Construcciones y Auxiliar de Ferrocarriles, S.A. and Subsidiaries composing the CAF Group (Consolidated) Consolidated Financial Statements for 2020 and Consolidated Directors’ Report, together with Auditor’s Report Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of consolidated financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group in Spain (see Notes 2 and 28). In the event of a discrepancy, the Spanish- language version prevails. 2020 DIRECTORS' REPORT OF THE CONSOLIDATED GROUP The following English translation is provided by the Company for information purposes only, based on the original and official document in Spanish available on the Company's website ( www.caf.net ). In the event of any discrepancy between the English version and the Spanish original document, the latter will prevail. 1 Index DIRECTORS’ REPORT OF THE CONSOLIDATED GROUP 1. CAF GROUP BUSINESS MODEL AND OUTLOOK ................................................... 3 2. BUSINESS PERFORMANCE AND RESULTS .......................................................... 5 3. RAILWAY SEGMENT ........................................................................................... 7 4. BUS SEGMENT - SOLARIS ................................................................................ 13 5. INVESTMENTS ................................................................................................. 17 6. MAIN RISKS AND UNCERTAINTIES ................................................................. 18 7. STOCK MARKET INFORMATION ....................................................................... 23 8. EVENTS AFTER THE REPORTING PERIOD ......................................................... 24 9. ACQUISITION AND DISPOSAL OF TREASURY SHARES ..................................... 24 10. PAYMENTS TO SUPPLIERS ............................................................................... 24 11. ALTERNATIVE PERFORMANCE MEASURES ....................................................... 24 12. CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENTS ..................... 26 13. ANNUAL CORPORATE GOVERNANCE REPORT……………………………………………..65 CONSOLIDATED FINANCIAL STATEMENS 14. CONSOLIDATED FINANCIAL STATEMENTS 15. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 1 - CAF GROUP BUSINESS MODEL AND OUTLOOK CAF is a multinational group with over 100 years’ experience offering integrated transport systems at the forefront of technology that provide high value-added sustainable mobility for its customers. With multiple activities and plants and a leader in the railway industry, the Group offers its customers one of the widest and most flexible product ranges in the market, from integrated transport systems to rolling stock (railway and bus), components, infrastructure, signalling and services (maintenance, refurbishment and financing). All this value offer is available on the corporate website. • In railway rolling stock, which constitutes its main historical activity, the Group offers a wide range of products that includes, among others, from high-speed trains, to regional and commuter trains (diesel and electric), metros, trams and LRVs or locomotives. • With regard to buses, the Group offers a wide range of zero-emission full-battery and hydrogen fuel cell powered buses that maintained their leadership position in Europe in 2020 (Solaris received the Global e-Mobility Leader award for its contribution to the development of zero-emission transport across the world). Its product range is completed with low-emission buses powered by conventional combustion engines, although their importance in Solaris’ activities is decreasing, a reflection of the market trend. • In order to increase its value offering in sustainable mobility and contribute to decarbonisation, CAF Group is adopting a significant role in hydrogen solutions, such as the following: - Railways: Europe has chosen the consortium led by CAF to develop a hydrogen train prototype - Buses: Solaris has joined the European Clean Hydrogen Alliance The Group provides services to the most diverse customers all over the world: from private or public municipal and regional or national bodies, to other rolling stock manufacturers and private systems operating or maintenance companies, including complex corporate structures in conjunction with entities with a financial profile. With a strong presence in the international market and with particular focus on Europe, the Group has various factories in countries such us Spain, Poland, UK, France, the US, Mexico and Brazil. The Group also has offices and rolling stock fleet maintenance centres in more than 20 countries on the five continents. This information can be found on its corporate website. This close relationship with customers allows the Group to produce more efficiently and provide an excellent range of assistance and maintenance services. The Management Model, personalised attention and ongoing improvement guide the Group to meet its customers’ needs and expectations, and make each delivery into a recommendation for future business; this was evidenced by the more than 200 projects and orders awarded in over 50 countries in recent years, which have translated into a significant backlog and repeat business from our customers. Experience in global sustainable mobility › 200 rolling stock projects > 20,000 buses › 50 markets 2020 was a year marked by the pandemic. It should be noted that rapid execution of the contingency plan, combined with the close relationship with stakeholders, enabled CAF to significantly mitigate the impact of COVID-19 in 2020. The measures adopted by the Group are explained in the non-financial information statement (NFIS). 3 In the next few years, with the reservations concerning the evolution of COVID-19, the Group aims to recover the levels of profitable growth prior to the pandemic and improve its sustainability rating. The main reasons supporting these expectations are as follows: • Perspectives for recovery of the railway and urban mobility transport sectors. These perspectives have been ratified by the UNIFE 2020 World Rail Market Study in the case of railways. • Continuous development of urban e-mobility in which CAF Group is well positioned with its combined offering (railway and bus). • Inherent sustainability of railway transport in general. • Firm commitment of authorities to sustainable mobility, through the impetus of the European Green Deal, as part of the European Restructuring Plan, in which the Group aims to maximise its participation. • CAF Group’s positive rating from, and relationship with, all its stakeholders. • Systematic, recurring application of expense containment programmes, as well as cost and inventory reduction. • Roll-out of the Corporate Management Model as a tool for obtaining synergies and improving Environmental, Sustainability and Governance (ESG) indicators, following the principles and commitments stated in our Sustainability Policy. Lastly, CAF Group aims to extend its offering of solutions and consolidate its position as a benchmark in the most important geographical areas with regard to collective mobility, through actions to make mobility systems across the world more sustainable, effective and safe. These actions will include: • Making progress in integrated digitalisation and cybersecurity for our processes, products and services. • Continuing investments in the technological development of sustainable mobility solutions such as hydrogen, energy accumulation, eco-design, etc. in which the Group is a leader. • Consolidating our value proposal for customers through the commercial and technical development plans of our components, signalling and systems businesses (CAF Signalling, CAF Power & Automation, CAF Turnkey & Engineering, CAF MiiRA and CAF Engineering & Modernizations, among others) in order to diversify our integrated mobility offering. • Consolidating international growth by exploring traditional and alternative markets with significant potential, including, where applicable, taking advantage of joint ventures or alliances. In short, in an increasingly competitive market, the ongoing pursuit of solutions adapted to our customers’ needs that increase their satisfaction is part of the Company’s DNA, and forms part of the culture shared by all the individuals forming part of the CAF Group, thereby providing a balanced response to the needs of its stakeholders. 4 2 - BUSINESS PERFORMANCE AND RESULTS Main indicators (*) Figures in millions of euros 2020 2019 Change (%) Contracts - Backlog 8,807 9,446 -7% Contracts in the year 2,123 4,066 -48% Contracts to Revenue ratio 0.77 1. 57 -51 % Profit and Cash-Flow- Revenue 2, 762 2, 598 6% EBITDA adjusted 201 244 -18% Cash-Flow 90 106 -15% Investment in current assets 52 112 -54 % Investment in P, P & E and R&D+i 49 77 -36% Capital management and liquidity - Net financial debt 311 434 -28% Equity attributable to the Parent 633 733 -14% Available liquidity 1,115 914 22 % Net financial debt to EBITDA adjusted ratio 1.54 1.78 -13% Proposed dividend per share 0. 000 0. 842 -100 % (*) The indicators’ definitions are included in the “Alternative Performance Measures” section. • The comparison of the indicators with respect to 2019 must take into account the changes in the scope of consolidation of the Group; in particular, the inclusion of the Euromaint Group in July 2019. • EBITDA adjusted