Consorzio Stabile S.I.S. S.c.p.A.: Notice of Meeting (ISIN of the Notes: IT0005365728)

Turin (pta023/14.10.2022/17:05 UTC+2)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

CONSORZIO STABILE SIS S.C.P.A.

(incorporated in Italy as a Società Consortile per Azioni)

(the Issuer)

NOTICE OF MEETING (the Meeting) of the holders of those of the outstanding "€100,000,000.00 Senior Secured Fixed Rate Notes due 2024" guaranteed by SACYR Construcción SAU and INC S.p.A. (the Notes)

(ISIN of the Notes: IT0005365728)

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of Condition 14 (Meeting of Noteholders, Noteholders' Representative and Modification) and as regulated in Schedule 3 (Provisions for Meetings of Noteholders) of the Agency Agreement (as defined below), a meeting of the Noteholders convened by the Issuer will be held at the offices of Allen & Overy - Studio Legale Associato, Via Ansperto, 5, 20123 Milan, Italy on 3 November 2022 at 2 p.m. (Italian time) (the Initial Meeting) or, if a quorum is not present, such meeting shall be adjourned on 4 November 2022 at 3.30 p.m. (Italian time) (the New Meeting) at the same place for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an Extraordinary Resolution in accordance with the provisions of Schedule 3 to the agency agreement dated 27 March 2019 (the Agency Agreement) and entered into by and between the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent and the Paying Agent), SACYR Construcción SAU and INC S.p.A. (the Original Guarantors). Unless the context otherwise requires, capitalised terms used in this Notice shall bear the meanings given to them in the terms and conditions of the Notes (the Terms and Conditions of the Notes) or the Agency Agreement.

EXTRAORDINARY RESOLUTION

"THAT this meeting (the Meeting) of the holders of those of the outstanding "€100,000,000.00 Senior Secured Fixed Rate Notes due 2024" guaranteed by SACYR Construcción SAU and INC S.p.A. (the Noteholders and the Notes, respectively) of CONSORZIO STABILE SIS S.C.P.A. (the Issuer), issued pursuant to an agency agreement dated 27 March 2019 (the Agency Agreement) and entered into by and between the Issuer, The Bank of New York Mellon, London Branch (the Fiscal Agent and the Paying Agent) and SACYR Construcción SAU and INC S.p.A. (the Original Guarantors), by an Extraordinary Resolution (having the meaning given to it in Schedule 3 to the Agency Agreement, as amended or supplemented by, or interpreted in accordance with, mandatory provisions of current applicable Italian laws and regulations (including the Italian Civil Code and, to the extent applicable, Italian Legislative Decree No. 58 of 24 February 1998, as amended)),

HEREBY:

1) resolves upon (i) extending the terms of the redemption at the option of the Issuer set out under Condition 8.5 (Redemption at the Option of the Issuer) of the Terms and Conditions of the Notes (the Call Option), in order to allow the same Issuer to early redeem the Notes in full, and (ii) reducing the ten Business Days' notice period set out under the same Condition 8.5 (Redemption at the Option of the Issuer) of the Terms and Conditions of the Notes for the exercise of the Call Option to a five Business Days' period (together, the Amendments to Condition 8.5), and therefore approves to amend Condition 8.5 (Redemption at the Option of the Issuer) of the Terms and Conditions of the Notes as follows (insertions of text are marked between two plus-signs (+example+) and deletions of text are marked between two hash-symbols (#example#)):

"8.5 Redemption at the Option of the Issuer

(a) In the period between the date falling 18 Months after the Issue Date (included) and the Final Maturity Date (included), the Issuer may, at its option, redeem the Notes in part (by a minimum amount of €500,000 and in multiples of €100,000) #but not# +or+ in full, by giving not less than #ten# +five+ Business Days' irrevocable prior notice of redemption, in accordance with Condition 13 (Notices), to the Fiscal Agent and the Noteholders. #The Issuer may not voluntary redeem the Notes if, as a consequence of such redemption, the Prevailing Principal Amount of the Notes held by each Noteholders is lower than €100,000.#

(b) The Notes under the notice referred to in paragraph (a) above shall be redeemed at a price equal to 100% of the Prevailing Principal Amount plus:

(i) outstanding interest accrued on the Notes to the date of redemption (excluded); and

(ii) in case the redemption is made between the date falling 18 Months after the Issue Date (included) and the date falling three years after the Issue Date (excluded), the applicable Make Whole Amount.

(c) Any notice sent pursuant to this Condition 8.5 shall set out (i) the date of redemption of the Notes, (ii) the aggregate principal amount of Notes to be redeemed, and (iii) the aggregate principal amount of each Noteholders' Notes that will remain outstanding following such redemption +(if any)+ #(which cannot be lower than €100,000 for each Noteholders)# and (+i+v) the serial numbers of the Notes to be redeemed, which shall have been drawn in such place as the Issuer may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. All Notes in respect of which any notice of redemption is given under this Condition 8.5 shall be redeemed on the date specified in such notice in accordance with this Condition 8.5";

2) approves the resolution as to the Amendments to Condition 8.5 (the Extraordinary Resolution) described above provided that:

A) on or about the date of the Meeting, the Issuer, shall sign a deed poll (the Deed Poll) in order to amend the Terms and Conditions of the Notes; and

B) all actions, conditions and things required to be taken, fulfilled and/or done (including the obtaining of any necessary consents) to ensure that:

(a) the Issuer may sign the Deed Poll; and

(b) the Deed Poll represents, respectively, valid, legally binding and enforceable obligations of the Issuer,

have been taken, fulfilled and/or done and are in full force and effect;

3) to the extent necessary for the purposes of implementing the Extraordinary Resolution, instructs, empowers and authorises the Noteholders' Representative and the Security Agent to enter into any and all documents, contracts, arrangements which are necessary for the purposes of giving effect to such Extraordinary Resolution;

4) acknowledges that, in the event of (and subject to) the approval by the Meeting of the Amendments to Condition 8.5, the Issuer intends to exercise the Call Option to early redeem in full the Notes, by delivering as soon as practicable after the Meeting the notice for the exercise of the Call Option set out under Condition 8.5 (Redemption at the Option of the Issuer), as modified via the Extraordinary Resolution. As a consequence thereof, upon redemption in full of the Notes, the guarantees over the Notes set out under the Deed of Guarantee and the Terms and Conditions of the Notes, and the security interests securing the Notes set out under the Security Documents and the Terms and Conditions of the Notes, shall be discharged in full. It is hereby then agreed and acknowledged that - in such circumstances - the Issuer, the Original Guarantors and/or the Security Agent (as appropriate) shall take any and all actions necessary and/or advisable for the purposes of discharging such guarantees and/or security interests;

5) further acknowledges that, in the event of (and subject to) the approval by the Meeting of the Amendments to Condition 8.5, upon exercise of the Call Option and on or prior to the date of early redemption in full of the Notes by the Issuer (the Early Redemption Date), the same Issuer intends to enter into contractual arrangements with the Noteholders qualifying as such pursuant to Articles 85 et seq. of the Italian Financial Services Act (for the avoidance of doubts, without any involvement of the Noteholders' Representative) on the Early Redemption Date, in order to recognize them the possibility to obtain – in the period from and including such Early Redemption Date to and including 27 March 2024 – an amount equal to the Additional Remuneration set out under Condition 6.8 (Additional Remuneration), pursuant to the same provisions, and subject to the same events, currently set out under the Terms and Conditions of the Notes; and

6) finally acknowledges and agrees that the provisions of the Extraordinary Resolution shall become effective at the time at which the Extraordinary Resolution is passed and, in event, pursuant to the applicable laws and regulations.

Terms used in the Terms and Conditions of the Notes shall have the same meaning herein except where the context otherwise requires"

(1) Background

The Issuer has invited Noteholders to approve the Extraordinary Resolution as to the Amendments to Condition 8.5 set out above, in order to amend certain provisions of the Terms and Conditions of the Notes for the purposes of extending the Issuer's Call Option in order to allow the same Issuer to early redeem the Notes in full, and reducing the ten Business Days' notice period set out under the same Condition 8.5 (Redemption at the Option of the Issuer) of the Terms and Conditions of the Notes for the exercise of the Call Option to a five Business Days' period, and the early redemption of the Notes in full.

In particular:

A) Condition 8.5 of the Terms and Conditions of the Notes currently specifies the following:

"8.5 Redemption at the Option of the Issuer

(a) In the period between the date falling 18 Months after the Issue Date (included) and the Final Maturity Date (included), the Issuer may, at its option, redeem the Notes in part (by a minimum amount of €500,000 and in multiples of €100,000) but not in full, by giving not less than ten Business Days' irrevocable prior notice of redemption, in accordance with Condition 13 (Notices), to the Fiscal Agent and the Noteholders. The Issuer may not voluntary redeem the Notes if, as a consequence of such redemption, the Prevailing Principal Amount of the Notes held by each Noteholders is lower than €100,000.

(b) The Notes under the notice referred to in paragraph (a) above shall be redeemed at a price equal to 100% of the Prevailing Principal Amount plus:

(i) outstanding interest accrued on the Notes to the date of redemption (excluded); and

(ii) in case the redemption is made between the date falling 18 Months after the Issue Date (included) and the date falling three years after the Issue Date (excluded), the applicable Make Whole Amount.

(c) Any notice sent pursuant to this Condition 8.5 shall set out (i) the date of redemption of the Notes, (ii) the aggregate principal amount of Notes to be redeemed, and (iii) the aggregate principal amount of each Noteholders' Notes that will remain outstanding following such redemption (which cannot be lower than €100,000 for each Noteholders) and (v) the serial numbers of the Notes to be redeemed, which shall have been drawn in such place as the Issuer may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements. All Notes in respect of which any notice of redemption is given under this Condition 8.5 shall be redeemed on the date specified in such notice in accordance with this Condition 8.5";

B) the Issuer has proposed to amend Condition 8.5 as set out above, pursuant to the Amendments to Condition 8.5;

C) in the event of (and subject to) the approval by the Meeting of the Amendments to Condition 8.5, the Issuer has expressly declared that it intends to exercise the Call Option in order to early redeem in full the Notes, by delivering as soon as practicable after the Meeting the notice set out under Condition 8.5 (Redemption at the Option of the Issuer), as modified via the Extraordinary Resolution, for the purposes of the exercise of such Call Option and the early redemption of the Notes. As a consequence thereof, upon redemption in full of the Notes, the guarantees over the Notes set out under the Deed of Guarantee and the Terms and Conditions of the Notes, and the security interests securing the Notes set out under the Security Documents and the Terms and Conditions of the Notes, shall be discharged in full. Therefore - in such circumstances - the Issuer, the Original Guarantors and/or the Security Agent (as appropriate) shall take any and all actions necessary and/or advisable for the purposes of discharging such guarantees and/or security interests;

D) in addition to the foregoing, in the event of (and subject to) the approval by the Meeting of the Amendments to Condition 8.5, upon exercise of the Call Option and on or prior to the Early Redemption Date, the same Issuer has expressly declared that it intends to enter into contractual arrangements with the Noteholders qualifying as such pursuant to Articles 85 et seq. of the Italian Financial Services Act on the Early Redemption Date in order to recognize them the possibility to obtain – in the period from and including the Early Redemption Date to and including 27 March 2024 – an amount equal to the Additional Remuneration set out under Condition 6.8 (Additional Remuneration), pursuant to the same provisions, and subject to the same events, currently set out under the Terms and Conditions of the Notes;

E) in light of the above, the Meeting shall approve the Amendments to Condition 8.5 and consequently resolve upon the Extraordinary Resolution, and acknowledge the Issuer's intentions as set out under paragraphs (C) and (D) above (as well as in the context of the Extraordinary Resolution), in respect of the activities that shall be carried out after the Meeting (in the event of (and subject to) the approval by the Meeting of the Amendments to Condition 8.5); and

F) for the reasons set out above: (a) the approval of the Amendments to Condition 8.5, and (b) the acknowledgement of the Issuer's intentions as set out under paragraphs (C) and (D) above (as well as in the context of the Extraordinary Resolution), in respect of the activities that shall be carried out after the Meeting, are, in the Issuer's view, favourable both for the Noteholders and for the Issuer, as the Issuer will be allowed to early redeem the Notes at favourable conditions and the Noteholders will obtain on the Early Redemption Date an amount determined pursuant to the Terms and Conditions of the Notes, as well as the contractual right to obtain an additional amount equal to the Additional Remuneration pursuant to the same provisions, and subject to the same events, currently set out under the Terms and Conditions of the Notes despite the early redemption. The Issuer, through the Meeting, seeks agreement to that end from the Noteholders via the Extraordinary Resolution.

The nominal amount outstanding of the Notes as at the date of this Notice is €100,000,000.00.

None of the Fiscal Agent, the Paying Agent or Banca Finanziaria Internazionale S.p.A. (breviter, Banca Finint S.p.A.) - as universal successor of "Securitisation Services S.p.A." as a consequence of the incorporation (fusione per incorporazione) of "Securitisation Services S.p.A." into Banca Finint S.p.A. made on 28 October 2020 -, in its capacity as security agent and noteholders' representative in the context of the issue of the Notes (respectively, the Security Agent and the Noteholders' Representative) or any of their directors, officers, employees or affiliates has been involved in the formulation of the Extraordinary Resolution and the Fiscal Agent and Paying Agent and Security Agent and Noteholders' Representative express no opinion and make no representation or warranty, express or implied, as to the merits of the Extraordinary Resolution or on whether Noteholders would be acting in their best interests in approving the Extraordinary Resolution and nothing in this Notice should be construed as a recommendation to Noteholders from the Fiscal Agent or Paying Agent or Security Agent and Noteholders' Representative to vote in favour of, or against, the Extraordinary Resolution. Noteholders who are unsure of the impact of the Extraordinary Resolution should take their own independent financial, and legal and tax advice on the merits and on the consequences of voting in favour of, or against, the Extraordinary Resolution. None of the Fiscal Agent or Paying Agent or Security Agent or any of their directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy, validity, correctness or completeness of any statements made in this Notice (including without limitation, any of the information concerning the Issuer or the factual statements contained in, or the effect or effectiveness of, this Notice) or any other documents referred to in this Notice or any omission therefrom or assumes any responsibility for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information.

(2) Documents Available for Display and/or Collection

Noteholders may, at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to and including the date of the Initial Meeting (or the New Meeting), inspect copies of the following documents at the specified offices of the Paying Agent set out below, and at the offices of Allen & Overy - Studio Legale Associato, Via Ansperto, 5, 20123 Milan, Italy from the time 15 minutes prior to and during the Initial Meeting (or the New Meeting):

- the Note Purchase Agreement dated 27 March 2019;

- the Agency Agreement dated 27 March 2019;

- the Security Agent Appointment Deed dated 27 March 2019;

- the Deed of Guarantee dated 27 March 2019;

- this Notice;

- the Terms and Conditions of the Notes; and

- the current draft of the Deed Poll.

Copies of the voting certificates (referred to below) are available for collection by Noteholders at the specified offices of the Paying Agent.

(3) General

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Initial Meeting (or the New Meeting) which is set out in "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the Initial Meeting (or the New Meeting) or to take steps to be represented at the Initial Meeting (or the New Meeting) as soon as possible.

VOTING AND QUORUM

Noteholders who have submitted and not revoked a voting instruction that is received by the Paying Agent by close of business 48 hours before the date fixed for the relevant Meeting, by which they will have given instructions for the appointment by the Paying Agent of one or more representatives as their Proxy to vote in respect of the Extraordinary Resolution to be proposed at the Initial Meeting (or the New Meeting) need take no further action to be represented at the Meeting.

Noteholders who have not submitted or have submitted and subsequently revoked a voting instruction in respect of the Extraordinary Resolution should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented at the Initial Meeting (or the New Meeting).

The relevant provisions governing the convening and holding of the Meeting are set out in the Schedule 3 (Provisions for Meetings of Noteholders) to the Agency Agreement, a copy of which is available for inspection by the Noteholders as referred to above, as amended or supplemented by, or interpreted in accordance with, mandatory provisions of current applicable Italian laws and regulations (including the Italian Civil Code and, to the extent applicable, Italian Legislative Decree No. 58 of 24 February 1998, as amended (the Italian Financial Services Act)).

Each person (a beneficial owner) who is the owner of a particular principal amount of the Notes through Monte Titoli or a person who is shown in the records of the relevant authorised financial intermediary institution entitled to hold accounts on behalf of its customers with Monte Titoli in accordance with Article 85 and Article 83-quarter of the Italian Financial Services Act, including Euroclear and Clearstream (the Monte Titoli Account Holder) as a holder of the Notes (a Direct Participant), must note that a beneficial owner will only be entitled to attend and vote at the Initial Meeting (or the New Meeting) in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Notes, for the Direct Participant to complete these procedures on its behalf.

Noteholders who wish to attend and vote at the Initial Meeting (or the New Meeting) must take action via the Monte Titoli Account Holder with which their account is held, so that the Paying Agent can establish ownership of the Notes in respect of which they intend to exercise their vote, in accordance with the procedures and deadlines provided for in the Agency Agreement and in compliance with relevant Italian laws and regulations (including the Italian Civil Code and, to the extent applicable, the Italian Financial Services Act). The applicable deadline shall be the close of business 48 hours before the date fixed for the relevant Meeting (which is expected to be 3 November 2022 in the case of the Initial Meeting or, in the case of the New Meeting, 4 November 2022).

1. Eligible Voter means (i) (if the Notes are in definitive form) the holder of the relevant Notes or (if the Notes are represented by a Global Note) the person in whose account with the Monte Titoli Account Holder the interest in the relevant Note is held as resulting from the records of the Monte Titoli Account Holder at the close of business on the Record Date, and who has obtained a Voting Certificate not later than 48 hours before the date fixed for the relevant meeting or any other term pursuant to any mandatory provisions of Italian law applicable from time to time, as set out in this Notice or (ii) a Proxy.

2. Record Date means the seventh Business Day prior to the date fixed for the Initial Meeting, or, where applicable, for the New Meeting or any further Meeting (as the case may be), or any other term pursuant to any mandatory provisions of Italian law applicable from time to time, as set out in this Notice.

3. Voting Certificate means, in relation to any Meeting, a dated certificate in the English language issued in compliance with Article 85 and Article 83-sexies of the Italian Financial Services Act either (A) by the relevant Monte Titoli Account Holder or (B) (if the Notes are in definitive form) by a Paying Agent upon request of the relevant holder of the Note(s) who have deposited such Note(s) with the Paying Agent, and stating the name of (and document of identification to be provided by) the Eligible Voter and in which it is stated that the person identified therein as Eligible Voter is entitled to attend and vote at the Meeting and any other information required in accordance with this Notice. A Noteholder wishing to attend and vote at the Initial Meeting (or the New Meeting) in person must produce at the Initial Meeting (or the New Meeting) either the Note(s) in definitive form or valid voting certificates issued by the Paying Agent relating to such Note(s) in respect of which he or she wishes to vote.

4. Voting Instruction means, in relation to any Meeting, a document in the English language issued by a Paying Agent in respect of the relevant Monte Titoli Account Holder or (if the Notes are in definitive form) the relevant holder of the Note(s):

(a) certifying that the relevant accountholder in the relevant clearing system or (if the Notes are in definitive form) the relevant holder of the Note(s) or a duly authorised person on its behalf has instructed the relevant Paying Agent that the votes attributable to such Notes are to be cast in a particular way on each resolution to be put to the Meeting;

(b) listing the total number and (if in definitive form) the certificate numbers of the Notes, distinguishing for each resolution between those in respect of which instructions have been given to vote for, or against, the resolution; and

(c) authorising the Proxy to vote in respect of the Notes in accordance with such instructions.

5. Proxy means, in relation to any Meeting, a person appointed (and such appointment shall be in accordance with applicable laws) to vote under a Voting Instruction other than:

(a) any such person whose appointment has been revoked and in relation to whom the Paying Agent has been notified in writing of such revocation by the time which is 48 hours before the time fixed for such Meeting; or

(b) any such person appointed to vote at a Meeting which has been adjourned for want of a quorum and who has not been re-appointed, or was not originally appointed, to vote at the Meeting when it is resumed; or

(c) any such person who is, or is appointed by, a Director, Statutory Auditor (sindaco) or employee of the Issuer or any of its Subsidiaries;

6. A Noteholder, not wishing to attend and vote at the Initial Meeting (or the New Meeting), as the case may be, in person may either (i) deliver the relevant Note(s) in definitive form or Voting Certificate(s) (and any power of attorney as may be required by applicable law) to the person whom he wishes to attend on his behalf or (ii) instruct the Paying Agent to issue a voting instruction appointing a Proxy to attend and vote at the Initial Meeting (or the New Meeting) in accordance with his or her instructions (the Voting Instruction), and the procedures and the deadlines provided for in the Agency Agreement and in compliance with relevant Italian laws and regulations (including the Italian Civil Code and, to the extent applicable, the Italian Financial Services Act). The applicable deadline shall be 48 hours before the date fixed for the relevant Meeting (which is expected to be 3 November 2022 in the case of the Initial Meeting or, in the case of the New Meeting, 4 November 2022).

7. For the purposes of the procedure set forth under point 6(ii) above, the relevant Noteholder not wishing to attend and vote at the Initial Meeting (or the New Meeting), as the case may be, in person shall send, or instruct the relevant Monte Titoli Account Holder to send, a voting instruction (a form of which is set out in schedule 1 hereto (the MT Account Holder Voting Instruction)), directly to the Paying Agent via email to: meeting.consorziosis@bnymellon.com. If a Noteholder holds its Notes via a custodian or other direct participant, that Noteholder will need to arrange for such custodian or other direct participant to send the MT Account Holder Voting Instruction on its behalf. The MT Account Holder Voting Instruction must be on letterhead and set out the principal amount of the Notes, the ultimate name and contact details of the beneficial holder of the relevant Notes, the relevant Monte Titoli account number and the relevant Noteholder's vote. The Monte Titoli Account Holder must deliver a MT Account Holder Voting Instruction in respect of the Extraordinary Resolution for receipt by the Paying Agent not later than 48 hours before the date fixed for the relevant Meeting (which is expected to be 3 November 2022 in the case of the Initial Meeting or, in the case of the New Meeting, 4 November 2022).

8. Any relevant Monte Titoli Account Holder or (if the Notes are in definitive form) the relevant holder of the Note(s) may obtain a Voting Certificate from the Monte Titoli Account Holder or require the Paying Agent to issue a Voting Instruction (i) not later than 48 hours before the date fixed for the relevant Meeting or (ii) not later than any different period before the date fixed for the relevant Meeting, which may be set forth under any applicable law by depositing such Note with the Paying Agent (if the Notes are in definitive form) or in accordance with their internal accounting books and procedures and in compliance with Article 85 and Article 83-sexies of the Italian Financial Services Act, where applicable (if the Notes are represented by Global Notes).

9. So long as a Voting Certificate or Voting Instruction is valid, the bearer thereof (in the case of a Voting Certificate) or any Proxy named therein (in the case of a Voting Instruction) shall be deemed to be the holder of the Notes to which it relates for all purposes in connection with the Meeting. A Voting Certificate and a Voting Instruction cannot be outstanding simultaneously in respect of the same Note.

10. Any Voting Certificates and Voting Instructions shall be valid if deposited at the specified office of the Paying Agent or at some other place approved by the Issuer, at least 48 hours before the time fixed for the relevant Meeting or the Chairman decides otherwise before the Meeting proceeds to business.

11. Notwithstanding the above, any Voting Certificates and Voting Instructions shall be valid if notified to the Issuer 48 hours before the date fixed for the relevant Meeting or at any time before the relevant Meeting considered acceptable by the Issuer, Monte Titoli and the Paying Agent.

Quorum and Majority to pass Extraordinary Resolution

A Meeting shall be validly held (in case of Initial Meeting or New Meeting) if there are one or more Eligible Voters present that hold or represent holders of more than 70 per cent. of the aggregate principal amount of the outstanding Notes, provided, however, that Italian law and/or the Issuer's by-laws may from time to time (to the extent permitted under applicable Italian law) require a larger and/or different quorum at any of the above meetings (also depending on the matter to be transacted at such Meeting).

The majority required to pass an Extraordinary Resolution will be (in case of Initial Meeting or New Meeting) one or more Eligible Voters that hold or represent holders of more than 70 per cent. of the aggregate principal amount of the outstanding Notes, provided that in each case Italian law and/or the by-laws of the Issuer may from time to time (to the extent permitted under applicable Italian law) require a larger and/or different majority.

Any Notes then held by the Issuer, the Original Guarantors or any of their respective Affiliates or by any person for their benefit shall be excluded for the purposes of calculating the aggregate principal amount of the outstanding Notes. Any resolution duly passed at any such meeting shall be binding on all the Noteholders, whether or not they are present at the meeting.

Voting

Every question submitted to a Meeting shall be decided:

- by a show of hands;

- in any manner directed by the Chairman; or

- by a poll or

- by correspondence or by electronic means according to the provisions of the Issuer's bylaws.

Every Eligible Voter shall have one vote in respect of each Euro 100,000 in aggregate face amount of the outstanding Note(s) represented or held by him. Unless the terms of any Voting Instruction state otherwise, an Eligible Voter shall not be obliged to exercise all the votes to which he is entitled or to cast all the votes which he exercises in the same way.

Any vote by a Proxy in accordance with the relevant Voting Instruction shall be valid even if such Voting Instruction or any instruction pursuant to which it was given has been amended or revoked, provided that none of the Fiscal Agent or the Issuer or the Chairman has been notified in writing of such amendment or revocation by no later than close of business, 48 hours prior to the time fixed for the relevant Meeting. Unless revoked, any appointment of a Proxy under a Voting Instruction in relation to a Meeting shall remain in force in relation to any resumption of such Meeting following an adjournment, provided however that unless such appointment specifies otherwise, no such appointment of a Proxy in relation to a Meeting originally convened which has been adjourned for want of a quorum shall remain in force in relation to such Meeting when it is resumed. Any person appointed to vote at such a Meeting must be reappointed under a Voting Instruction to vote at the Meeting when it is resumed.

Minutes shall be drawn up by the competent notary public of all resolutions and proceedings at each Meeting. The Chairman shall sign the minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and until the contrary is proved, every such Meeting in respect of whose proceedings minutes have been made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted. The minutes shall be recorded by the Issuer in the book of Noteholders' meetings (libro delle adunanze e delle deliberazioni delle assemblee degli obbligazionisti) and registered at the local companies registry (registro delle imprese) of the Issuer

Notice of results

Notice of the result of every vote on the Extraordinary Resolution(s) shall be given to the Noteholders in accordance with Condition 13 (Notices) and to the Paying Agent (with a copy to the Issuer) within 14 days of the conclusion of the Meeting.

Governing Law

This notice is governed by, and shall be construed in accordance with, Italian law.

This notice is given by:

CONSORZIO STABILE SIS. S.C.P.A. on 14 October 2022

Noteholders should contact the following for further information:

THE COMPANY

Consorzio Stabile SIS S.c.p.A.

Via Invorio 24/A,

10146 Turin

Italy

THE FISCAL AGENT AND PAYING AGENT

The Bank of New York Mellon (acting through its London Branch)

One Canada Square

London E14 5AL

United Kingdom

THE SECURITY AGENT AND NOTEHOLDERS' REPRESENTATIVE

Banca Finanziaria Internazionale S.p.A.

Via V. Alfieri, 1

31015 Conegliano (TV)

Italy

SCHEDULE 1

FORM OF MT ACCOUNT HOLDER VOTING INSTRUCTION

TO BE SENT VIA EMAIL TO: meeting.consorziosis@bnymellon.com

COPIED TO: milan_gcs@bnymellon.com:

Subject: CONSORZIO STABILE SIS S.C.P.A. - MT Account Holder Voting Instruction

[ON LETTERHEAD]

To: The Bank of New York Mellon, London Branch (as Paying Agent)

Email: meeting.consorziosis@bnymellon.com

[place], [date; not later than 48 hours before the date fixed for the relevant Meeting. ]

Dear Sirs, Madams

RE: CONSORZIO STABILE SIS S.C.P.A. - MT ACCOUNT HOLDER VOTING INSTRUCTION

1. We refer to the Notice of Meeting to Noteholders dated 14 October 2022 (the Notice) delivered by Consorzio Stabile SIS S.c.p.A. (the Issuer) and to the Extraordinary Resolution set forth therein. Capitalised terms used in this letter shall have the meanings given to them in the Notice.

2. This MT Account Holder Voting Instruction is issued in connection with the Meeting of the holders of those of the outstanding "€100,000,000.00 Senior Secured Fixed Rate Notes due 2024" guaranteed by SACYR Construcción SAU and INC S.p.A. (the Notes) convened for 2 p.m. (Italian time) on 3 November 2022 at the offices of Allen & Overy - Studio Legale Associato, Via Ansperto, 5, 20123 Milan, Italy and any adjourned Meeting.

3. We are writing to you for the purposes of Article 85 and Article 83-sexies of the Italian Financial Services Act in relation to the Notes and we hereby certify that we are a Monte Titoli Account Holder who has been instructed to deliver this MT Account Holder Voting Instruction to you on behalf of the below Eligible Voter:

4. We hereby certify that we have been directed to inform you of the voting decision of the abovementioned Eligible Voter in respect of the resolution(s) indicated in the Notice to be as follows:

EUR [insert amount] voted [IN FAVOUR/AGAINST] the resolution resolving upon [insert relevant resolution]. [repeat as appropriate for each relevant resolution]

5. [Based on the instructions and mandate we received from the aforementioned Eligible Voter, we hereby [appoint [●]]/[authorize and give mandate to The Bank of New York Mellon (acting through its London Branch) to appoint [●]], as our proxy in respect of the Notes of the principal amount set out in paragraph 3 above and hereby authorise and instruct it to cast the votes attributable to such Notes [IN FAVOUR/AGAINST] the resolution resolving upon [insert relevant resolution]. [repeat as appropriate for each relevant resolution]]

Yours faithfully, ………………………………………

For and on behalf of

[Insert name of Monte Titoli Account Holder]

Name:

Capacity

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