REGULATIONS OF THE SHAREHOLDERS MEETING OF THE COMPANY CONSTRUCCIONES Y AUXILIAR DE FERROCARRILES, S.A.

(CAF)

PREAMBLE.

Article 512 of Royal Legislative Decree 1/2010, of 2 July, by which the Capital Company Act revised text is passed (the “Capital Company Act”) with general meeting regulations being made compulsory, regulating all matters included therein, with respect to that laid down in the corporate bylaws and the Law.

The objective is to facilitate ordered participation of the Shareholder at the General Meeting, based on their right to information and the constitution, in conjunction with the other partners, of social interest and will.

These Regulations are available for Shareholders and third parties interested in the records relating to the National Committee of the Equity Market and the Company Register of the province of Guipúzkoa, as well as the Company website.

The Board of Directors can propose modifications to this Regulation to the General Meeting when they believe these to be necessary or appropriate, notwithstanding the cases they fall under obligations as a result of any legal provisions.

FIRST TITLE. INTRODUCTION.

ARTICLE 1. PURPOSE

This Regulation regulates the matters of operation of the CONSTRUCCIONES Y AUXILIAR DEFERROCARRILES FERROCARRILES, S.A. (the “Company”) General Shareholders Meeting and the exercising of the rights of the Partners with regard to their calling and holding.

This Regulation, passed in accordance and in accordance with Law and the Company Articles of Association, shall be interpreted jointly and coherently, whereby, with respect to the General Shareholder's Meeting, they establish the Articles of Association and the regulatory provisions which may be applicable.

ARTICLE 2. GENERAL SHAREHOLDERS' MEETING.

The General Shareholders’ Meeting, as the principal governing body of the Company, is the Meeting of partners, which, duly constituted, has the capacity to deliberate and adopt, by an ordinary majority, agreements regarding matters which Law, Articles of Association and the present Regulation have reserved decision over and which are subjected to their approval.

The agreements reached by the General Meeting bind all partners, including absent shareholders and those who have not participated in the meeting.

ARTICLE 3. GENERAL MEETING CLASSES

The General Meeting can either be Ordinary or Extraordinary. Both cases shall be governed by that laid down by Law, the Articles of Association and this Regulation.

After being summoned for this purpose, the Ordinary General Shareholders’ Meeting must be held within the first six months of each financial year to review the company management and, when appropriate, approve the annual accounts and the management report for the previous financial year and the proposal for the allotment of the profits or losses, and it may also adopt a resolution on any other items included on the agenda, and, when applicable, approve the consolidated accounts. The General Meeting shall also deliberate and adopt agreements regarding any other matter, which, included in the capacity of the General Meeting, is included in its Agenda. The attendance quorum figuring in article 10 of this Regulation, relating to matters to be dealt with, shall be required in all cases.

Any other Meeting not foreseen in the previous paragraph shall be deemed to be an Extraordinary Meeting.

ARTICLE 4. CAPACITY OF THE GENERAL MEETING

The General Shareholders’ Meeting shall adopt resolutions on the matters within its competence, pursuant to the law and the Articles of Association, and the General Shareholders’ Meeting is specifically responsible for the following duties:

1. Appointment and separation of Directors, receivers, and, when applicable, accounts auditors, as well as exercising corporate liability actions against any of these.

2. Reviewing the company management and, when applicable, approving the accounts for the previous financial year, and deciding on the allotment of the profits or losses.

3. Increasing or decreasing the share capital, if need be, delegating the right to set the date or dates for carrying it out, in the terms stipulated by law, and such empowered person may make use of such delegation in whole or in part or even refrain from carrying it out bearing in mind the market situation, the Company’s circumstances or any fact or event of special importance that, in the opinion thereof, justifies such a decision, reporting this to the first General Shareholders’ Meeting held after the term granted for carrying it out has expired. Delegating the right to the Board of Directors to increase the share capital in the terms of Article 297.1.l.b) of the Capital Company Act.

4. Issuing debentures.

5. Amendment of the Bylaws.

6. Suppression or limitation of the pre-emptive subscription right.

7. Dissolution, merger, spin-off, overall assignment of assets and liabilities and the transformation of the Company, as well as the transferral of the address abroad.

8. Deciding on any matter submitted thereto by the Board of Directors for a resolution to be adopted. The latter must call a General Shareholder’s Meeting, as soon as possible, to deliberate and decide on the specific resolutions included in this article that are submitted thereto, in the event that relevant facts or circumstances take place that affect the Company, shareholders or company bodies and, in any case, in the event of a

- 2 -

takeover bid being made for the Company that the Board of Directors does not deem to be in the Company's interest.

SECOND TITLE. CALL AND PREPARATION OF THE SHAREHOLDERS’ MEETING

ARTICLE 5. CALLING BODY AND CAUSES FOR A CALL

In order to hold an Ordinary General Meeting the Board of Director’s must be notified of its call within the first six months of each year, with the Board establishing its specific date and time and Agenda.

The Board of Director’s also has the power to call an Extraordinary General Meeting when they find this to be of corporate interest.

The Board of Directors must call an Extraordinary General Meeting when shareholders representing at least five percent of the share capital so request, with the requirements and consequences laid down by Law and the Articles of Association.

ARTICLE 6. CALL PUBLICITY

All ordinary or extraordinary General Meetings must be called by means of a publication in the Official Company Register Gazette, and on the Company’s website, or, if there is no website, in one of the most popular newspapers in the Province of Guipúzcoa, at least one month prior to the set date the Meeting is to be held on. The advertisement shall contain all the matters which shall be dealt with and it may also state the date and time when, if need be, the Meeting must be held at the second summons, and there must be a minimum of 24 hours between each one.

Shareholders that represent at least five percent of the share capital may request that a supplement to the summons of a General Shareholders’ Meeting be published, including one or more items on the agenda. This right must be exercised by means of an irrefutable notice to be received at the corporate seat within five days of the date of publication of the notice.

The supplement to the call must be published with at least fifteen days’ notice prior to the date set for holding the General Shareholders’ Meeting.

Failure to publish the supplement to the summons within the legally stipulated term shall be grounds for the General Shareholders’ Meeting to be rendered null and void.

The summons for the Ordinary General Shareholders’ Meeting shall expressly mention the right of any shareholder to immediately obtain the documents that will be submitted for approval and the auditor’s report from the Company free of charge. When the General Meeting must adopt a resolution on modifying the Articles of Association, the summons announcement must state, with all due clarity, the points that will be modified and the right of any shareholder to examine the full text of the proposed modification and the report related thereto at the registered office, as well as to request that such documents be delivered or sent to the shareholder.

The call advertisement shall be communicated to the National Securities Market Committee as a relevant event by the Company. The call text shall also be published on the Company website.

- 3 -

THIRD TITLE. INFORMATION FOR THE SHAREHOLDER, FROM THE CALL TO THE HOLDING OF THE GENERAL MEETING

ARTICLE 7. AVAILABLE INFORMATION FROM THE CALL DATE.

From the legal publication of the call, any Shareholder shall be able to obtain from the Company, both immediately and free, at their registered address, the advertisement of the call, the annual accounts, the proposal for the application of the result, the management report and the accounts auditors’ report, in the case of an Ordinary General Meeting as well as, in all cases, the test of the supporting reports drawn up by the Board of Director’s relating to the points on the Agenda which are legal formalities.

Also from the legal publication of the call, the documentation referred to in the previous paragraph, as well as the annual corporate governance report, shall be made available for Shareholders on the Company website.

This documentation shall also be submitted to the National Securities Market Committee and governing bodies of the markets the Company is listed in, in accordance with the standards in effect at each moment.

When legally applicable, Shareholders can also request free forwarding of the complete text of the documents made available to them.

ARTICLE 8. INFORMATION RIGHTS

From the publication of the call in the terms figuring in article 6 above, and up until the seventh day before (including this day) the General Meeting, the Shareholders can request, in writing, as many reports or clarifications they may require relating to the Agenda or to the publicly accessible information provided by the Company to the National Securities Commission, since the holding of the immediately preceding meeting. The directors must provide the information by the day the General Shareholders’ Meeting is to be held.

Replies shall be sent to Shareholders in writing, by agreement of the Board of Directors or, when applicable, via power of attorney to this regard by the Board, by any of its members, by the Board Secretary or any other person with such capacity.

While the General Shareholders’ Meeting is being held, the Company’s shareholders may request the information or clarifications they deem appropriate concerning the items included on the agenda verbally and, if it is not possible to fulfil the shareholder’s right at such time, the directors must provide the required information in writing within seven days following the date when the General Shareholders’ Meeting ends.

The Board of Directors must always provide these whenever the request is supported by Shareholders representing at least twenty five percent of the share capital. When a request for information is supported by less then a quarter of the share capital, this request could be denied if the Chairman believes the publication of the requested details could be detrimental to corporate interests.

- 4 -

FOURTH TITLE. HOLDING OF THE GENERAL MEETING.

CHAPTER I.-. ESTABLISHMENT OF THE GENERAL MEETING

ARTICLE 9. MEETING LOCATION AND ATTENDANCE

General Shareholders’ Meetings shall be held in the place where the Company’s registered office is located on the date stated in the summons announcement, but its sessions may be extended for one or more consecutive days, at the proposal of the directors or at the request of a number of shareholders representing a quarter of the share capital present or represented by proxy at the General Shareholders’ Meeting. Whatever the number of sessions in which the General Shareholders’ Meeting is held, it shall be considered a single meeting and a single set of minutes shall be drawn up for all the sessions.

Shareholders who own one hundred or more Company shares may attend the General Shareholders’ Meetings and take part in the deliberations, with the right to say and vote. Those who hold a lower number of shares may group together their shares and be represented by another shareholder with whom they jointly hold a hundred or more shares.

In order to exercise the right to attend the meetings, the shareholders must have recorded their shares in their names in the relevant registry of book entries five days prior to the date when the General Shareholders’ Meeting will be held.

All shareholders with the right to attend can be represented in the General Meeting by another person, even if this person is not a shareholder. In order to do so the requirements laid down by law must be met.

Representation can always be revoked, and represented Shareholder personal attendance to the General Meeting shall always have the effect of a revocation.

Should the Company executive directors, equity holding organisations or, any other physical or legal person request representation for themselves or other and, in general, whenever the request is made public – which shall be assumed to be the case if a single person represents more than three shareholders – the document supporting the power must contain or include attachments of the Agenda, as well as the request and instructions for the exercising of the right to vote and the indication of the line of voting the representative shall take, should no precise instructions be received. On exceptions, the representative may vote differently when circumstances arise that are ignored when the instructions are sent and when the client’s interests are at risk. In such a case, the representative must provide the client with immediate written information, explaining the reasons behind his vote.

In the case of the Company directors or a third party having made a public application for representation by proxy, the director so represented may not exercise the right to vote for the shares represented for those items on the agenda in which there is a conflict of interest and, in any case, with regard to the following decisions: a) Appointment or ratification as a director. b) His replacement, discharge or dismissal from his position as a director. c) c) Corporate liability actions being brought against him.

- 5 -

d) d) The approval or ratification, when applicable, of transactions by the company with the director in question, companies controlled thereby or those he/she represents or people who act on behalf thereof.

The delegation of powers of attorney may also include items that are not included on the agenda in the summons announcement, but are allowed by law to be dealt with at the General Shareholders’ Meeting, and in these cases that stated in the previous paragraph shall also be applicable.

The Chairman of the Board of Director’s, or whoever he specifies, shall assume the representation conferred by the Shareholder who shall have provided the Company with an attendance card with proxy to vote duly signed, but without including the name of the delegate.

Members of the Board of Directors must attend the Shareholders' Meetings. Directors, Managers and Technicians employed and the Company and at participating Companies can also attend. The Chairman of the General Meeting may authorize any other person he deems appropriate to attend a meeting, although the General Meeting has the power to revoke said authorization.

When accessing the premises where the Ordinary General Meeting is being held, the attending Shareholders shall have the “Company’s Annual Report” available, which includes, amongst other documents, the Company’s Annual Accounts.

ARTICLE 10. INCORPORATION QUORUM

The General Shareholders’ Meeting shall be validly held at the first summons when the shareholders attend, present or represented by proxy, holding at least 25% of the subscribed capital with voting rights. At the second summons the General Shareholders’ Meeting shall be validly held whatever the amount of capital attending.

In order to adopt resolutions to issue debentures, an increase or decrease in capital, the suppression or limitation of the pre-emptive subscription right of new shares, the conversion, merger or spin-off of the Company or the global assignment of assets and liabilities and the transferral of the address abroad and, in general, any modification to the company’s Articles of Association, shareholders must be present or be represented by proxy, at the first summons, holding at least 50% of the subscribed capital with voting rights. At the second summons 25% of such capital attending the meeting shall be deemed sufficient. In this case, when shareholders attend representing less than 50% of the subscribed capital with voting rights, the resolutions referred to in this paragraph may only be validly adopted when two- thirds of the capital attending or represented by proxy vote in favour at the General Shareholders’ Meeting.

Notwithstanding the previous provisions, the Shareholders' Meeting will be deemed to be called and will be validly constituted to discuss any matter, provided all the share capital is present and the attendants unanimously accept to hold a Shareholders' Meeting.

ARTICLE 11. GENERAL MEETING TABLE

The General Shareholders’ Meeting shall be chaired by the Chairperson of the Board of Directors and, failing this, by the Vice-Chairpersons, if any. Otherwise, it shall be chaired by the shareholder appointed by the shareholders attending the meeting, as the case may be.

- 6 -

The Secretary of the Board of Directors and, in the absence thereof, the youngest of the directors present, shall act as the Secretary of the General Shareholders’ Meeting.

Should the Chairman or Secretary not be able to attend the General Meeting, the corresponding persons, in accordance with that laid down in the previous paragraphs, shall assume the Chairman and Secretary positions.

ARTICLE 12. LIST OF ATTENDEES

In order to attend the General Meeting, forming part of the meeting’s quorum, Shareholders or their representatives must provide the Shareholder log personnel, at the entrance to the meeting premises, with the appropriate attendance of delegation cards, and, when applicable, the legal representation accreditation documents, giving them the right to be included in the list of attendees. At the Company’s convenience, other technical methods deemed appropriate can be used to record attendance. Regarding personal assistance of a Shareholder who has previously delegated their vote, they shall be provided an attendance card and the delegation shall be revoked, with no effect or value.

The admission of delegations and attendance cards shall close at the time the General Meeting is scheduled to begin. Shareholders submitting cards after the onset of the General Meeting shall not be considered as General Meeting attendees.

Before dealing with the agenda, the Secretary shall draw up an attendance list, in both cases, stating its number, nature or position of proxy of each of them and the number of their own or others’ shares represented. The number of shareholders present or represented by proxy shall be stated at the end of the list, together with the amount of capital they hold, specifying the amount that corresponds to the shareholders with voting rights, if the Company has issued shares without voting rights.

During the General Meeting, any Shareholder with the right to attend can consult the list of attendees without this delaying or postponing the normal holding of the meeting. The Table is not obliged to read the General Meeting the list of attendees, nor is it obliged to provide a copy of this list during the General Meeting itself.

CHAPTER II.-. EXECUTION OF THE GENERAL MEETING.

ARTICLE 13. MEETING ONSET

Once the Table has been established and the list of attendees compiled, and following the greeting and initial procedures, the Chairman shall give the floor to the Secretary who will provide information relating to the attendance quorum. Following this, providing the attendees have no reservations or complaints regarding the details to figure in the minutes, the President shall declare the General Meeting validly established.

ARTICLE 14. INTERVENTION

The Chairman of the Meeting of the person or persons assigned to this regard shall address the attendees to put forward their respective reports regarding the situation of the Company and the points making up the Agenda for the meeting.

The Chairman will then allow the Shareholders to ask any questions or to request information regarding the points on the Agenda. The Chairman shall give the floor, following strict order,

- 7 -

to Shareholders requesting to intervene, having shown their identification details and the number of shares they own, and when applicable, those shares they represent.

The initial time assigned to the Shareholders for each intervention shall be three minutes, notwithstanding the extension power corresponding to the Chairman of the Meeting.

During the time allotted for interventions, Shareholders can request the reports or clarifications they deem appropriate concerning the items on the Agenda.

In the terms laid down by Law, the Chairman shall provide the requested information, notwithstanding that when he finds it appropriate, due to the nature of the consultation, the reply can be entrusted to any member of the Table, or to the expert of manager of the Company they deem appropriate.

Shareholders can raise questions to the Audit Committee, so that said Committee can provide information of the matters relating to them, via any of its members.

Should the requested information not be available at the meeting, it shall be provided for the Shareholders at the Company address within seven days after the General Meeting draws to an end.

Shareholders requiring a record of the entire contents of their intervention must request this specifically and, before starting, submit the Secretary the written text to be collated and subsequently included in the master document.

ARTICLE 15. POWERS OF THE CHAIRMAN

The Chairman directs and governs the execution of the General Assembly, and the realisation of his roles shall include the following powers:

a) To govern the deliberations and control Shareholder interventions in the terms laid down in the previous article.

b) When applicable, to agree on the extension of the initially allotted time slot for Shareholder intervention. c) When applicable, to limit interventions regarding specific points in the Agenda to a maximum of two shareholders in favour of and two disagreeing with the Board’s proposals. d) To moderate Shareholder intervention, with the possibility of asking them questions to clarify queries that have not been included or which have not been adequately explained in the intervention. e) To call order to all intervening Shareholders to ensure that their comments are limited to the matters figuring in the Agenda and that all adequate correction standards are respected for interventions, with no inappropriate, abusive or filibustering remarks or remarks intent on disrupting the normal meeting procedures. To this regard, they can inform intervening parties that their intervention time is coming to an end so that they can adapt their comments appropriately. Also, once the time limit has been reached and they fail to stop speaking the Chairman can end their turn to speak, in accordance with that indicated in the following section g).

- 8 -

f) To declare when a matter has been discussed sufficiently and to proceed to a vote. g) To end turns to speak when the allotted time for each intervention has reached an end, or, when, in spite of warnings having been made in accordance with previous sections d) and e), the Shareholder continues with their unacceptable behaviour. On exercising this power, the Chairman can ask the Shareholder to leave the room if they repeatedly fail to follow orders, and can also take any appropriate measures to ensure the Shareholder leaves the room. The Chairman shall never allow intervention once voting has begun for each agreement proposal. h) To proclaim voting results. i) To resolve queries that may arise during the General Meeting regarding rules established in this Regulation.

ARTICLE 16. ADOPTION OF AGREEMENTS

As a general rule, agreements shall be passed when votes in favour exceed votes against.

In order to adopt agreements to issue debentures, an increase or decrease in capital, the suppression or limitation of the subscription right of new shares, the conversion, merger or spin-off of the Company or the global assignment of assets and liabilities and the transferral of the address abroad and, in general, any modification to the company’s Articles of Association, in favour votes corresponding to two thirds of the shares must be present or be represented at the Meeting, when Shareholders representing at least 50% of the subscribed capital with voting rights attend. Notwithstanding the fact that, based on the Chairman's judgement, alternative systems can be used, voting in the Assembly for proposed agreements shall be made in accordance with the following procedure: a) Voting for agreement proposals relating to matters figuring in the Agenda shall be carried out by means of a negative deduction system. To this regard, votes in favour shall be those corresponding to all the present and represented shares, deducting those votes corresponding to shares whose holders or representatives have voted against, left in blank or abstained. b) Voting for agreement proposals relating to matters not figuring in the Agenda shall be carried out by means of a positive deduction system. To this regard, votes against shall be those corresponding to all the present and represented shares, deducting those votes corresponding to shares whose holders or representatives have voted in favour, left in blank or abstained. Regardless of the system used to determine votes, verification provided by the Meeting Table of a sufficient number of votes in favour to achieve the majority required in each case permits the Chairman to declare the corresponding agreement proposal as passed.

ARTICLE 17. TERMINATION OF THE GENERAL MEETING AND DRAFTING OF THE MEETING'S MINUTES

Following the voting procedure for the agreement proposals, the General Meeting shall be concluded and the Chairman will adjourn the session.

The minutes of the General Meeting can be passed by the attending Shareholders once the meeting has been adjourned, or an agreement can be made that the minutes drafted by the

- 9 -

Secretary shall be approved, within a period of fifteen days after the meeting, by the Chairman and two intervening Shareholders, assigned by the General Meeting at the Chairman’s proposal, one representing the majority and the other representing the minority.

If the General Meeting has been attended by a Notary to draft the minutes of the meeting, the General Meeting minutes shall be notarial and there shall be no need for attendee or scrutineer approval.

When applicable, the Board of Directors shall require Notary attendance, either by their own initiative or at the request of Shareholders of at least one percent of the share capital, and this must be requested at least five days prior to the General Meeting. Notary fees shall be charged to the Company.

Translation of a document originally issued in Spanish, in the event of a discrepancy, the Spanish-language version prevails.

- 10 -