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FCC press release

23/08/2004

FCC press release

In the face of the news items that continue to appear in the media on the current situation of FCC, we have decided that it would be best to issue this statement to ensure that the public is properly informed:

1.- FCC is a publicly-traded company whose majority shareholder is the company B-1998, S.L., which owns 52.4% of the share capital and has expressed its desire to maintain that control on a permanent and stable basis.

2.- Esther Koplowitz, as the majority shareholder in B-1998, S.L., controls that company and, consequently, FCC indirectly. She has likewise expressed her intention to maintain that control, which has always been successfully focused on creating value for the shareholders and the Company (employees, suppliers, and clients).

3. - One of the minority shareholders, the company Acciona, S.A., which we respect and hold in the highest regard, has attained an interest of slightly more than 15% in FCC, according to the information reported to the CNMV. On the basis of that interest, Acciona S.A. exercised its right to proportional representation on the Board at the last General Assembly of FCC held on 23 June 2004.

4.- The Board of Directors of FCC brought the request of Acciona, S.A. before the General Meeting, as a result of which Messrs. Castellanos, Aguirre and Fernández de Araozo were named to the Board of Directors in representation of Acciona, S.A. To date, there is no record that they have accepted their appointments.

5.- At the same General Meeting, another shareholder exercised its legal right to request that the possibility of a conflict of interest affecting the newly-appointed board members be submitted to a vote, given the fact that Acciona is a direct and effective competitor of FCC and the indisputable representative quality of the persons designated by Acciona, regardless of their personal honour and professional abilities. The General Meeting of FCC, by absolute majority, recognised that incompatibility and proceeded to revoke the appointment in the belief that the decision was a legal one and beneficial to FCC as a whole.

6.- The situation at this time is that we are waiting to see whether the majority interest of FCC shareholders can be called into question for understanding that Acciona, as a competitor of FCC, should be precluded from having representatives on the Board of Directors, as agreed by a majority of shareholders at the last General Meeting.

7.- It is our understanding that Acciona has taken its case to the courts, which are the only ones legitimised to make a decision as to whether the company may appoint members to the Board of Directors of FCC. Consequently, FCC will actively defend what it considers to be the legitimate interests of the rest of the shareholders and the company in general.

8.- In the meantime, the resolutions passed by the General Meeting of Shareholders were submitted to the Barcelona Business Register for registration. The Register, which only has the authority to determine whether the resolutions meet the legal formalities but not to resolve questions of law - something which only the courts have the power to do - has recognised the official validity of the appointment and subsequent removal of the board members proposed by Acciona, although it has not registered the board members appointed by the General Meeting to replace them.

9.- The actions of the Barcelona Business Register will be appealed to the Directorate General of Registers for not acknowledging the ability of the General Meeting to fill the vacancies created when Acciona's directors were removed.

10.- This situation, which has received extensive coverage by the press, in no way affects the Company's stability or the regular operation of its governing bodies. In particular, since the Board of Directors of FCC is composed of twenty members and there are no doubts regarding the legitimacy of the remaining sixteen, it does not affect the quorum for holding board meetings or the Board's ability to take decisions and therefore has no impact on the governability of FCC, which will continue to operate responsibly and in the best interest of all shareholders.