) 40,422.0 2009* 9M 10 Corporate 608 527 15.5% Capital-intensive activities 5,021 5,318 -5.6% Testa 2,625 2,566 2.3% Sacyr Concesiones 1,017 1,053 -3.4% Vallehermoso 1,380 1,699 -18.8% Other 6,043 6,006 0.6% Repsol YPF 5,030 5,010 0.4% Stake in Itínere 262 272 -3.7% Other 750 724 3.6% 11,672 11,851 -1.6%

* Restated

 Corporate:

Net corporate debt at 30 September 2010 was €608.5 million.

Registration Document - Section 20 - Page 37  Capital-intensive businesses:  Debt used to finance infrastructure concessions amounted to €1,016.8 million at 30 September 2010. This consists of debt related to project financing secured by the cash flows generated by the underlying concessions.

 Debt in the Rental Property business; i.e. mortgage loans and leases, stood at €2,624.8 million. This debt is used to finance rental properties in operation or under construction, which at 31 December 2009 were appraised by an independent expert at €4,398 million. The debt in the property management business is serviced with the cash flows generated from rentals thanks to the buildings’ high occupancy rates.  In the Residential Development business, the net debt of €1,379.7 million finances inventories on Vallehermoso’s balance sheet, whose carrying amount is €1,932.3 million. The September balance is 19% lower than the year-end 2009 figure. This debt was refinanced during the third quarter of the year, as detailed above.  Other businesses:  At 30 September 2010, the outstanding balance on the bank loan taken out to finance the investment in Repsol YPF was €5,030 million. Dividends received from Repsol are used to service this debt.

 Structured debt in other businesses mainly relate to financing of environmental projects and concessions at Valoriza.

 Lastly, debt associated with the SyV Group’s holding in Itínere amounts to €261.9 million.

20.6. Dividend policy

SACYR VALLEHERMOSO does not have any set dividend policy. In accordance with article 61.6 of SACYR VALLEHERMOSO’s Bylaws, provided there are sufficient distributable profits and no reasons of corporate interest warranting otherwise, the shareholders are obliged to resolve in general meeting the distribution of a dividend per share in an amount equal to thirty percent (30%) of their par value.

In 2007 the Parent Company paid out a quarterly dividend per share of €0.60.

In 2008 the Company recognised losses, which is why the interim dividends paid against results for the year were charged to voluntary reserves, in accordance with prevailing legislation.

At the Annual General Meeting held on 30 June 2010, the Company’s shareholders ratified the Board’s proposal to allocate all of 2009’s profits to retained earnings. This proposal reflects the advisability of strengthening the Company’s financial position. The Board considers that, given the current economic environment, the option that best serves the corporate interest and the Company’s financial sustainability is to take all of profit to reserves.

There are no other restrictions on dividend distributions by the Company other than those enshrined in prevailing legislation.

Registration Document - Section 20 - Page 38 20.7. Legal and arbitration proceedings

At 30 September 2010, the Group had recognised €78.2 million of provisions (“Other provisions”) corresponding principally to a series of litigation and third-party claims arising in the various business areas. These provisions have been measured based on the best estimates available at the reporting date. There are also proceedings in progress that relate to the original investments made in Europistas and Eiffage. The Company is duly monitoring these cases but does not expect the ultimate outcomes to have a material impact on it.

20.8. Significant change in the issuer’s financial or trading position

There have been no significant changes in the issuer’s financial or trading position since the last reporting date, namely 30 September 2010.

Registration Document - Section 20 - Page 39 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

21. ADDITIONAL INFORMATION

21.1. Share capital

21.1.1. Amount of issued capital

A) Share capital

The share capital of SACYR VALLEHERMOSO at the date of this Registration Document is THREE HUNDRED AND FOUR MILLION, NINE HUNDRED AND SIXTY-SEVEN THOUSAND, THREE HUNDRED AND SEVENTY-ONE EUROS (€304,967,371) all issued and fully paid. The share capital comprises 304,967,371 shares with a par value of one euro (€1) each, all of the same class and series. All shares carry the same rights.

B) Authorised share capital

Shareholders at the Annual General Meeting of SACYR VALLEHERMOSO held on 30 June 2010 empowered the Board of Directors of SACYR VALLEHERMOSO, to the fullest extent required under law, and in accordance with article 297.1.b) of the Spanish Enterprise Act, to increase share capital on any number of occasions at any time within a term of five years from the date of said General Meeting, up to a limit of €152,483,685.55, equivalent to half of the Company’s share capital. Equity issues authorised under this resolution will take the form of the issue of new shares, at a premium to par value or otherwise, in exchange for cash contributions. For each issue, it is up to the Board of Directors to determine whether the new shares to be issued will be ordinary shares, preference shares, non-voting shares, redeemable shares or any other type allowed by law. Moreover, the Board of Directors is authorised to determine, to the extent not specifically provided for, the terms and conditions governing the share issues and the characteristics of the shares, and whether or not to freely re-offer any shares not subscribed in the period(s) earmarked for exercising pre-emptive subscription rights. The Board of Directors may also dictate, in the event of incomplete subscription to the offer, that capital will only be increased by the amount of the shares effectively subscribed and may redraft the articles of the Bylaws dealing with share capital and number of shares issued.

On 10 November 2010, the Board of Directors of Sacyr Vallehermoso, S.A., pursuant to the authorisation granted at the Company’s General Meeting on 30 June 2010, resolved to increase SyV’s share capital by a nominal amount of eighty-nine million, one hundred and eighty-four thousand, eight hundred and forty-five euros (€89,184,845.00) through the issue of 89,184,845 new ordinary shares, each with a par value of one euro, all of the same class and series as the ordinary shares currently outstanding and represented by book-entries, expressly providing all the Company’s shareholders with pre-emptive subscription rights.

If at any time during the term of effectiveness of this power the Company’s shareholders resolve in general meeting to authorise the Board to issue shares to cover the conversion of bonds, warrants or analogous instruments, the maximum amount of any such offer would fall within the maximum issue authorised in the resolution detailed above.

Registration Document - Section 21 - Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail. Also with regard to share issues completed under the scope of this faculty, the Board of Directors is empowered to waive, in part or in full, pre-emptive subscription rights, as provided for in article 505 of the Spanish Enterprise Act.

C) Reconciliation of the number of shares outstanding at the beginning of 2010 and at the prospectus date

The number of SACYR VALLEHERMOSO shares outstanding at the start of 2010 was 304,967,371, the same number that is outstanding at the date of authorising this prospectus for issue.

21.1.2. Shares that do not represent capital

All the Company’s shares represent a portion of its capital.

21.1.3. Number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer

At 30 September 2010¸ the number of shares of SACYR VALLEHERMOSO owned by SACYR VALLEHERMOSO or its subsidiaries was 1,738,882, equivalent to 0.5702% of the share capital of SACYR VALLEHERMOSO. The total nominal value of treasury shares as of the same date was €1,738,882.

At the date of this Registration Document¸ the number of shares of SACYR VALLEHERMOSO owned by this entity or its subsidiaries was 1,738,898, equivalent to 0.5702% of the share capital of SACYR VALLEHERMOSOThe total nominal value of treasury shares as of the same date was €1,738,882.

The following tables include SACYR VALLEHERMOSO Group (i.e., consolidated) information outlining the movements in SACYR VALLEHERMOSO treasury shares between 31 December 2007 and 30 September 2010:

Number of 31/12/20 30/09/20 31/12/2007 31/12/2008 shares 09 10

Opening balance 0 1,459,743 1,738,882 1,738,882

Purchases 2,634,191 325,139 0 0

Sales 1,174,448 46,000 0 0

Closing balance 1,459,743 1,738,882 1,738,882 1,738,882

Average price (€) 31/12/2007 31/12/2008 31/12/2009 30/09//2010 Average purchase 0 0 36.43 12.96 price for the year Average sale price 0 0 24.83 6.97 for the year

Registration Document - Section 21 - Page 2 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

Average purchase price for total 36.43 32.07 32.07 32.07 portfolio

Amount (€, 000) 31/12/2007 31/12/2008 31/12/2009 30/09/2010

Opening balance 0 53,137 55,769 55,769

Acquisitions (at 95,961 4,213 0 0 average cost) Disposals (at 29,160 320 0 0 average cost) Gain / (loss) for accounting -13,664 -1,260 0 0 purposes Closing balance 53,137 55,769 55,769 55,769 (*) (*) Gross carrying amount.

Provisions 31/12/2007 31/12/2008 31/12/2009 30/09/2010 (€, 000) Opening balance 0 47,889 0 0 Additions 349,434 65,529 0 0 Reversals 301,545 113,418 0 0 Closing balance 47,889 0 0 0

Net of provisions 31/12/2007 31/12/2008 31/12/2009 30/09/2010 (€, 000) Opening balance 0 5,248 55,769 55,769 Net closing 5,248 55,769 55,769 55,769 balance

At the General Meeting held on 30 June 2010, the shareholders of SACYR VALLEHERMOSO, S.A. authorised the Company and its subsidiaries to make derivative acquisitions of shares representing the capital of SACYR VALLEHERMOSO S.A. under the terms of article 146 and additional provision one of the Spanish Enterprise Act, subject to the following terms and conditions:

Registration Document - Section 21 - Page 3 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail. - These shares may be acquired either directly by the Company or indirectly through its subsidiaries by purchase, swap or any other lawful transaction for consideration.

- The nominal amount of shares acquired, plus any already held, directly or indirectly, may not exceed the maximum percentage allowed under prevailing law.

- The acquisition price per share shall be at least par value and at most the price quoted on the stock market on the date of acquisition.

- The authorisation is granted for a five-year term.

This authorisation also extends to the acquisition of any shares that may have been delivered directly to the employees and directors or the Company and its subsidiaries or as a consequence of exercising stock options.

This authorisation renders null and void the unused portion of the authorisation given at the General Meeting of 17 June 2009.

21.1.4. The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription

Currently SACYR VALLEHERMOSO has no convertible securities, exchangeable securities or securities with warrants outstanding.

21.1.5. Information about and terms of any acquisition rights and or obligations over authorised but unissued capital or an undertaking to increase the capital

As already noted, on 10 November 2010, the Board of Directors of Sacyr Vallehermoso, S.A. resolved, among other matters and using the authorisation granted at the Company’s General Meeting on 30 June 2010, to increase SyV’s share capital by a nominal amount of eighty-nine million, one hundred and eighty-four thousand, eight hundred and forty- five euros (€89,184,845.00) through the issue of 89,184,845 new ordinary shares, each with a par value of one euro, all of the same class and series as those currently outstanding and represented by book-entries, expressly providing all the Company’s shareholders with pre-emptive subscription rights.

21.1.6. Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate

None of the shares or share units held, directly or indirectly, by SACYR VALLEHERMOSO in the companies that form the consolidation group (section 7 of the Registration Document lists these companies) are under any form of option. Nor does the Company hold any options over the shares or share units of the companies making up its consolidation group which it does not own.

Registration Document - Section 21 - Page 4 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail. 21.1.7. A history of share capital, highlighting information about any changes, for the period covered by the historical financial information

The tables that follow show the shares issued by SACYR VALLEHERMOSO during the last three financial years.

Registration Document - Section 21 - Page 5 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

Figures stated in Before the increase / change in share capital Increase / change in share capital € Year Resulting Number of share Number of Share capital shares Par value Amount capital shares Par value 2007 284,636,213 284,636,213 1 N/A N/A N/A N/A

2008 284,636,213 284,636,213 1 20,331,158 304,967,371 304,967,371 1 (1) 2009 304,967,371 304,967,371 1 N/A N/A N/A N/A

(1) On 24 October 2008, SACYR VALLEHERMOSO increased share capital by €20,331,158 by means of a 1x14 scrip issue charged to unrestricted reserves. This transaction was carried out to compensate shareholders for the loss of purchasing power due to the rise in the consumer price index in 2006 and 2007.

Registration Document - Section 21 - Page 6 It is hereby noted that SACYR VALLERHERMOSO has not reduced capital during the past three fiscal years nor has it modified voting rights in any way.

21.2. Memorandum and Articles of Association

21.2.1. Description of the issuer’s objects and purposes and where they can be found in the memorandum and articles of association

The objects and purposes of SACYR VALLEHERMOSO are set down in article 2 of its Bylaws.

In keeping with the said article, the Company’s object is:

a) The acquisition, refurbishment or construction of urban properties for lease or sale.

b) The purchase and sale of land, building rights and urban development lots, as well as management of zoning, land transformation, development of urban infrastructure, division into lots, subdivision, compensation etc. and, in some cases, subsequent construction of buildings, participating in the whole urban development process through to the construction stage.

c) The administration, conservation, maintenance and, in general, all activities related to the provision of urban facilities and services and the associated land, infrastructure, civil engineering works and other urban facilities provided for by local planning stipulations, either on the Company’s own behalf or for third parties, and the provision of architecture, engineering and urban development services relating to the urban lots or their ownership.

d) The provision and sale of all types of services and supplies relating to communications, IT and power distribution networks, as well as collaboration in the marketing and brokerage of insurance, security services and transport services, either on the Company's own behalf or for third parties.

e) The management and administration of shopping centres, senior citizen homes and centres, hotels and tourist and student accommodation.

f) The contracting, management and execution of all kinds of construction work in its widest sense, both public and private, including roads, water supply projects, railways, port facilities, buildings, environmental projects and in general all activities related with construction.

g) The purchase, administration, management, development, rental, or any other method, as well as the construction, purchase and sale of all types of properties, and consultancy in any of the above activities.

h) The development of all types of engineering and architectural projects, as well as the management, oversight and rendering of advisory services on execution of all types of construction work.

Registration Document - Section 21 – Page 7 i) The acquisition, holding, exploitation, administration and sale of all kinds of securities on the Company's own behalf, except for those activities reserved by law, and specifically by the Spanish Securities Market Act, to other types of entities. j) The management of public water supply, sewer systems and sewage works. k) The management of all types of concessions and administrative permits for projects, services and endeavours awarded to the Company by the central, regional, provincial and local governments, and investment in the capital of companies responsible for such concessions. l) The operation of mines and quarries and the sale of products extracted therefrom. m) The manufacture, purchase, sale, import, export and distribution of equipment, and the installation of construction equipment and materials or other items for use in construction. n) The acquisition, exploitation in any form, sale, transfer and disposal, of all types of intellectual property and patents, and other kinds of industrial property. o) The manufacture and sale of prefabricated and other products related to construction. p) The management of Spanish and foreign subsidiaries and holdings in companies, by means of participation in the governing bodies. The strategic and administrative management of subsidiaries in Spain and abroad, together with consultancy on legal, financial, accounting, labour, budgetary, financial, fiscal, commercial and computer-related issues of these companies.

The Company’s deeds of incorporation can be viewed at its registered business address (Paseo de la Castellana 83-85, Madrid). The Company’s current Bylaws are available for consultation at its registered address and can also be downloaded from the its corporate website: www.gruposyv.com.

21.2.2. Summary of any provisions of the issuer's articles of association, statutes or charter and bylaws with respect to the members of the administrative, management and supervisory bodies

A) Board of Directors

The Company’s Bylaws and Board Regulations stipulate that with the exception of matters reserved to shareholders, the Board of Directors is the Company’s ultimate decision-making body.

The Board of Directors has all the powers needed to govern the Company. However, as a general rule, it delegates the management of ordinary business activities in its steering committees and the management team, concentrating its efforts on its general oversight duties.

It may not delegate powers legally or institutionally reserved to the Board or those necessary for the responsible exercise of its general supervisory role.

To this end, the Board takes direct responsibility for the following duties: (a) approving the Company’s general strategies; (b) appointing, compensating and removing as

Registration Document - Section 21 - Page 8 necessary the members of SyV’s Executive Committee; (c) approving treasury share policy; (d) supervising the monitoring and evaluation of management performance; (e) supervising the identification of the Company’s main risk factors and monitoring of the proper internal control and information systems; (f) supervising disclosure and communication policies vis-à-vis shareholders, the markets and the general public; (g) approving transactions entailing the disposal or acquisition of significant Company assets and large-scale corporate transactions; (h) managing potential conflicts, direct or otherwise, between directors and the Company’s interests, in accordance with articles 226 to 231 of Spain’s Enterprise Act; and, (i) those specifically set down in the Bylaws and Board Regulations.

In exercising its powers to make proposals to the General Meeting, the Board of Directors shall attempt to ensure that external and non-executive directors constitute the majority of members relative to executive directors.

The Board shall also endeavour to include among its external directors holders of significant and stable shareholdings in the Company, or representatives thereof, (proprietary directors) and persons of recognised prestige that are not related to the executive team or significant shareholders (independent directors). If it is in the company’s interests, the Board may also nominate or ratify the appointment of external directors that do not qualify as either proprietary or independent directors.

The Chairman of the Board of Directors shall be appointed from among the directors and will be empowered to call Board meetings, to draft Board meeting agendas and to direct Board deliberations. In addition, when three directors request a meeting, the Chairman is obliged to call one and include their proposals on the agenda.

Directors hold office for a term of five years, and may be re-elected for the same tenure on one or more occasions.

In accordance with article 54.2 of the Bylaws, directors must tender their resignation in the following cases: a) when they reach the age of 65 in the case of executive directors, although they may, where applicable, continue as non-executive directors; b) when they leave the executive posts with which their appointment as director was associated; c) when they are in breach of any of the legally-mandated or Bylaw-stipulated conflicts of duty or interest; d) when they are severely reprimanded by the Audit Committee for breach of any of their duties as director; and e) when their continued presence on the Board jeopardises the interests of the Company or adversely affects its image and reputation or when the reasons for which they were appointed cease to exist (e.g. when proprietary directors sell their interests in the Company).

In performing their duties, directors must act diligently as upstanding businesspeople and are specifically obliged to: (a) dedicate, on an ongoing basis, the time and effort required to address the issues posed by the Company’s management, gathering sufficient information for this task and calling in whatever input and assistance deemed opportune; (b) be adequately informed and prepared for meetings of the Board and the Board committees to which they belong; (c) participate actively in the activities of the Board and its committees and any assigned tasks, ensuring they are duly informed, expressing an opinion and encouraging other members to adopt the position they deem in the Company’s best interest; (d) oppose resolutions that contradict the law, the Bylaws or the Company’s interests and request that their stance be recorded in the meeting minutes when deemed in the Company’s best interest; (e) perform any specific task assigned to them by the Board of Directors that reasonably fall within the scope of their commitment

Registration Document - Section 21 - Page 9 duty; (f) encourage investigation into any potential irregularity in the Company’s management which may have come to their attention; (g) get the persons empowered to call an extraordinary Board meeting to call one or to add any matters of concern to the agenda for the next scheduled meeting.

In keeping with article 50 of the Bylaws, the Board of Directors must meet at least six times a year, and as many times as the Chairman deems necessary to ensure the Company is properly run.

Board resolutions are ratified by straight majority vote by attending members except for those matters subject to higher quorums. In the event of a tie, the Chairman has the casting vote. Any changes to the Board Regulations must obtain the favourable vote of at least two-thirds of the directors present at the meeting in person or by valid proxy.

Directors, in their capacity as members of the Board of Directors, are entitled to compensation from the Company comprising a fixed sum and social benefits (insurance, pension fund, etc.). Compensation is set by the Company’s shareholders in general meeting. This sum, which may not exceed 2.5% of profit for the year attributable to equity holders of the Company as per the Group’s consolidated annual financial statements, is valid until amended by a new shareholder resolution. It is up to the Board of Directors to determine the exact amount to be paid within the abovementioned limit and the breakdown between its various members as a function of their roles on the Board and its various committees. If 2.5% of profit in a given year is less than the sum actually paid out, each director will be obliged to repay his/her share of the surplus.

Directors discharging executive duties at the Company will also be entitled to compensation in this capacity, comprising: (a) a fixed sum, in line with the services provided and duties assumed; (b) a variable payment benchmarked to some indicator of the director’s or Company’s performance; (c) social benefits, encompassing the opportune pension and insurance cover; and (d) termination benefits in the event of dismissal on grounds other than breach of duty by the director.

It is up to the Board of Directors to determine the fixed components of executive pay and how they is calculated, to select the indicators determining performance-related pay (which may in no instance comprise a profit-sharing arrangement) and the social and termination benefits, albeit based on a prior report by the Appointments and Remuneration Committee. Affected directors must abstain from attending and taking part in the corresponding deliberations. The Board shall ensure that compensation is consistent with market conditions and that it factors in the level of responsibility and commitment required of each director.

The compensation so determined must be put before the Company’s shareholders for ratification each year.

Directors may also be paid in Company shares, in stock options or other share-based payment schemes. Share-based payment arrangements must also be approved by the Company’s shareholders in general meeting. The pertinent shareholder resolutions must stipulate the number of shares to be granted, the exercise price of any stock options, the valuation of the shares used as benchmark and duration of any such payment scheme.

The Company has to power to take out civil liability insurance for its directors.

The amount of compensation paid to external and executive directors (the latter in their capacity as Board members only) must be individually itemised in the annual financial

Registration Document - Section 21 - Page 10 statements. The compensation paid to executive directors in their capacity as Company executives shall be disclosed on an aggregate basis, distinguishing between the various components or items.

B) Executive Committee

The Executive Committee comprises the number of directors deemed opportune by the Board of Directors. The ratification of resolutions to appoint directors to the Executive Committee requires the favourable vote of at least two-thirds of the Board’s members. The Chairman of the Board also chairs the Executive Committee. The powers delegated permanently by the Board of Directors in the Executive Committee encompass all the Board’s powers other than those that are reserved to the Board under law, the Company Bylaws or by virtue of the Board Regulations.

The Executive Committee must hold regular meetings, in principle on a monthly basis.

If the Chairman or at least three members of the Executive Committee deem it advisable, the resolutions adopted by the Committee may be submitted to the full Board for ratification. Executive Committee proposals are also referred back to the full Board when the Board has asked the Committee to analyse a specific matter, reserving the right to make the final decision. In all other instances, the resolutions adopted by the Executive Committee are considered valid and binding and do not need to be later ratified by the Board.

The Executive Committee must inform the Board of the matters discussed and the decisions taken at its meetings.

C) Audit Committee and Appointments and Remuneration Committee

The rules governing the Audit Committee and the Appointments and Remuneration Committee are outlined in section 16.3 of this Registration Document.

21.2.3. Description of the rights, preferences and restrictions attaching to each class of the existing shares

All SACYR VALLEHERMOSO shares belong to a single class and series and represent a proportionate claim on the Company’s capital. They all carry the same voting and dividend rights, as stipulated in law and in SACYR VALLEHERMOSO’s Bylaws.

SACYR VALLEHERMOSO’s Bylaws do not attach additional benefits, special privileges, powers or duties to ownership of shares of SACYR VALLEHERMOSO.

Specifically, the Company’s shares grant their owners the following rights:

A) Right to share in profits and dividend rights

The shares entitle their holders to share in the profits of SACYR VALLEHERMOSO. Shareholders’ right to share in the Company’s profits is an abstract right that does not materialise until the Company resolves to distribute dividends. Accordingly, shareholder dividend rights arise only when dividend distributions are approved by the Company.

In accordance with article 61.6 of SACYR VALLEHERMOSO’s Bylaws, provided there are sufficient distributable profits and no reasons of corporate interest warranting

Registration Document - Section 21 - Page 11 otherwise, the shareholders are obliged to resolve in general meeting the distribution of a dividend per share in an amount equal to thirty percent (30%) of their par value.

B) Right to attend and vote at general meetings

All the Company’s shares carry voting rights. Holders of the Company’s shares are entitled to attend and vote at the general meetings of SACYR VALLEHERMOSO and to challenge company resolutions, as provided for in the general regime established in the Spanish Enterprise Act and subject to SACYR VALLEHERMOSO’s Bylaws.

Regarding shareholder rights to attend general shareholders’ meetings, articles 25 and 26 of SACYR VALLEHERMOSO’s Bylaws establish certain restrictions, transcribed below:

“Article 25.- Right of attendance

“Article 26.- Certification of attendance

Any shareholder entitled to attend the general meeting can be represented by another person even if this person is not a shareholder. Proxies must be granted in writing and individually for each shareholder meeting.

C) Right to pre-emptively subscribe to the issue of new shares or bonds convertible into shares

Article 13 of the Bylaws says:

“Article 13. Waiving pre-emptive subscription rights

1. The shareholders in general meeting, or the Board of Directors as duly empowered, resolving to issue new ordinary or preference shares for cash may decide to waive some or all of existing shareholders’ pre-emptive subscription rights in the Company’s best interests in the instances and manner provided for in prevailing legislation.

2. Specifically, the Company’s interest may be used to justify the elimination of pre- emptive subscription rights when so doing is necessary to facilitate: (i) the acquisition by the Company of assets (including shares or shareholdings in

Registration Document - Section 21 - Page 12 companies) considered advisable for pursuit of its corporate object; (ii) the placement of new shares in foreign markets which provide access to financing sources; (iii) fund-raising using placement techniques based on book-building methods designed to maximise the issue price; (iv) an investment by a strategic or technology partner; and (v) in general, execution of any transaction considered in the Company’s interest.

3. Pre-emptive subscription rights will not apply to existing shareholders when shares are issued to cover the conversion of bonds into shares, to absorb another company or part of the assets spun off from another company or when the consideration for the newly issued shares is non-monetary, including when the Company launches a public tender offer for securities and some or all of the consideration offered is in the form of shares to be issued by the Company.”

D) Right to share in any surplus equity in the event of liquidation

The shares entitle their holders to participate in the Company’s equity in the event of liquidation.

Because the shares of SACYR VALLEHERMOSO are in book-entry form, the right to participate in equity in the event of liquidation will be exercised through IBERCLEAR and its participating entities.

E) Right to information

The Company’s shares confer the information rights granted by articles 93.d) and, especially, article 112 of the Spanish Enterprise Act. They are also entitled to the specific rights provided for in the Spanish Enterprise Act with respect to the receipt of detailed information regarding the amendment of by-laws, capital increases and decreases, authorisation of annual financial statements, the issue of convertible or non-convertible bonds, the transformation, merger and spin-off, dissolution and liquidation of the Company and other corporate actions or transactions.

F) Share cancellation provisions

The Company can reduce its share capital by cancelling shares in the manner provided for in the Spanish Enterprise Act and in SACYR VALLEHERMOSO’s Bylaws.

Specifically, article 15 of the Company’s Bylaws stipulates that the shareholders in general meeting may, in accordance with the provisions of the Enterprise Act, resolve to reduce share capital in order to cancel a specific group of shares, so long as the group of shares to be cancelled can be defined as a function of substantive, homogenous and non- discriminatory criteria. In this instance, the proposal must be approved at the General Meeting and by shareholders representing the majority of both the shares to be cancelled and those to remain outstanding. The amount to be paid by SACYR VALLEHERMOSO may not be less than the arithmetic average of the closing list prices of the Company’s shares on the Continuous Stock Market during the month proceeding the date the capital reduction resolution was taken.

Registration Document - Section 21 - Page 13 G) Share exchange provisions

Since all the Company’s shares are ordinary shares, there are no applicable exchange provisions, except those relating to mergers or equivalent transactions, which in any event require prior approval by the Company’s shareholders in general meeting.

21.2.4. Description of what action is necessary to change the rights of holders of the shares

The SACYR VALLEHERMOSO Bylaw stipulated terms and conditions for changing shareholder rights are those laid down in the Spanish Enterprise Act.

21.2.5. Description of the conditions governing the manner in which annual general meetings and extraordinary general meetings of shareholders are called

In keeping with articles 4 et seq. of the Company’s General Meeting Rules and the Spanish Enterprise Act, the Company’s shareholder meeting must be officially called by the Company’s Board of Directors.

The Board of Directors may call a general meeting whenever it is deemed in the Company’s interest but it must call one in the following instances: (a) for the purpose of holding the ordinary annual general meeting; (b) when shareholders representing at least five per cent of share capital so request; and (c) if a public tender offer is presented for the Company’s shares. In the latter instance, the meeting must be called as quickly as possible in order to inform shareholders of the details of the offer and give them the opportunity to coordinate their response.

General meetings must be called by means of a call notice published in the Official Journal of the Register of Companies and in one of the most widely-read newspapers in Spain at least one month prior to the call date, unless the law requires a longer notice period.

The call notice must state the date of first call and list, clearly and concisely, all agenda items. It may also state the date of the meeting at potential second call. A period of at least twenty- four hours must elapse between the first and second call times.

The call notice must be signed by whoever is empowered to certify the Company’s resolutions.

Shareholders representing at least five per cent of the Company’s share capital may request publication of a general meeting call notice addendum to add one or more items to the agenda. If so requesting, the applicant must state the number of shares it represents through ownership or proxy. This right must be exercised by means of certifiable notification at the Company’s registered business address within five days of publication of the meeting call notice.

The addendum must be published at least 15 days before the date scheduled for the meeting; failure to publish the addendum within the legally prescribed term shall render the meeting call null and void.

Shareholders’ meetings attended by all shareholders (‘Universal’ meetings) are governed by the Enterprise Act.

Registration Document - Section 21 - Page 14 21.2.6. Brief description of any provision of the issuer's articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer

There are no provisions in the Company’s Bylaws or internal rules that would have the effect of restricting or limiting the acquisition by third parties of significant interests in SACYR VALLEHERMOSO, including an attendant change of control.

21.2.7. Indication of the articles of association, statutes, charter or bylaws provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed

Neither SACYR VALLEHERMOSO’s Bylaws nor its internal rules stipulate obligations other than those listed in Spanish Royal Decree 1362/2007, of 19 October 2007.

21.2.8. Description of the conditions imposed by the memorandum and articles of association statutes, charter or bylaws governing changes in the capital, where such conditions are more stringent than is required by law

Neither the Company’s Bylaws nor its internal rules stipulate conditions governing changes in the capital that are more stringent than those required in the Spanish Enterprise Act.

Registration Document - Section 21 - Page 15 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

22. MATERIAL CONTRACTS

All material contracts have been entered into in the ordinary course of business of the companies forming part of the SyV Group. These contracts are described in sections 5, 6 and 10 of this Registration Document.

Registration Document - Section 22 - Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

23. THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST

23.1. Expert reports

As indicated in section 6.1.1.2 of this Registration Document, the value of real-estate assets owned by Vallehermoso, División Promoción, S. A. U. and its subsidiaries was appraised on 31 December 2009 by Tasaciones Hipotecarias, S.A. (Atis Real), with registered offices at María de Molina, 54, 28006, Madrid.

As indicated in section 6.1.1.3 of this Registration Document, on 17 March 2010, the value of real-estate assets owned by TESTA Inmuebles en Renta, S. A. and its subsidiaries was subject to appraisal by C.B. Richard Ellis, with registered offices at Pablo Ruiz Picasso s/n Torre Picasso, 28020 Madrid (member of the UK Royal Institution of Chartered Surveyors). The value of land plots owned by TESTA Inmuebles en Renta, S. A. was appraised on 4 March 2010 by Tasaciones Hipotecarias, S. A. (Atis Real), with registered offices at María de Molina, 54, 28006 Madrid.

None of these experts holds a significant interest in Vallehermoso.

23.2. Information sourced from a third party

There is no third party information included in this prospectus, except that extracted from the valuation reports prepared by CB Richard Ellis and Tasaciones Hipotecarias, S.A. (Atis Real), described above, as well the market information set out in section 6.2 of the Registration Document (see that section for information on the authors).

Registration Document- Section 23 – Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A.. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

24. DOCUMENTS ON DISPLAY

Where necessary, the following documents (or copies thereof) may be inspected during the period of validity of this Registration Document, in the places indicated for each document below:

(i) Bylaws of SACYR VALLEHERMOSO. This document can be consulted on the Company’s website and at the Madrid Register of Companies.

(ii) Regulations governing the General Shareholders’ Meeting and the Board of Directors. These documents may be inspected at the CNMV, the Spanish securities market regulator, and on the websites of both the Company and the CNMV.

(iii) Annual corporate governance report for 2009. This document can be inspected at the CNMV and on the websites of both the Company and the CNMV.

(iv) The individual and consolidated annual financial statements, management reports and audit reports of SACYR VALLEHERMOSO for 2007, 2008 and 2009. These documents can be inspected at the CNMV and on the websites of both the Company and the CNMV, as well as through the Madrid Register of Companies.

(v) Individual and consolidated unaudited quarterly financial statements of SACYR VALLEHERMOSO for the nine-month periods ended 30 September 2009 and 2010. These documents can be inspected on the websites of both the Company and the CNMV.

(vi) Valuation report prepared on 31 December 2009 by Tasaciones Hipotecarias, S.A. (Atis Real), with registered offices at María de Molina, 54, 28006, appraising the real-estate assets held by Vallehermoso División Promoción, S.A.U. and its subsidiaries. This document can be inspected at the Company’s registered offices. An extract of this valuation report is also included in SACYR VALLEHERMOSO’S annual report.

(vii) Valuation reports prepared by C.B. Richard Ellis and Tasaciones Hipotecarios, S.A. (Atis Real) on 17 March 2010 and 4 March 2010, appraising the real-estate assets and plots of land, respectively, owned by TESTA Inmuebles en Renta, S. A. and its subsidiaries. These documents can be inspected at the Company’s registered offices, in the 2009 annual report of the Testa Group company, and on the website of Testa Inmuebles en Renta, S.A. (www.testainmo.com), as well as through the link to that page provided on SACYR VALLEHERMOSO’s website (www.gruposyv.com).

Registration Document- Section 24 – Page 1 This is an English translation of the registration document in the Spanish language approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on 7 December 2010 in respect of SACYR VALLEHERMOSO, S.A prepared under the responsibility of SACYR VALLEHERMOSO, S.A. In the event of any discrepancy between the English translation of the registration document and the original registration document in the Spanish language, the latter will prevail.

25. INFORMATION ON HOLDINGS

Please refer to the table of companies forming part of the SyV Group, provided in section 7.2 of this Registration Document. In this table, the name, country of residence, ownership interest and percentage of voting rights are indicated for each company. In addition, information on the assets, liabilities, financial situation, losses or profits of the SyV Group are provided in the SyV Group annual financial statements.

Madrid, 3 December 2010

SACYR VALLEHERMOSO, S. A. P.P.

______Vicente Benedito Francés

Registration Document - Section 25 - Page 1