Financials Statements and Directors´Report together with Independent Auditor´s Report (Consolidated Financials Statements and Directors Report 2025 together with Independent Auditor´s Report)

OBRASCÓN HUARTE LAIN, S.A. AND SUBSIDIARIES

Audit Report on

Consolidated Financial Statements issued by an Independent Auditor

OBRASCÓN HUARTE LAIN, S.A. AND SUBSIDIARIES

Consolidated Financial Statements and Consolidated Management Report

for the year ended December 31st, 2025

(Free translation from the original in Spanish)

Ernst & Young, S.L.

C/ Raimundo Fernández Villaverde, 65 28003 Madrid

Tel: 902 365 456

Fax: 915 727 238

ey.com

AUDIT REPORT ON CONSOLIDATED FINANCIAL STATEMENTS ISSUED BY AN INDEPENDENT AUDITOR

Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails (See Note 6)

To the shareholders of OBRASCÓN HUARTE LAIN, S.A.:

Report on the consolidated financial statements

Opinion

We have audited the consolidated financial statements of OBRASCÓN HUARTE LAIN, S.A (the Parent) and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31st, 2025, the consolidated statement of profit or loss, consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement, and the notes thereto, for the year then ended.

In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of consolidated equity and the consolidated financial position of the Group at December 31st, 2025 and of its financial performance and its consolidated cash flows, for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union (IFRS-EU), and other provisions in the regulatory framework applicable in Spain.

Basis for opinion

We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.

We are independent of the Group in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the consolidated financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Domicilio Social: Calle de Raimundo Fernández Villaverde, 65. 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9.364 general, 8.130 de la sección 3a del Libro de Sociedades, folio 68, hoja nº 87.690-1, inscripción 1a. C.I.F. B-78970506.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.

Recognition of revenue from construction contracts

Description As described in Note 2.6.11 to the accompanying consolidated financial statements, revenue is recognised using the percentage of completion method. Under this method, revenue is recognised based on costs incurred relative to total costs to be incurred. This requires measuring the proportion that costs incurred bear to total budgeted costs at the measurement date, and recognising revenue and margins in proportion to the total expected revenue and margins.

The recognition of revenue from these contracts requires Group management to make significant estimates regarding, inter alia, the total costs required to perform the contract or the estimate of the margin considered in forecast revenue and estimated costs to be incurred, as well as the amount of any potential modifications, claims and disputes over the original contract that will finally be accepted by the customer.

Due to the significance of the amounts involved, since this affects a considerable amount of total "Revenue" and the measurement of amounts to be billed for construction work performed, recognised in "Trade and other receivables" amounting to EUR 502,981 thousand at December 31st, 2025, as well as the complexity inherent in these estimates, which require Group management to make judgements in determining the assumptions considered, such that changes in these assumptions could give rise to material differences in the revenue recorded, we determined this to be a key audit matter.

Information on the measurement bases used for these assets and the related disclosures on revenue are provided in Notes 2.6.11, 3.9 and 3.23 to the accompanying consolidated financial statements.

Our

response Regarding this matter, our procedures included, among others, the following:

▶ Understanding the process used by Group management and directors for revenue recognition and evaluating the design and implementation of the relevant controls established in that process.

▶ Selecting a sample of projects of the Group's main components with this type of contract, considering both quantitative and qualitative criteria, for which we obtained the related contracts to read and understand the most relevant clauses and their implications.

▶ Evaluating, for those contracts, the reasonableness of the assumptions used by Group management that affect revenue recognition by holding meetings with technical staff and managers in charge of carrying out projects, and analysing the reasons for any deviations between planned and actual costs and their impact on the estimate of the projects' margins.

▶ Analysing trends in margins relative to changes in selling prices and total budgeted costs.

▶ Evaluating the reasonableness of the estimate of amounts to be billed for construction work performed recognised as revenue at year-end, by verifying the situation of negotiations with customers of the main contracts and reviewing the reasonableness of the documentation supporting the probability of their recovery.

▶ Reviewing the disclosures made in the notes to the financial statements in conformity with the applicable financial reporting framework.

Other information: consolidated management report

Other information refers exclusively to the 2025 consolidated management report, the preparation of which is the responsibility of the Parent company's directors and is not an integral part of the consolidated financial statements.

Our audit opinion on the consolidated financial statements does not cover the consolidated management report. Our responsibility for the consolidated management report, in conformity with prevailing audit regulations in Spain, entails:

1. Checking only that the consolidated non-financial statement and certain information included in the Corporate Governance Report and in the Board Remuneration Report, to which the Audit Law refers, were provided as stipulated by applicable regulations and, if not, disclose this fact.

2. Assessing and reporting on the consistency of the remaining information included in the consolidated management report with the consolidated financial statements, based on the knowledge of the Group obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the consolidated management report are in conformity with applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to disclose this fact.

Based on the work performed, as described above, we have verified that the information referred to in paragraph a) above is provided as stipulated by applicable regulations and that the remaining information contained in the consolidated management report is consistent with that provided in the 2025 consolidated financial statements and its content and presentation are in conformity with applicable regulations.

Responsibilities of the Parent company´s directors and the audit and compliance committee for the consolidated financial statements

The directors of the Parent company are responsible for the preparation of the accompanying consolidated financial statements so that they give a true and fair view of the equity, financial position and results of the Group, in accordance with IFRS-EU, and other provisions in the regulatory framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors of the Parent company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless said directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Parent's Audit and Compliance Committee is responsible for overseeing the Group's financial reporting

process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing audit regulations in Spain will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

▶ Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

▶ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

▶ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

▶ Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

▶ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

▶ Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the audit and compliance committee of the Parent company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit and compliance committee of the Parent company with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threads or safeguards applied.

From the matters communicated with the audit and compliance committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the

matter.

Report on other legal and regulatory requirements

European single electronic format

We have examined the digital files of the European single electronic format (ESEF) of Obrascón Huarte Lain, S.A. and subsidiaries for the 2025 financial year, which include the XHTML file containing the consolidated financial statements for the year, and the XBRL files as labeled by the entity, which will form part of the annual financial report.

The directors of Obrascón Huarte Lain, S.A. are responsible for submitting the annual financial report for the 2025 financial year, in accordance with the formatting and mark-up requirements set out in Delegated Regulation EU 2019/815 of 17 December 2018 of the European Commission (hereinafter referred to as the ESEF Regulation).

Our responsibility consists of examining the digital files prepared by the directors of the Parent company, in accordance with prevailing audit regulations in Spain. These standards require that we plan and perform our audit procedures to obtain reasonable assurance about whether the contents of the consolidated financial statements included in the aforementioned digital files correspond in their entirety to those of the consolidated financial statements that we have audited, and whether the consolidated financial statements and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the ESEF Regulation.

In our opinion, the digital files examined correspond in their entirety to the audited consolidated financial statements, which are presented and have been marked up, in all material respects, in accordance with the ESEF Regulation.

Additional report to the audit and compliance committee

The opinion expressed in this audit report is consistent with the additional report we issued to the audit and compliance committee on March 24th, 2026.

Term of engagement

The Annual General Shareholders' meeting held on June 27th, 2025 appointed us as auditors for the year ended December 31st, 2025.

Previously, we were appointed by resolution of the Annual General Meeting of Shareholders for a period of one year and we have been performing the audit work uninterruptedly since the year ended December 31st, 2021.

ERNST & YOUNG, S.L.

(Registered in the Official Register of Auditors under No. S0530)

(Signed on the original version in Spanish)

José Enrique Quijada Casillas (Registered in the Official Register of Auditors under No. 15310)

March 24th, 2026

OBRASCÓN HUARTE LAIN, S.A. AND SUBSIDIARIES

Consolidated financial statements for the year ended 31 December 2025

Contents

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of financial position as at 31 December 2025… 1

Consolidated statement of profit or loss for the year ended 31 December 2025… 3

Consolidated statement of comprehensive income for the year ended 31 December 2025… 4

Consolidated statement of changes in equity for the year ended 31 December 2025… 5

Consolidated statement of cash flows for the year ended 31 December 2025 6

1. CORPORATE INFORMATION 7

   1. Name and registered address 7

   2. Business sectors 7

   3. Profit/(loss) for year, trend in equity attributable to the parent and changes in cash flows 8

   4. Proposed distribution of profit 9

   5. Earnings per share (EPS) 9

   6. Recapitalisation in 2024 and new share capital increase in 2025 10

2. BASIS OF PREPARATION AND CONSOLIDATION 12

   1. Basis of preparation 12

   2. International Financial Reporting Standard (IFRSs) 12

   3. Functional currency 13

   4. Responsibility for the information and use of estimates 13

   5. Basis of consolidation 14

   6. Significant accounting policies 16

3. NOTES TO THE FINANCIAL STATEMENTS 30

   1. Intangible assets 30

   2. Concession infrastructure 31

   3. Property, plant and equipment 34

   4. Investment properties 36

   5. Goodwill 36

   6. Financial assets 37

   7. Joint arrangements 38

   8. Non-current assets and liabilities classified as held for sale and discontinued operations 40

   9. Trade and other receivables 43

   10. Cash and cash equivalents 45

   11. Share capital 46

   12. Share premium 46

   13. Treasury shares 47

   14. Reserves 47

   15. Valuation adjustments 49

   16. Non-controlling interests 49

   17. Bank borrowings, and issues of notes and other marketable securities 51

   18. Other financial liabilities 55

   19. Provisions 56

   20. Deferred income 57

   21. Other liabilities 57

   22. Tax matters 58

   23. Revenue and expenses 64

   24. Consolidated statement of cash flows 71

4. OTHER DISCLOSURES 73

   1. Segment information 73

   2. Risk management policy 79

   3. Number of employees 90

   4. Related party transactions 91

   5. Backlog 92

      4.6. Contingent assets and liabilities 93

      1. Information on deferred payments to suppliers. 102

      2. Remuneration of directors and key management personnel and conflicts of interest 103

      3. Fees paid to auditors 105

5. EVENTS AFTER THE REPORTING PERIOD 106

6. ADDITIONAL NOTE FOR ENGLISH TRASLATION 106

APPENDIX I List of the most significant companies included in the scope of consolidation as at

31 December 2025… 107

APPENDIX II Identification of the most significant companies composing the consolidated Group

as at 31 December 2025… 109

APPENDIX III Description of changes in the scope of consolidation as at 31 December 2025… 112

Note: the accompanying notes 1 to 5 and the appendices thereto are an integral part of the consolidated statement of financial position as at 31 December 2025.

Obrascón Huarte Lain, S.A. and Subsidiaries - 2025 Consolidated Financial Statements 1

Note: the accompanying notes 1 to 5 and the appendices thereto are an integral part of the consolidated statement of financial position as at 31 December 2025.

Obrascón Huarte Lain, S.A. and Subsidiaries - 2025 Consolidated Financial Statements 2

Consolidated statement of profit or loss for the year ended 31 December 2025 and 31 December 2024

Note: the accompanying notes 1 to 5 and the appendices thereto are an integral part of the consolidated statement of financial position as at 31 December 2025.

Consolidated statement of comprehensive income for the year ended 31 December 2025 and 31 December 2024

Note: the accompanying notes 1 to 5 and the appendices thereto are an integral part of the consolidated statement of financial position as at 31 December 2025.

EUR Thousand

OBRASCÓN HUARTE LAIN, S.A. AND SUBSIDIARIES

Statement of changes in equity for the year ended 31 December 2025 and 31 December 2024

Note: the accompanying notes 1 to 5 and the appendices thereto are an integral part of the consolidated statement of financial position as at 31 December 2025.

Obrascón Huarte Lain, S.A. and Subsidiaries - 2025 Consolidated Financial Statements 5

EUR Thousand

OBRASCÓN HUARTE LAIN, S.A. AND SUBSIDIARIES

Consolidated statement of cash flows for the year ended 31 December 2025 and 31 December 2024

CASH FLOWS FROM DISCONTINUED OPERATIONS

Note: the accompanying notes 1 to 5 and the appendices thereto are an integral part of the consolidated statement of financial position as at 31 December 2025.

Obrascón Huarte Lain, S.A. and Subsidiaries - 2025 Consolidated Financial Statements 6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

1. ‌CORPORATE INFORMATION
   1. ‌Name and registered address

      Obrascón Huarte Lain, S.A., was incorporated on 15 May 1911 as a Spanish public limited company (sociedad anónima), with registered address at Paseo de la Castellana, 259 D Madrid, Spain. Its previous name was Sociedad General de Obras y Construcciones Obrascón, S.A.

      Obrascón Huarte Lain, S.A. (the Parent) and its subsidiaries (OHLA Group) form a consolidated group operating primarily in Spain, the US, Latin America and the rest of Europe.

   2. ‌Business sectors

      The companies comprising OHLA Group conduct business mainly in the following sectors:

      Construction

      All manner of civil engineering and building construction works for public and private customers in Spain and abroad.

      Industrial

      Industrial engineering, particularly complete industrial plants and systems, including the design, construction, maintenance and operation thereof, and any other activity related to oil and gas, renewable energy, mining and cement, solids engineering and fire-fighting systems.

      Services (discontinued operation)

      Cleaning, maintenance and urban, and waste management services in buildings, homes, offices, urban green areas and road networks, and social and health services (see Note 3.8).

      Other

      The Group engages in other minor activities, which at the reporting date are not disclosed separately since they do not represent a significant portion of total revenue. These include: Development, relating to the development and operation of premium or luxury mixed-use hotels, and Concession Development, entailing the construction, execution, operation and conservation of all types of infrastructure and works. It also includes all Corporate activities (expenses and adjustments).

   3. ‌Profit/(loss) for year, trend in equity attributable to the parent and changes in cash flows

      Profit/(loss) for the year

      Consolidated profit attributable to equity holders of the parent for the year ended 31 December 2025 amounted to EUR 1,709 thousand.

      Item	EUR thousand 2025	2024
      Revenue	3,455,143	3,651,866
      EBITDA(*)	194,041	142,143
      EBIT	128,016	73,958
      Financial profit/(loss) and other profit/(loss)	(77,371)	(72,365)
      Profit/(loss) before tax	50,645	1,593
      Income tax expense	(38,809)	(46,373)
      Profit/(loss) for the year from continuing operations	11,836	(44,780)
      Profit/(loss) for the year from discontinued operations	(42)	(3,002)
      Consolidated profit/(loss) for the year	11,794	(47,782)
      Non-controlling interests	(10,085)	(2,136)
      Profit/(loss) for the year attributable to equity holders of the parent	1,709	(49,918)

      (*) EBITDA is calculated as operating profit/(loss) plus amortisation and depreciation, and changes in provisions.

      Trend in equity attributable to equity holders of the parent

      Set out below are the changes in equity attributable to equity holders of the parent in 2025 and 2024:

      Item	EUR thousand
      Balance at 31 December 2023	494,106
      Loss for 2024 attributable to equity holders of the parent	(49,918)
      Capital increase without rights	70,000
      Translation differences	14,227
      Other changes	(2,178)
      Balance at 31 December 2024	526,237
      Profit for 2025 attributable to equity holders of the parent	1,709
      Capital increases	130,000
      Translation differences	(44,449)
      Other changes	(2,482)
      Balance at 31 December 2025	611,015

      Changes in cash flows

      The following table presents changes in cash flows in 2025 compared to the previous year by operating, investing and financing activities:

      EUR thousand

      Cash flows	Year ended	Year ended
      	31/12/2025	31/12/2024	Difference
      Operating activities	41,175	186,204	(145,029)
      Investing activities	(65,605)	15,526	(81,131)
      Financing activities	21,485	(128,568)	150,053
      Effect of foreign exchange differences on cash and cash equivalents	(31,992)	11,257	(43,249)
      Net increase/(decrease) in cash and cash equivalents	(34,937)	84,419	(119,356)
      Cash and cash equivalents at 1 January	681,059	596,640	84,419
      Cash and cash equivalents at 31 December	646,122	681,059	(34,937)

   4. ‌Proposed distribution of profit

      The distribution of profit for the year proposed by the directors of the Parent, Obrascón Huarte Lain,

      S.A. to be submitted for approval by shareholders at the General Meeting is as follows:

      EUR thousand

      2025 profit	65,804
      Distribution: To the legal reserve	6,580
      To the offset of prior years' losses	59,224

   5. ‌Earnings per share (EPS)

      Basic earnings per share

      Basic earnings per share (EPS) amounts are calculated by dividing the consolidated profit/(loss) for the year attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding during the year, excluding the average number of treasury shares held in the year.

      Diluted EPS

      Diluted EPS is calculated similarly to basic EPS, except the weighted average number of shares outstanding is increased by share options, warrants and convertible debt.

      There were no differences between the basic earnings per share and diluted earnings per share at 31 December 2025 and 2024.

      EUR thousand

      Item	31/12/2025	31/12/2024
      Weighted average number of shares outstanding	1,291,684,870	613,552,109
      Consolidated profit/(loss) for the year attributable to equity holders of the parent	1,709	(49,918)
      Basic earnings/(loss) per share = Diluted earnings/(loss) per share	0.00	(0.08)
      Loss after tax for the year from discontinued operations	(42)	(3,002)

      Basic earnings/(loss) per share = Diluted earnings/(loss) per share from

      (0.00) (0.00)

      discontinued operations

   6. ‌Recapitalisation in 2024 and new share capital increase in 2025

      The Recapitalisation begun in 2024 was completed and became effective on 13 February 2025. It marked a major financial restructuring for the Company, with the following key components:

      1. Capital increases: Two share capital increases were carried out for a combined EUR 150 million.

         1. A EUR 70 million capital increase without pre-emptive subscription rights ('Private placement') carried out in 2024.

         2. A EUR 80 million capital increase with pre-emptive subscription rights ('Rights Issue')

            for existing shareholders, carried out on 4 February 2025.

      2. EUR 100 million of cash collateral securing the multi-product syndicated financing (MSF) facility and bilateral bonding lines.

      3. Proceeds from disposals, as follows:

         • EUR 37.4 million from the sale of Centre Hospitalier de L'Université de Montréal.

         • EUR 1.6 million from the sale of Whitehall Holdings S.à r.l.

      4. Amendments to the terms and conditions of the Notes after the consent solicitation process, with approval by more than 90% of Noteholders:

         • Extension of maturity to 31 December 2029.

         • Review of PIK interest: 4.65% to January 2027, 6.15% from January 2027, and 8.95% from January 2028. Effective interest rate maintained at 5.1%.

         • Premium for voluntary early redemption if carried out with 18 months from the effective date.

         • Greater financial flexibility through adjustments to other clauses.

      5. Payments and capitalisation of amounts under the Notes:

         • Cash interest payable under the Notes for the interest period ended 15 September 2024 (exclusive), together with late payment interest accrued on that coupon to the effective date (exclusive) for EUR 11.4 million.

         • Early redemption of Notes for EUR 139.0 million.

         • Increase in the outstanding principal amount under the Notes as a result of the capitalisation of the cash interest and PIK interest accrued from 15 September 2024 (inclusive) to the present date (exclusive) for EUR 19.7 million.

         • Increase in the outstanding principal amount under the Notes as a result of the capitalisation of the OID Fee for EUR 6.6 million. This increase is an amount equal to the difference between the principal amount in the preceding paragraph and the result of multiplying that amount by 100/98, and will be distributed among OHLA Noteholders pro rata as a fee ("OID fee").

         As a result, the outstanding principle under the Notes after the above actions stood at EUR

         327.7 million.

      6. Payment of voting fees to Noteholders for EUR 2.2 million in relation to the Consent Solicitation and in accordance with the terms of the Lock-Up Agreement.

      7. Repayment and cancellation of the EUR 40 million bridging loan granted by CaixaBank and Banco Santander, and guaranteed by ICO.

      8. Amendments in guarantee facilities:

         • Extension of the maturity of guarantee facilities for 12 months, with possibility of two subsequent automatic 12-month extensions subject to certain conditions.

           In addition, on 2 February 2026, an extension of the MSF and CESCE II facilities agreements was signed, with a new maturity set for 13 February 2027.

         • Additional obligations, such as maintenance of a minimum balance in a centralised treasury account available at the end of each calendar quarter. On failure to comply with this requirement and to remedy this breach within three months, restrictions will be imposed on the availability of the MSF, CESCE and new CESCE guarantee facilities agreements. This non-compliance would not trigger default of any abovementioned agreements.

           As at 31 December 2025, the Group had met the minimum balance of EUR 100 million stipulated for that date.

         • Restrictions to non-operating and uncommitted capex for non-compliance with conditions.

      9. New CESCE guarantee facility.

      • New guarantee line signed on 6 March 2025 for up to EUR 260 million, with minimum coverage of 50% by CESCE.

      • Original maturity of 12 months, with possibility of two additional 12-month extensions subject to satisfaction of the same conditions as for existing guarantee facilities.

        On 2 February 2026, an extension of the CESCE III facility agreement was signed, with a new maturity set for 13 February 2027.

      • Gradual drawdowns: the first EUR 210 million will be activated as existing collateral is released under the MSF guarantee facilities, in the same proportion; the remaining EUR 50 million are subject to additional terms and conditions.

      In addition to these transactions, in compliance with the agreed-upon commitments between OHLA Group, reference shareholders and financial creditors (Noteholders and financial institutions), in May 2025, OHLA successfully completed a new EUR 50 million share capital increase with preemptive subscription rights (see Note 3.11), which was oversubscribed.

      This was carried out under the framework of the judgment handed down on 21 March 2025 by the Paris Court of Appeals dismissing the request to block the performance guarantees and advance payment guarantees provided by the Joint Venture formed by the Parent and Rizzani de Eccher in favour of Kuwait under the Jamal Abdul Nasser Street contract. As a result, the interim measures were lifted and the guarantees enforced, resulting in a cash outflow of EUR 39.4 million for the Group (see Note 4.6.2.2). To mitigate this impact and reinforce the Group's liquidity position, on 27 March the Board of Directors agreed to carry out that share capital increase.

2. ‌BASIS OF PREPARATION AND CONSOLIDATION
   1. ‌Basis of preparation

      OHLA Group's consolidated financial statements for the year ended 31 December 2025 were:

      • Authorised for issue by the Parent's directors at the meeting of the Board of Directors held

        on 23 March 2026.

      • Prepared in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the European Union.

      • Prepared applying all mandatory accounting policies and measurement bases with a significant impact on the consolidated financial statements. The significant accounting policies and measurement bases applied in the preparation of the Group's consolidated 2025 financial statements are summarised in Note 2.6.

      • Prepared so that they give a true and fair view of the Group's consolidated equity and consolidated financial position as at 31 December 2025, and the results of its operations, the consolidated recognised income and expense, the changes in consolidated equity and the consolidated cash flows in 2025.

      • Prepared on the basis of the accounting records kept by the Parent and by the other Group companies.

      However, since the accounting policies and measurement bases used in preparing the Group's 2025 consolidated financial statements differ in some cases from those used by certain Group entities (local GAAP), the required uniformity adjustments to the policies and methods used and reclassifications were made on consolidation to make them compliant with International Financial Reporting Standards (IFRSs).

      The Group's 2024 consolidated financial statements were approved by the Parent's shareholders at

      the Annual General Meeting held on 27 June 2025.

      The Group's consolidated financial statements and the financial statements of the Parent and Group companies for 2025 have not yet been approved by the shareholders at their respective General Meetings. However, the Parent's Board of Directors considers that they will be approved without any changes.

   2. ‌International Financial Reporting Standard (IFRSs)

      1. Standards and interpretations approved by the European Union and applied for the first time in the current reporting period

         The accounting standards used to prepare the accompanying consolidated financial statements are the same as those used to prepare the consolidated financial statements for the year ended 31 December 2024, as none of the standards, interpretations or amendments that are effective for the first time in the current period has had any impact on the Group's accounting policies.

      2. Standards and interpretations issued by the IASB, but not yet effective in the current period

         The Group intends to apply the new standards, interpretations and amendments issued by the International Accounting Standards Board (IASB) whose application is not mandatory in the European Union when they become effective, to the extent applicable to the Group. Although the Group is currently in the process of analysing their impact, based on the analysis performed to date it estimates that their first-time application will not have a significant impact on its consolidated financial statements.

   3. ‌Functional currency

      These consolidated financial statements are presented in euros (EUR), as this is the currency of the primary economic area in which the Group operates. However, a significant part of the Group's business is carried out in geographies with a functional currency that is not the euro. Foreign operations are accounted for in accordance with the policies described in Note 2.6.8.

   4. ‌Responsibility for the information and use of estimates

      The information in these consolidated financial statements is the responsibility of the directors of the Parent.

      The preparation of the 2025 consolidated financial statements required key management personnel of the Parent and consolidated companies to make estimates, which are subsequently ratified by their directors, that affect the reported amounts of certain assets, liabilities, revenues and expenses. These estimates relate basically to:

      • Assessment of possible impairment losses on certain assets (see Notes 2.6.5, 2.6.6, 3.1, 3.2, 3.3 and 3.5).

      • The useful life of intangible assets and property, plant, and equipment (see Notes 2.6.1 and 2.6.3).

      • The recognition of construction contract revenue and contract costs (see Notes 2.6.11, 3.9 and 3.23).

      • The amount of certain provisions (see Notes 2.6.10 and 3.19).

      • The fair value of assets acquired in business combinations and goodwill (see Note 3.5).

      • The fair value of financial liabilities (see Note 3.17).

      • The fair value of certain unquoted assets.

      • The fair value of assets and liabilities classified as held for sale (see Note 3.8).

      • The assessment of potential contingencies for employment, tax and legal risks (see Notes 3.22 and 4.6.2.2).

      • Financial risk management (see Note 4.2).

      Although these estimates were made on the basis of the best information available at the reporting date regarding the facts analysed, future events could make it necessary to revise these estimates after 31 December 2025. Any changes in accounting estimates would be applied prospectively in accordance with IAS 8, with the effects of the change in accounting estimates recognised in the consolidated statement of profit or loss of the periods affected.

      1. Comparative information

         As required by IAS 1, the information relating to 2024 is presented for comparative purposes with the information for 2025 and, accordingly, does not constitute the Company's complete 2024 consolidated financial statements.

   5. ‌Basis of consolidation

      Subsidiaries

      The Group considers as subsidiaries entities over which the Parent has control; i.e. when the Parent is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

      In accordance with IFRS 10 Consolidated Financial Statements, the Parent controls an investee if and only if it has all the following:

      • power over the investee;

      • exposure, or rights, to variable returns from its involvement with the investee; and

      • the ability to use its power over the investee to affect the amount of its returns.

      The financial statements of subsidiaries are fully consolidated with those of the Parent. Any non-controlling interests are recognised under "Non-controlling interests" in the consolidated statement of financial position and the consolidated statement of profit or loss.

      The profit or loss on intragroup transactions is eliminated and deferred until it is realised vis-à-vis non-Group third parties, except for profit or loss relating to construction work performed for concession operators which, in accordance with IFRIC 12, is identified as profit or loss on transactions with non-Group companies and, accordingly, recognised by reference to the stage of completion.

      Joint operations

      A joint operation is a contractual arrangement whereby two or more entities that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement.

      The financial statements of the joint operations are proportionately consolidated (see Note 3.7.2). The assets and liabilities assigned to joint operations are presented in the consolidated statement

      of financial position classified based on their nature. Similarly, the Group's share of the revenues

      and expenses of joint operations is recognised in the consolidated statement of profit or loss based on the nature of the related items.

      Joint ventures

      A joint venture is a joint arrangement whereby two or more entities that have joint control of the arrangement do not have rights to the assets or obligations for the liabilities but have rights to the net assets of the arrangement.

      Interests in joint ventures are accounted for in the consolidated financial statements using the equity method.

      Associates

      Associates are entities over which the Parent does not have control or joint control with other parties, but has significant influence.

      Interests in associates are accounted for in the consolidated financial statements using the equity method.

      Scope of consolidation

      Appendix I lists the most significant companies included in the scope of consolidation as at 31 December 2025.

      Appendix II lists the activities, registered offices and percentages of ownership interest in the most significant companies included in the consolidated Group.

      Changes in the scope of consolidation

      Changes in the scope of consolidation in the year ended 31 December 2025 are described in Appendix III.

      Inclusions No. of

      companies

      Full consolidation 6

      Equity method 1

      Total inclusions 7

      Exclusions No. of

      companies

      Full consolidation 6

      Equity method 2

      Total exclusions 8

      Among inclusions:

      • In July 2025, concession operator Elovías, S.A. was incorporated in Brazil. It is 33.33%-owned by OHLA Concesiones, S.L.U., with the remaining 66.67% held equally by two other partners. It is engaged in the recovery, operation, maintenance, conservation, upgrade and expansion of the BR-040/MG/RJ and BR-495/RJ highways. It is accounted for using the equity method.

      • OHLA Central Inc., incorporated in Illinois, USA, in January 2025, and 100%-owned by OHLA USA, Inc., to bid on civil engineering tenders in that state on equal footing with local companies.

        The most significant exclusions from the scope of consolidation:

      • In July 2025, OHL Desarrollos, S.A.U. sold its 50% stake in concession operator Alse Park,

      S.L. The transaction price was set at EUR 2,000 thousand, including the value allocated to the shares. The loss on the disposal was EUR 374 thousand.

   6. ‌Significant accounting policies

      The accounting policies, and measurement bases, used by the Group in preparing the 2025 consolidated financial statements are disclosed below.

      1. Intangible asset model

         Intangible assets are recognised initially at the purchase price or cost of production.

         They are subsequently carried at purchase price or cost of production less any accumulated amortisation and accumulated impairment losses.

         This item includes costs arising from the installation and acquisition of computer software, which is amortised on a straight-line basis over a maximum period of five years.

         Also included is development expenditure, which is capitalised if it meets the requirements of identifiability, if the cost can be measured reliably and it is highly probable that the asset will generate economic benefits. This expenditure is amortised on a straight-line basis over the useful life of the asset.

         Expenditure on research is recognised as an expense when it is incurred.

         In accordance with IFRS 3, all assets of a business combination, including intangible assets, whether or not the acquiree has recognised them in its statement of financial position, are measured at fair value, provided that they meet certain identifiability and separability criteria. In this regard, this line item includes the amount of the acquirees' backlog and customer portfolio measured at their acquisition-date fair values by reference to the projected contract margins after taxes, projected contract costs and the contractual period. The amount of the backlog is amortised over the remaining contractual period and the amount of the customer portfolio over the estimated average useful life.

         At the end of each reporting period the goodwill allocated to the customer portfolio of US companies is tested for impairment using cash flow projections, discounted in 2025 and 2024 at a rate of 9%.

      2. Concession infrastructure

         Concession infrastructure includes investments by Group companies that are infrastructure concession operators. These investments are accounted for in accordance with IFRIC 12 Service Concession Arrangements.

         IFRIC 12 relates to the recognition of arrangements with private sector operators that involve providing infrastructure assets and services to the public sector. According to this interpretation, infrastructure items in concession arrangements must not be recognised as property, plant and equipment of the operator, but the assets must be classified as intangible assets or financial assets.

         1. Concession infrastructure classified as an intangible asset

            An intangible asset is recognised when the operator provides construction or upgrade services and receives a right to operate the infrastructure for a specified period of time after the construction has been completed. During this period, the operator's future cash flows are not specified, as they are contingent on the extent to which the asset is used and therefore may vary. In these cases, the concession operator assumes the demand risk.

            The intangible asset is measured at the fair value of the service provided, which is equal to total payments made for construction, including studies and projects, expropriations, project execution, management and administration expenses, installations and building, and other similar costs, and the share of other indirectly attributable costs to the extent that they related to the construction period.

            Payments made to the grantor as fees for acquiring the right to operate the concession are also capitalised.

            Borrowing costs unrelated to the infrastructure are recognised in profit and loss, while those incurred during the construction phase and until the entry into service of the concession are capitalised.

            The concession infrastructure recognised as an intangible asset is amortised on the basis of the pattern of consumption of the concession assets over a period no greater than the term of the concession.

            Upgrades that extend the useful life or the economic capacity of the asset are capitalised as an increase in the carrying amount of the asset in projects and treated subsequently the same as the initial investment. However, if, based on the terms of the arrangement, the costs will not be offset by an increase in revenue, a provision is recognised for an amount equal to the present value of the expected cash outflows, along with an increase in the carrying amount of the asset.

            Futures investments that the Group is contractually obliged to make related to dismantling, closing and the environmental restoration of certain plants are treated as initial investments. The Group recognises an asset and an initial provision for an amount equal to the present value of the future investment.

            Contractual obligations regarding replacement and major repairs to maintain infrastructure at a specified service capacity must be recognised and measured in accordance with IAS 37. A provision

            must be recognised systematically over the period during which the obligations accrue and based on the use of the infrastructure. The full amount of the provision must be recognised in the period in which the replacement must be made. This provision is included under "Non-current provisions" under liabilities in the consolidated statement of financial position and discounting is used.

            Government grants awarded to finance infrastructure are recognised under other non-current financial liabilities until the conditions attaching to them have been fulfilled. At that time, they are accounted for as a reduction in the cost of the infrastructure.

         2. Concession infrastructure classified as a financial asset

            This item includes investments made under concession arrangements in which there is an unconditional contractual right to receive cash or another financial asset, either because the grantor guarantees to pay the operator specified or determinable amounts, or the shortfall, if any, between the amounts received from users of the public service and the specified or determinable amounts. Therefore, these are concession arrangements in which the grantor assumes the demand risk.

            The amount due from the grantor is recognised as a financial asset - receivable - in the consolidated statement of financial position at the value of the construction, operation and/or maintenance services provided and the interest implicit in this type of arrangement.

            The financial asset is recognised initially at the fair value of the infrastructure and subsequently measured at amortised cost, calculated based of the best estimates of the cash flows to be received over the term of the concession. Accrued interest, calculated using the effective interest rate method, on the expected cash inflows and outflows of the concession is recognised as revenue since it is considered that these cash flows relate to the operator's ordinary activities.

            The value of the financial asset increases each period, mainly for the construction, upgrade and maintenance services, and the interest on the consideration for the construction services provided, with the increase recognised in sales. Net amounts received from the grantor reduce the value of the financial asset, with the amount recognised in cash.

            All actions taken in relation to the concession infrastructure, such as maintenance, replacements and major repairs, and those required to hand back the infrastructure to the grantor give rise to the recognition of revenue from the rendering of services in the consolidated statement of profit or loss and an increase in the value of the financial asset. Costs for the operator to carry out these actions are recognised in profit or loss as incurred.

      3. Property, plant and equipment

         Property, plant and equipment are stated at cost (revalued, where appropriate, in accordance with applicable legislation prior to the date of transition to IFRSs, including Royal Decree-Law 7/1996), net of accumulated depreciation and accumulated impairment losses, if any.

         Costs incurred to enlarge, upgrade or improve property, plant and equipment which increase productivity, capacity or extend the useful life of the asset are capitalised as an increase in the asset.

         Expenses for repairs that do not extend the useful life of the assets, as well as maintenance expenses, are recognised in profit or loss in the year incurred.

         The Group capitalises interest during the construction phase of its property, plant and equipment as described in Note 2.6.13.

         Self-constructed property, plant and equipment are recognised at the accumulated cost, calculated by adding external costs and internal costs determined on the basis of the materials consumed in-house and manufacturing overheads, calculated using similar absorption rates to those used for the measurement of inventories.

         Depreciation is calculated, using the straight-line method, on the basis of the acquisition cost of the assets less their residual value. The land on which the buildings and other structures stand are considered to have an indefinite useful life and, therefore, is not depreciated.

         The period property, plant and equipment depreciation charge is recognised in the consolidated statement of profit or loss at rates based on the following years of estimated useful life of the various assets:

         Years of useful life

         Buildings 25-50

         Machinery 6-16

         Other installations, equipment and 10

         furniture

         Other PP&E 3-5

         Assets held under finance leases are depreciated over their estimated useful lives on the same basis as owned assets of a similar nature.

         At the end of each reporting period, the consolidated companies assess whether there is any internal or external indication that the carrying amount of an item of property, plant and equipment exceeds its recoverable amount, i.e., the higher of the net amount which could be obtained if the asset was sold and the present value of the future cash flows. If any such indication exists, the carrying amount of the asset is reduced to its recoverable amount and the depreciation charge in the consolidated statement of profit or loss is adjusted in future periods to allocate the asset's revised carrying amount and new useful life.

         Similarly, when there are indications that the value of the asset has recovered, the consolidated companies recognise the reversal of the impairment loss recognised in prior periods and adjust the depreciation charge in future consolidated statements of profit or loss. The reversal is limited to the original cost of the asset.

      4. Goodwill

         The excess of the cost of acquiring an interest in a company over its underlying carrying amount is allocated to certain assets and liabilities on consolidation.

         This allocation is performed as follows:

         1. Where it is attributable to specific assets and liabilities of the company acquired, by increasing the value of the assets acquired or reducing the value of the liabilities assumed.

         2. Where it is attributable to specific intangible assets, by recognising it explicitly in the consolidated statement of financial position.

         3. Any remaining amount is recognised as goodwill on the asset side of the consolidated statement of financial position.

         Goodwill is tested for impairment at the end of each reporting period. Where there is any indication of impairment, the carrying amount is reduced to recoverable amount and the impairment loss is recognised in profit or loss.

         An impairment loss recognised for goodwill may not be reversed in a subsequent period.

      5. Impairment of non-current assets

         At the end of each reporting period, the consolidated companies assess whether there is any internal or external indication that the carrying amount of an asset exceeds its recoverable amount, i.e., the higher of the net amount which could be obtained if the asset was sold and the present value of the future cash flows. If any such indication exists, the carrying amount of the asset is reduced to its recoverable amount and the depreciation charge in the consolidated statement of profit or loss is adjusted in future periods to allocate the asset's revised carrying amount and new useful life.

         For these purposes, indications of impairment include operating losses or negative cash flows during the period, if they are combined with a history or forecast of losses, a decline in value and depreciation/amortisation recognised in profit or loss that, as a percentage of revenue, are substantially higher than those from previous years, effects of obsolescence, a reduction in demand for the services provided, competition and other economic and legal factors.

         In any case, where carrying amount exceeds recoverable amount, calculated as the present value of cash flows, impairment is recognised.

         Similarly, when there are indications that the value of the asset has recovered, the consolidated companies recognise the reversal of the impairment loss recognised in prior periods and adjust the depreciation charge in future consolidated statements of profit or loss. The reversal is limited to the original cost of the asset.

         The following criteria are applied for each non-current asset:

         Concession infrastructure

         The present value of the expected future cash flows is estimated using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset, both during the use of the asset and from the possible disposal of the asset at the end of its useful life.

         The key variables considered are the estimate of revenue to be received over the concession term and the estimate of the operating and maintenance expenses.

         Goodwill

         Assumptions underlying the cash flow projections used to calculate goodwill are as follows:

         • The maintenance over time of a short-term backlog measured in months of sales.

         • Cash flow projections covering a five-year period.

         • A 2% annual growth rate beyond that period.

         In any case, where carrying amount exceeds recoverable amount, calculated as the present value of cash flows, impairment is recognised. The assessment did not uncover any indications of impairment.

      6. Financial assets

         Financial assets are assets representing collection rights for the Group arising from investments or loans. These rights are classified as current or non-current depending on whether they are due to be settled within less than or more than 12 months, respectively.

         In 2018, the Group adopted IFRS 9 Financial Instruments, which sets out the requirements for the recognition and measurement of financial assets and financial liabilities.

         The main change affects the classification and measurement of financial assets, whereby the measurement method is determined on the basis of both the contractual cash flow characteristics of the financial asset and the entity's business model for managing the financial asset. The three categories are: amortised cost; fair value through other comprehensive income (equity); and fair value through profit or loss. As explained above, the Group's financial assets are mainly assets held to maturity that give rise to cash flows that are solely payments of principal and interest. Therefore, based on these characteristics, the financial assets are measured at amortised cost.

         Derecognition of financial assets

         The Group derecognises financial assets when the contractual rights to the cash flows from the financial asset expire or have been transferred, provided that substantially all the risks and rewards of ownership have been transferred, such as in binding agreements for sales of assets, transfers of trade receivables in factoring transactions in which the Company retains no credit or interest rate risk, sales of financial assets with an agreement to repurchase them at fair value and securitisations of financial assets whereby the transferee neither retains any subordinated financing nor extends any type of guarantee or incurs any other type of risk.

         Impairment of financial assets

         The Group adjusts the carrying amount of financial assets with a charge to profit or loss when there is objective evidence that the asset is impaired.

         To determine impairment losses on financial assets, the Group assesses the potential loss of individual as well as groups of assets with similar risk exposure.

         Also, pursuant to IFRS 9 the Group recognises a loss allowance for expected credit losses, which it reviews at the end of each reporting period. To calculate this loss allowance, the Group uses a

         methodology whereby it applies certain percentages reflecting the expected credit losses based on the credit profile of the counterparty to the balances of all the financial assets. These percentages reflect the probability of default occurring on payment obligations and the percentage of the loss that is ultimately uncollectible when the default occurs. If a significant increase in credit risk since initial recognition is identified, the expected loss is calculated taking into account the possibility of default over the life of the asset (i.e. lifetime expected credit losses).

         The Group applies the simplified approach for trade and other receivables, including contract assets. To calculate expected credit losses, it obtains an average customer rating by activity and geographical region. Taking that rating, the Group obtains the percentages to apply to the balances based on whether the customer is public or private and on its line of business (only in the case of private customers). In other cases, it performs a specific analysis of the counterparty's rating, using valuations performed by independent experts where necessary.

         If the customer enters into insolvency, claim or non-payment proceedings, a default is deemed to have occurred. In this case, an allowance is recognised to reduce the related balance receivable to zero. For this purpose, the Group applies specific periods by customer type for determining the default and recognising the allowance.

      7. Non-current assets and liabilities classified as held for sale

         According to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, non-current assets and liabilities are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use.

         The asset must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and liabilities, and its sale must be highly probable. A sale is considered to be highly probable when there is a commitment to a plan to sell the asset and an active programme to locate a buyer and complete the plan has been initiated. The sale must also be expected to qualify for recognition as a completed sale within one year from the date of classification.

         Non-current assets classified held for sale are not depreciated and are measured at the lower of their carrying amount and fair value less costs to sell.

      8. Foreign currencies

         The items included in the consolidated financial statements of each of the Group companies are presented in their respective functional currencies.

         The consolidated financial statements are presented in euros, which is the Parent's functional and

         presentation currency.

         In Group companies' separate financial statements, foreign currency balances and transactions are

         translated as follows:

         • Transactions in other currencies carried out during the period are translated at the currency spot rates at the dates of the transactions.

         • Monetary assets and liabilities denominated in foreign currencies (cash and items that do not lose value when converted to cash) are translated at the functional currency spot rates of exchange at the reporting dates.

         • Non-monetary assets and liabilities denominated in foreign currencies are translated at their historical exchange rates.

           Gains or losses arising on translation are recognised in profit or loss.

           On consolidation, the balances of the financial statements of consolidated entities whose functional currency is not the euro are translated to euros as follows:

         • The assets and liabilities at the rate of exchange prevailing at the reporting date.

         • Income and expenses at the average exchange rates for the period.

         • Equity at historical exchange rates.

         The exchange differences arising on consolidation of companies with a functional currency other than the euro are classified in the consolidated statement of financial position as exchange differences under "Equity - Valuation adjustments".

         The Group does not hold any investments in a currency that is identified as a currency of a hyperinflationary economy.

      9. Bank borrowings, and issues of notes and other marketable securities

         Bank borrowings and issues of notes and other marketable securities are recognised at the amount received, net of direct issue costs, plus accrued interest not yet paid at the end of the reporting period. Borrowing costs are recognised on an accrual basis in the consolidated statement of profit or loss by modifying the nominal rate, taking into account issue discounts, fees and expenses. This method is equivalent to using the effective interest rate, which is the rate that exactly matches the net value of receipts to the present value of future cash payments.

         Loans and borrowings due to be settled within 12 months of the reporting date are classified as current and those due to be settled within more than 12 months are classified as non-current.

      10. Provisions

          The Group's consolidated financial statements include all the material provisions with respect to

          which it is considered that it is probable that the obligation will have to be settled.

          Contingent liabilities are not recognised in the consolidated financial statements, but are disclosed, as required by IAS 37 (see Note 4.6.2.2).

          Provisions are classified under current or non-current liabilities based on the estimated period of time over which the related obligations will have to be settled.

          The most significant provisions are:

          Provisions for taxes

          These provisions reflect the estimated tax liability of uncertain amount or timing, since payment depends on whether or not certain conditions are met.

          Provisions for litigation and third-party liability

          These provisions are recognised to cover potential adverse economic outcomes from legal proceedings and claims against the Group arising in the ordinary course of business (see Note 4.6.2).

          Provisions for project completion

          These provisions are intended to cover expenses arising from the completion of a project until final settlement. The estimated costs in this connection accrue over the construction period based of production volumes.

          Provisions for management and other fees

          These provisions relate to the amount accrued in connection with project management and inspection fees, laboratory, layout and other fees payable at the reporting date. The amounts of these fees are established in the related project specifications and in current legislation. The estimated costs in this connection accrue over the construction period based of production volumes.

          Other trade provisions

          "Other trade provisions", which corresponds primarily to the Group's construction companies, includes deferrals of expenses and other construction costs. These amounts considered individually are of scant significance and correspond to numerous contracts.

          Provisions for major maintenance work, removal or refurbishment of non-current assets

          In accordance with IFRIC 12, provisions are recognised for the estimated expenditure required to carry out maintenance work over a period of more than one year (mainly at concession operators) with a charge to the consolidated statement of profit or loss for each of the periods remaining until completion of the work.

          Provisions for future losses

          These provisions are recognised immediately when it is evident that total contract costs will exceed total contract revenues.

      11. Revenue recognition

          To recognise revenue consistently across the various business areas, the Group has a general revenue recognition policy that is in line with IFRS 15 Revenue from Contracts with Customers. This policy contains the following principles:

          1. Core principle

             The first step for recognising revenue requires identifying the nature of the contract and its performance obligations. The Group generally satisfies its performance obligations in the Construction, Industrial and Services activities over time, whereby the customer simultaneously receives and consumes the benefits as the service is provided.

             The Group has clear criteria for recognising revenue over time that it applies consistently to the Construction and Industrial activities for similar performance obligations. The Group measures the value of the goods and services for which control is transferred to the customer over time using the input method, or "stage of completion in proportion to contract costs incurred". In accordance with this method, the Group recognises revenue based on the proportion that costs incurred bear to the estimated total costs. This method requires measuring the proportion that costs incurred as at the measurement date bear to total budgeted costs and, therefore, recognising revenue and margins in proportion to the total expected revenue and margins.

             For maintenance or cleaning services of the Services Division, the revenue recognition method used by the Group is based on the time elapsed output method. Under this method, revenue is recognised on a straight-line basis over the term of the contract, while costs are recognised on an accrual basis.

          2. Recognition of revenue from contract modifications, claims and disputes

             A contract modification is a change in the scope of the contract, other than a change envisaged in the original contract, that may result in a change in the revenue associated with that contract. In most cases, modifications to the original contract require the customer to give technical and financial approval to enable the Group to bill and collect the amounts relating to that additional work. The Group does not recognise revenue relating to contract modifications until the customer approves these modifications; however, in cases where the additional work has been approved but the corresponding change in price has not yet been determined, the Group only recognises an amount to the extent that it is highly probable that a significant reversal in the amount of revenue will not occur. The costs of producing these units are recognised as incurred, irrespective of whether or not the modification has been approved.

             A claim is a request for indemnity to a customer. The Group applies the method used for contract modifications to claims.

             A dispute is the result of a discrepancy resulting from a claim made to the customer under the framework of a contract, the resolution of which is dependent on the mechanism established in the contract for the resolution of the dispute (whether conducted directly with the customer or through a court or arbitration proceeding). Revenue relating to disputes is not recognised, since the dispute demonstrates the absence of the customer's approval of the work completed.

          3. Statement of financial position balances related to revenue recognition

             Amounts to be billed for work performed/amounts billed in advance for construction work

             Unlike the method used to recognise contract revenue, the amounts billed to the customer are based on achievement of the various milestones established in the contract and on acknowledgement thereof by the customer through the certificate of completion. Accordingly, the

             amounts recognised as revenue for a given year do not necessarily coincide with the amounts billed to, or certified by, the customer. For contracts in which the transfer of goods or services to the customer is more than the amount certified, the difference is recognised in assets under "Amounts to be billed for work performed" under "Trade receivables", whereas in contracts in which the transfer of goods or services is less than the amount certified by the customer, the difference is recognised in liabilities in "Amounts billed in advance for construction work" under "Trade and other payables" in the consolidated statement of financial position.

             Costs to obtain and fulfil contracts

             The Group recognises as assets the costs of obtaining a contract (bid costs) and the costs incurred in fulfilling a contract or set-up costs (mobilisation costs) that are directly related to the principal contract, provided they will be recovered through performance of the contract.

             Bidding costs are capitalised only when they are directly linked to the contract, it is probable that they will be recovered, and the contract has been awarded or the Group has been selected as preferred bidder. Other costs incurred in addition to obtaining the contract are recognised as expenses, unless those costs are explicitly recoverable from the customer. The capitalised amounts are amortised on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates.

             Costs to fulfil a contract (set-up or mobilisation costs) are capitalised if they are expected to be recovered and do not include costs that would normally be incurred by the Group had the contract not been obtained. They are recognised in profit or loss on the basis of the proportion of actual output to estimated output under each contract. Otherwise, these costs are recognised directly in profit or loss.

          4. Provisions relating to contracts with customers

             The main provisions are for project completion and budgeted losses.

             Provisions for the completion of construction projects: these cover the costs expected to be incurred on completion of a contract. These provisions relate to a present obligation stipulated in the contract the performance of which is probably going to result in an outflow of resources from the company and the amount of which can be estimated reliably. Provisions are recognised on the basis of the best possible estimates of the total expenditure required to settle the obligations. They can be determined as a percentage of the total expected contract revenue if historical information on similar contracts is available.

             Provisions for future losses: these provisions are recognised immediately when it is evident that total contract costs will exceed total contract revenues and they are included in the estimate of the total budget for the contract.

          5. Financing component

          For performance obligations for which the period between when the entity transfers a promised good or service to the customer and when the customer pays for that good or service is less than one year, the Group applies the practical expedient permitted by the standard and does not adjust the promised amount of consideration for the effects of a significant financing component.

          In cases where there is a contractual or legal right to charge late-payment interest owing to a delay in collection with respect to the contractually established periods, such interest is recognised only when it is highly probable that it will actually be received.

      12. Leases and right of use

          In accordance with IFRS 16, which became effective on 1 January 2019, leases of property, plant and equipment with a lease term of over one year and a significant value are recognised as right-of-use assets, along with the related lease liability on the date on which the leased asset is available for use by the Group.

          Right-of-use assets and the related lease liability represent the right to use the underlying asset and the obligation to make lease payments, respectively.

          Right-of-use assets are measured at cost, which comprises:

          • the amount of the initial measurement of the lease liability;

          • any lease payments made at or before the commencement date, less any lease incentives; and

          • any initial direct costs.

          Right-of-use assets are depreciated on a straight-line basis over the shorter of the asset's useful life

          or the lease term.

          The lease liability associated with the right-of-use asset includes the net present value of the lease payments.

          Lease payments are discounted using the lessee's incremental borrowing rate, which is the rate of interest that the individual lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

          The Group is exposed to potential future increases in the lease payments that depend on an index or a rate, which are not included in the lease liability until they take effect. The lease liability is then remeasured and the amount is recognised as an adjustment to the right-of-use asset.

          The lease payments are apportioned between principal and interest expense. Interest expense is recognised in profit or loss over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the lease liability for each period.

          The lease term is determined as the non-cancellable period. If the Group has a unilateral option to extend or terminate the lease and it is reasonably certain that it will exercise this option, it will consider the periods covered by the extension or early termination.

          The lease term is reassessed if an option is actually exercised (or not), or the Group becomes required to exercise it (or not to). Reasonable certainty is reassessed only upon the occurrence of a significant event or a significant change in circumstances that affects this assessment and is within the control of the lessee.

      13. Borrowing costs

          Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for their intended use or sale are added directly to the cost of those assets until they are ready for their intended use or sale.

          Pursuant to IAS 23, investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs.

          All other borrowing costs are recognised in the consolidated statement of profit or loss in the year in which they are incurred.

      14. Income tax expense

          The Group companies' income tax expense is calculated on the basis of accounting profit or loss before tax, increased or decreased, as appropriate, by the permanent differences from taxable profit (i.e. the tax base), net of tax relief and tax credits, excluding tax withholdings and prepayments made during the year.

          Deferred tax assets and liabilities are taxes expected to be recoverable or payable on the differences between the carrying amounts of assets or liabilities in the consolidated financial statements and their tax bases. They are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled.

          The Group files consolidated tax returns in both Spain and the US for all the companies that meet the related requirements. All other Group companies file individual tax returns.

      15. Consolidated statement of cash flows

          Cash flows are inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant risk of changes in value.

          The consolidated statement of cash flows is prepared using the indirect method, i.e., on the basis of the changes in the consolidated statement of profit or loss and consolidated statement of financial position. Cash flows are presented with comparative data for two consecutive periods.

          This statement reflects changes in consolidated cash flows in the year, classifying them as:

          • Cash flows from operating activities: those arising from the principal revenue-producing activities of the companies comprising from the Group and other activities that are not investing or financing activities. Interest received and paid, gains or losses on the disposal of non-current assets, adjustments to profits or losses generated by companies accounted for using the equity method and, in general, any results that do not give rise cash flows are transferred out of "Cash flows from operating activities" through "Other adjustments to profit/(loss) before tax".

            Dividends received may be classified as operating cash flows or investing cash flows. The Group elects to classify them as operating cash flows.

          • Cash flows from investing activities: those arising from the acquisition and disposal of longterm assets.

            Interest received may be classified as operating cash flows or investing cash flows. The Group elects to classify them as investing cash flows.

          • Cash flows from financing activities: those arising from changes in borrowings, payment of the dividend, interest paid, changes in non-controlling interests and interest payments associated with leases of property, plant and equipment with a term of more than one year and of a significant value.

          Interest paid may be classified as operating cash flows or financing cash flows. The Group elects to classify them as financing cash flows.

      16. Trade and other payables

          The Group has entered into reverse factoring arrangements with several banks to facilitate early payment to suppliers, under which suppliers may exercise their collection rights vis-à-vis the Group companies and obtain the amount billed less the finance costs of discounting and the fees charged by those banks.

          These arrangements do not modify the principal terms and conditions of payment to suppliers, such as the term or amount. Therefore, the amounts are classified as trade payables.

          As at 31 December 2025, the balance of "reverse factoring" in "Trade and other payables" amounted to EUR 2,791 thousand and related primarily to temporary business associations or joint ventures (UTEs) (2024: EUR 2,095 thousand).

      17. Termination and post-employment benefits

Termination benefits that must be paid to employees pursuant to the legislation applicable to each Group company are recognised in the consolidated statement of profit or loss for the year in which they are paid.

If the Group were to draw up a collective redundancy procedure, provisions for the related costs would be recognised in the consolidated statement of profit or loss when the detailed formal plan for the restructuring were established and communicated to the parties concerned.

The Group does not have any post-employment benefit obligations in the form of pension plans or other benefits.