Aena S.M.E., S.A. (BME:AENA)
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Apr 27, 2026, 5:39 PM CET
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AGM 2024

Apr 18, 2024

Maurici Lucena Betriu
Chairman and CEO, Aena SME SA

Dear shareholders, welcome to this Ordinary General Shareholders' Meeting of Aena SME S.A. I will now give the floor to Elena Roldán, who's the Secretary of the Board of Directors and of this general share and general meeting, so that she may inform the shareholders about the development of this general shareholders' meeting and the way in which you are to exercise your rights to intervene if you wish to do so.

Elena Roldán
Board of Directors and General Secretary, Aena SME SA

Thank you, Mr. Chairman. Dear shareholders, good morning. The notice of this ordinary shareholders' meeting of Aena has been published on the website of the Comisión Nacional del Mercado de Valores, on the company's website, and in the newspaper Expansión on March 8, 2024. Said notice contains the agenda of this meeting, which is considered as reproduced so that this meeting may be more agile.

As stated in the notice of the meeting, this general shareholders' meeting is being held in mixed mode. So, some of the shareholders are in attendance in person, and others are connected online, as established in the provisions of article of the bylaws and the regulations of the general shareholders' meeting of the company. This meeting is being recorded and broadcasted live through the company's website. The recording will be available to the public on the website. You have at your disposal information on the legal considerations that are applicable to such recording, as well as the terms and conditions for the exercise of the corresponding rights in the notice of the meeting.

I also inform you that in order to guarantee the participation of the shareholders, the company has enabled all the means so that they may validly delegate their representation, so that they may vote in advance or attend telematically. Together with the possibility of intervening, making interventions, and proposals, and voting by telematic means. I also would like to remind the shareholders attending in person who wish to speak or request clarifications on any item of the agenda that they must have identified themselves and registered at the entrance. They will also have to deliver the written text of their intervention to the shareholders' office located next to the notary in case they wish to have it literally recorded in the notarial minutes.

With regards to the interventions of the shareholders attending telematically, I would like to communicate that there have been no requests for intervention of those shareholders who are connected online. As you know, since we published the information on the meeting, both at the company's headquarters and on the website, all of the legally necessary information has been at your disposal, as well as the proposals for agreement, the reports of the board, and all of the information regarding annual accounts. And as we already said during the notice of the meeting, the Board of Directors' expectation was that the meeting would be held on the first call, as is being the case. Next, I will give the floor to the Chairman.

Maurici Lucena Betriu
Chairman and CEO, Aena SME SA

Thank you so much, Ms. Secretary.

I would like to inform you that, in accordance with the provisions of the Capital Companies Act and the regulations of the Mercantile Registry, the Board of Directors has agreed to require the presence of a notary public to take the minutes of this ordinary general meeting. For this purpose, we have here today the notary public of Madrid, Fernando Sánchez-Arjona Bonilla, and I hereby give him the floor so that he may report on this procedure to the board.

Fernando Sánchez-Arjona Bonilla
Secretary of the Audit Committee, Aena SME SA

Good morning.

In the minutes of the notarized request dated March 20th, 2024, under number 688 of my protocol, there is a record of the request made by the Secretary of the board, Elena Roldán Centeno, in the exercise of the delegation of powers made by the Board of Directors so that, in accordance with the provisions of article 203 of the Capital Companies Act, she may attend this general shareholders' meeting and take the minutes of the same. Likewise, in accordance with article 101 of the Mercantile Registry regulations, I hereby report that I have deemed the capacity of the requester to be sufficient and that I have verified that this meeting has been convened in accordance with the applicable legal and statutory requirements.

Maurici Lucena Betriu
Chairman and CEO, Aena SME SA

Thank you very much, Mr. Notary Public.

I will once again give the floor to the Secretary, who will inform you about the constitution of this board and the provisional quorum.

Fernando Sánchez-Arjona Bonilla
Secretary of the Audit Committee, Aena SME SA

Thank you very much, Mr. Chairman. In accordance with the provisions of the company's bylaws and the regulations of the general shareholders' meeting, the meeting is chaired by Maurici Lucena Betriu, Chairman of the Board of Directors and Chief Executive Officer. I, Elena Roldán Centeno, in my capacity as Secretary of the Board of Directors, will act as Secretary of the meeting. The remaining members of the Board of Directors who are present at this moment are also part of the Board of Directors. In accordance with the foregoing, the officers of the general shareholders' meeting are hereby declared constituted.

I hereby proceed to inform that the share capital is total of EUR 1.5 billion divided into 115 million shares, each with a par value of EUR 10, fully subscribed and paid up, and belonging to a single class and series. I will now proceed to report on the provisional quorum for attendance at the meeting. According to the telematic information, the assistant quorum is the following. We have present here today 131 shareholders who are the owners of 77,514,021 shares that are equivalent to 51.676% of the share capital. We have 301 shareholders who are the owners of 52,192,277 shares that represent 34.7949% of the share capital. Out of the present shareholders, 122 own 77,513,642 shares, have exercised their right to vote online.

The share capital that is present or represented with voting rights is 1,000,297,060, well, 1.2 billion, representing 86.4709% of the shares of the share capital. The quorum is above 50% of the share capital with right to vote. That is what article 22 of the bylaws establishes for the valid constitution of the first call of the general shareholders' meeting. I will now give the floor to the Chairman.

Maurici Lucena Betriu
Chairman and CEO, Aena SME SA

Thank you, Ms. Secretary. According to what has been presented by the Secretary and the information that she has provided, and since there is quorum for the constitution of this meeting according to the law and the bylaws, I declare that this has been validly constituted.

This Ordinary General Shareholders' meeting for Aena SME S.A. has been validly constituted in the first call because all of the requirements have been fulfilled. I will now give the floor to the Secretary so that she may read the rules for the development of this meeting according to the Board of Directors and in accordance with the bylaws. I will now read the rules for the development of the general shareholders' meeting. The shareholders physically present who wish to intervene in the general shareholders' meeting and, if applicable, request information or clarification in relation to any of the items on the agenda or others legally appropriate items or make proposals may do so at this time.

For this purpose, they must identify themselves at the shareholders' office located next to the notary public's seat by stating their name and surname and, if applicable, the corporate name or legal entity shareholder they represent, the number of shares they own or the shares they represent. If any shareholder wishes to have his or her intervention recorded verbatim in the minutes of the meeting, they will have to deliver it in writing at this time to the shareholders' office so that it may be forwarded to the notary so that it may be collated at the time of the intervention. In the event of interventions by shareholders, questions will be answered by the Chairman, the directors, or any person of the company indicated by the Chairman, provided that the information is available at this time.

All other questions shall be answered in writing within a seven-day period following the date of this general meeting. I also inform you that the notary has had access to the means of reception for these interventions in order to record in the minutes the interventions of the shareholders who have requested it. I will now provide a brief summary of the proposed resolutions formulated by the Board of Directors, which will be submitted to a vote. First, the proposed resolutions included in the agenda shall be submitted to a vote, followed by, if there were any, the proposals made during the course of the meeting. Once a proposed resolution has been approved, all others relating to the same matter that are incompatible with the approved resolution shall automatically lapse.

We also would also like to remind you that shareholders who attend online, who have registered in accordance to the procedure set forth in the notice of meeting and who have connected virtually to the meeting through the general shareholders' meeting telematic attendance section of the website between 9:00 A.M. and 11:05 A.M. today may cast their vote through the telematic attendance platform in accordance with the corresponding voting form. From the time they started and until 11:00 A.M. today, until the general shareholders' meeting is held, today may they cast their vote through the telematic attendance platform in accordance with the corresponding voting form. Shareholders who attend the general shareholders' meeting in the notice of the meeting shall be deemed to be present for the purposes of the constitution of the meeting.

Consequently, any proxy or advance vote cast prior to the shareholder meeting shall be deemed revoked. We hope that this summary has been useful, and I will end my intervention by giving the floor to the Chairman so that he may present his report to the board. Thank you. Secretary, I will now present to you a report as president of the board, but also as president of Aena and as CEO. And I hope that the report that I will be presenting here today will be found interesting by all you. Dear ladies and gentlemen shareholders, once again, good morning. My name and that of the Board of Directors, which is represented here today, I would like to welcome you to the general shareholders' meeting of Aena 2024.

I would like to extend a special greeting to the Secretary of State for Transport and Sustainable Mobility, the General Director of ENAIRE, because you represent with your presence the majority shareholder of Aena. I would also like to thank the shareholders present in this room and those who are connected online for their assistance to this general shareholders' meeting, which is the main governing body of this company. Also, I would like to welcome those who are present here today and online connected today. General shareholders' meetings are probably the most important day with regards to the relationship that the company has with its shareholders. It is an event that happens on a yearly basis, and as such, we take it very seriously.

In this case, unfortunately, I would like to before I intervene, before I dig deeper into the core of things, to especially remember our financial economic director, José Leo, who passed April 12th, past April 12th. This was a piece of news that has actually dropped like a bomb because José Leo was a professional of the economy of the field of financial and economic sciences of the first level, the kind that is needed by a company of the magnitude of Aena. I am a privileged witness of his diligence. The diligence of José Leo's professional was not just felt in the way he led the financial policy of the company, but his criteria, fruit of a long experience and a great professional common sense, was ever present in many of the decisions made by the company since he joined it in 2016.

With these words, I would like to pay homage to an extraordinary professional who has left, has left his footprint in the company, a footprint that will never be erased. Rest in peace. And obviously, this is a person that all of us present here today will dearly miss, and I will actually miss him dearly. And now I'll start my presentation. This general shareholders' meeting, as is custom, will be used to go through the main aspects of Aena's activity in 2023, a year that is very difficult not to consider excellent because it has represented for Aena the full recovery of air transport. And at the same time, we have largely surpassed the strategic goals that we set for ourselves one and a half years ago for the company.

I will also start my intervention, as is now custom, by talking about the different aspects of the outstanding activity of Aena in 2023 in the aeronautical, commercial, and real estate activities, as well as in the international arena. I will now detail, although they're known by all of you, the financial results for the year as reflected in the annual accounts that are part of the financial statements that we require to approve today during this general shareholders' meeting. I will then take a look at the evolution of Aena's Climate Action Plan, following this tradition that started three years ago when the company started committing itself to account for on a yearly basis to this plan during this general shareholders' meeting with everything that has to do with the environment.

And finally, I would simply would like to highlight some of the aspects of the agreements that are to be voted by this general shareholders' meeting because agreements, obviously, will be explained by the Secretary of this board. She will do that better than I could. Elena Roldán will then inform you of these agreements. So I will now focus on 2023's activity, and I will start with the aeronautical activity. Spanish air transportation in 2023 was splendid, I'd say, and even more so. And I see that ENAIRE's general director nods because it was splendid and even more so if we consider the provisions of forecast that we had had the previous years. And testimony to that is that Aena broke the historic activity record, the one that we had before the pandemic in 2019.

That was the result of the increase of tourism and the boost in tourism. We have to highlight the good preparation of our airports as well, the recovery, obviously, of air traffic in Spain, which was greater than that of the rest of Europe and also above the world average. This is also the result of the good work that all stakeholders of Spanish air traffic made, all of the handling companies, airlines, and airport services suppliers. Thanks to their good work, thanks to the proficient way in which they carried out their activities, we were able to break the activity record that we had set before 2019. ACI World has estimated that in Spain, the air traffic was 3% higher than that of 2019 since that in Europe was 6% lower and the air traffic worldwide was 5% lower.

So, as I was saying, air traffic in Spain has behaved in, statistically, a better way than that of Europe and the world. I repeat that all of us, actors of Spanish air traffic, were very well prepared to manage it with high quality levels. These high quality levels with which we have been working, the airports have worked, in 2023, were the same that could be found in security service and also in our respect of sustainability objectives because quality, sustainability, and compliance are the signs of identity of Aena's airports. We are especially satisfied that with such an extraordinary air traffic level, airports in Spain have worked so well with no disruptions, with no operational disruptions because, as most of you, the people present here today, these operational disruptions are the worst nightmare of any airport manager.

They did not make an appearance in 2023 and neither did they have them in 2022, which was a more complicated year, at least in Europe. This means that once again, if we consider the volume of passengers, Aena is the air world leader in airport services. I want to say that we are a leader because in Spain, considering our relative size, we do not have so many companies that are leaders in such an important sector such as is that of airport management. Sometimes I have a bittersweet feeling because I, I don't know if it is due to Aena's tradition or it is because we belong to the scope of the public sector. We do not grant it the importance that it merits because this, leader position that Aena holds worldwide should actually be something that we highlight.

The factors behind this happy 2023 are varied, and I will highlight four. First of all, from a macroeconomic standpoint, on the one hand, the growth of the economy was greater than that which we expected or that experts expected in previous years. And obviously, that had positive consequence as well in the consumption, in this case, by families of leisure in the form of travel. But it's not just this direct impact of the economic growth and macroeconomic factors to families' consumptions. What really catches our eye is that in 2023, the preferred destinations for families were a specific place. And this specific destination in the consumption of families is still alive in 2024, a year where we are still on the road of breaking activity records of 2023.

From this perspective, it's essential to note what is on the latest tourism competitiveness of the World Economic Forum report, which says that Spain is one of the most attractive tourist destinations of the world. The second underlying reason for this happy 2023 was, in my opinion, the good visibility that the regulatory framework for the airport sector in Spain provides to airlines in terms of programming their activities. The third factor also has to do with our very good functioning. That's to say the strengths behind the network model of Aena. And the fourth factor, we need to underline it and underline it modestly, is Aena's strategy and the hard work of its professionals, which, to put it modestly, as I said before, have not hindered the strong recovery of air traffic. And unfortunately, this is something that has happened in other European countries, particularly in previous years.

Now, about the evolution of air traffic over 2024, translating percentages to figures because they're remarkable, in Spain, this means that through our airports, through Spanish airports of Aena, we had more than 283.2 million passengers. This is a historical record. It's more than 33% than in the year 2019. From the consolidated perspective of Aena, therefore including Aena London and the airports of the northeast of Brazil, I'm talking about the year 2023, not 2024. Air traffic was 2.3% above that of 2019. Now, during the first quarter of 2024, as we would say in English, we were still booming, and there is an increase of 13.2% compared to 2023, which was, as we said, a record-breaking year.

Our forecast is that, obviously, 2024 will be quite good, but it would be reasonable to not see these increases remain over 20% over the year, the increases, the two-digit increases that we had in 2023. But I'm optimistic, nonetheless, about the future because, indeed, we're very positive on the figures that we've seen in the first quarter of 2024. But you know that airline companies are programming the summer season from March to the end of October of 2024. They have programmed to see an 8% increase in scheduled seats compared to the same period in 2023. Now, in addition to talking about these figures, I think that, honestly, the right doing and the reliability of Aena's airports have had a positive impact on the Aena brand, as we could call it.

And we have been recognized one more year, fortunately, with several recognitions that support and show the good functioning of Aena's airports. Now, from the standpoint of investments and our service quality, I'm just going to share with you some figures. As you very well know, we are, from the regulatory perspective, amidst the DORA 2; we are involved in the airport regulation document for the period 2022-2026. And in the year 2023, we met our obligations. We were above our investment obligations with 2.7% increase based on the minimum investment required. We are talking about such sizeable investments that it's normal that there can be some leeway and that we might be slightly below some years of others. But what really matters is that, at the end of the DORA period, we comply with the investment that we're legally bound to.

That would mean that noncompliance would mean sanctions for the company. We think that services show the general satisfaction of our customers. They show high satisfaction with our services and our airports. Translated into figures, this is an average of 4.13 over a scale of 5, which is slightly above the European average of 4.07. And by category, in the case of Aena, we need to highlight security, check-in, passports, and staff friendliness. And on those questions, we are above 4.15. And now, let me dwell on a couple of aspects. Every year, I'm afraid that this results in an industry and political discussion, which is a bit heated. And in my opinion, it lacks focus. And I'm talking now about the setting and approval of Aena's tariffs and our network model. Now, let me go back to the airport charges.

It's important to go back to the foundations here due to sound macroeconomic reasons that the president very well knows because he holds, he's a professor of economy. But also due to macroeconomic reasons, which could be recognized by an economic student. The economic activity of Aena is regulated over an economic basis. We are subject to financial and economic regulations. And in simple words, this tackles the nature and volume of Aena's investments, also the retribution for these investments, the volume of operating costs of the company, the quality of service, and safety. Now, the keystone of this economic regulation is airport charges and their definition every year. If airport charges are defined inadequately for one year or subsequent years, pushing them downwards, in the long run, the result undoubtedly will be bad functioning for airports, for airport performance, and economic sustainability of the airport system.

This is that clear and that sound for all airports that are regulated in the world without exception. Now, in the five-year period that extends from 2022 to 2026, Aena must invest EUR 2.25 billion in its airports. In addition, it must invest a significant amount in the nonregulated sector in commercial and real estate. And here, I'm talking about our Director General, María José Cuenda And in the next DORA period, 2027-2031, the Secretary of State for Transport is very much aware of the fact as a regulator of Aena's activity. They're very aware of the fact that there will be a big investment tsunami. Why is that so? Because in light of the strong growth of air traffic, airports must undergo refurbishment and must increase their capacity if they want to be able to hold the future air traffic demand.

We must recall in this discussion something that is essential, that Aena's airport chargers are by far currently the lowest in Europe. We cannot, we cannot wrongly compare apples and pears. We need to compare European airport hubs and Spanish airport hubs and touristic, European, air European airports, with that of Spain, etc. The calculation methodology for airport charges in Spain stems, from a European directly Spanish directive, a Spanish law, and a subsequent regulatory developments, which form a regulatory framework rooted, I insist, in solid macroeconomic principles. Consequently, contrary to what, some people claim out of ignorance or bad faith, airport charges do not rise or fall, arbitrarily every year but are actually the result of the application of a very granular regulatory process.

In addition to the above, which is pure common sense, good economic sense indicates that it isn't reasonable to simultaneously request one thing and the opposite. I mean, it's not reasonable in the present and, most importantly, in the next DORA period and in parallel to request that Aena permanently lowers with any floor, downspiraling continuously, that it lowers the airport charges, that according to macroeconomic regulations are the ones that finance the enlargement of airports. In other words, this would be an economic incongruity, which in the long run would harm the quality of Spanish airports and, therefore, would have a negative impact on tourist activity. Some of the voices that are saying this, one thing and the contrary, they know that in the long run, it wouldn't be good for the company for the country to resist the temptation of short-term gain.

Therefore, when I think back to the approval of 2024's airport charges or tariffs and the many voices that criticize that the modest increase of EUR 0.40 per passenger because this is what we were talking about. We were talking about EUR 0.40 per passenger. I'm still astonished by the imposter drama with apocalyptic overtones of some public statements by representatives of tourism and air transport companies, especially as these statements took place in a booming context for tourism and record profits for airlines, hotel companies, and catering companies. This tourism boom, by the way, continues in 2024 after the EUR 0.40 increase in Aena fares.

So when these statements are uttered in the psychological universe of those people who actually say it, I don't think they are considering the quality, the quality of the shares that these companies stand behind and the shares owned by Aena shareholders. I think that Aena or its shareholders cannot accept this. Once again, I must say that Aena shareholders deserve the same consideration, the same consideration as shareholders of other companies. It is a pity that the discussion about airport fares oftentimes hides a pure transfer of income from Aena shareholders to the shareholders of other companies. Let me put this in more conceptual terms. On the understanding that Aena always complies with airport regulations on investment, quality, safety, and the environment, the legal obligation of the Board of Directors, the management team, and myself is to maximize the value of Aena's assets.

It is an obligation that we take to heart. This objective of maximizing the value of Aena's assets is something that I take from a reflection that was made by the end of the 1980s in the Congress. It was made by one of the top-level economists in Spain, Claudio Aranzadi, who back then was the president of the National Industry Institute, the powerful INI. He explained that, in addition to companies being public or partially public, the obligation of the INI was to maximize the asset value of these companies, be they public or not. Let me translate this into more practical terms because one must wonder, "Okay, this is all well.

But how does this reflection translate into investments in the next DORA period in which there will be some trade-offs?" And I think we will be able to strike a reasonable balance in virtue of which Aena will maintain the most competitive and lowest airport charges in Europe. We will continue to maintain it. And we know that this is an essential element for the well-functioning of tourism and that it's positive for the contribution of the good functioning of the Spanish economy. And at the same time, I'm convinced that we will be able to face up to the strong wave of investments needed by Spanish airports. This is our commitment. And, dear Secretary of State, I think that altogether, we will be able to meet it. Now, I'd like to make a comment because we must stand for the corporate interest of the company.

I'd like to talk about the ruling of the High Court of Justice of Madrid which partially upheld Aena's appeal against the administrative decision of 2020-2022 not to initiate the procedure for the economic rebalancing of the first DORA as a result of the ravages of the pandemic. The fact that Aena appealed before the court, it's a paradigmatic example of the commitment of Aena's administration administrators and management team to defend the company's interests. I'd like to take this opportunity to sincerely thank the Spanish government and the Ministry of Transport, who own 51% of Aena, for their respect to the cleanliness and the greatness of spirit with which they have handled a process in which Aena has appealed before the courts against an administrative decision of the government. Thank you very much.

Now, I'd like to talk about the second qualitative element that I wanted to discuss, which is the strengths of Aena's model. I think empirical experience shows that this is one of the strengths in the company. We indeed are supporting the competitiveness of the tourism sector and its contribution to the Spanish economy. And I'm talking about its model. When I think about the way our network model works, the way our airline companies work, the handling companies, the service delivery companies, the airports, that how well they work. And I always think of the saying, "If something works, don't fix it." And I think that this is a guiding principle that is very practical and that should also guide our future decisions in Spain.

Another proof of this is that when you ask the international competitors of Aena what they would like to become in future decades, they say it clearly, "When I grow old, I want to be like Aena." They say it clearly. "I would like to be a global manager who, through a very big network, by using best practices, could be able to manage some of the best airports in the world." And when they speak of this, they also add that one of the advantages in the network model of Aena has come to light in the pandemic because when you ask, in this case, analysts and investors which is the airport company that has better fared with the crisis, the unanimous answer is Aena. And I think we deserve the credit because we think we did well.

But this is also due to our network model. And the hypothetical transfer to some of the airports in the network of Aena has never been something discussed in the management team. It's not something that is actually on the table. And I don't think this issue could be on the table in the future. I therefore trust that my explanations about this point have been sufficiently clear. Now let me talk about the commercial and real estate activity. The evolution has been quite positive over the year 2023. Our total sales exceeded 17.3% higher than in 2019. Total sales per passenger were 14% higher than that very same year. And fixed and variable revenue bill though was almost 22% higher than in 2019. And per passenger revenue went from EUR 4.25 in 2019 to EUR 5.04 in 2023.

Dissipating the doubts that we all had in the pandemic about commercial aspects because back then this we speculated about a hypothetical change in the behavioral patterns of tourism and the perspectives in the commercial activity were excellent. Tenders and the results since 2022 has been significantly positive. The increase in revenue has been notable. In the year 2023, for instance, we need to highlight duty-free shops and catering. The strong increase in commercial income also goes to show two elements. Firstly and most importantly, the retail sectors create trust in our infrastructure activity. Secondly, the power behind Aena's strongly idiosyncratic guaranteed minimum income model. At the same time, the performance of the real estate business in 2023 worked very well. Their revenues were 34% higher than those of 2019.

In the real estate arena, I would like to just stop for a few seconds to talk about the airport city of Madrid. I'm sure you know that in 2022, Aena launched the process to select a partner for area one of the airport city of Madrid. The offers received were very attractive, much more attractive than expected, but the tender failed. We did not select any candidate due to different reasons, but mainly because there was a spike in interest rates that somehow changed the business plans of the different tenders. I would like to say that we have attributed a disproportionate space in the media to this whole event because we think that in the long term, it will be a grain of sand in the whole perimeter of the financial and economic activity of Aena.

But we do think that the real estate activity is nonetheless an activity that will add value to the company. We have gone through our strategy. We have talked to the main agents in the sector. We will relaunch the tender by introducing some improvements. As I said, this is a long-term process. The delay, obviously, does not have an impact in the value of the company. We have to do it well. It's better to do it well than to rush things. We'd rather have the peace of mind to know that we are not doing it if the price is not right and if we do not sacrifice economic profitability. We're also making progress with regards to the works in the airport city of the city of Barcelona.

But as you know, the director of the airport city of Barcelona, Miss Valenzuela, unfortunately, as many things in Catalonia, is having problems with urban planning licenses in Catalonia because it is becoming much more difficult, much more complicated than in Madrid. At the same time, we have been working in the airport cities of Valencia, Málaga, Costa del Sol, and Seville. I will now switch to international activity and the main milestones in 2023. I'm sure you know that Aena manages directly and indirectly 33 airports outside of Spain, 17 in Brazil, 12 in Mexico, 2 in Jamaica, 1 in Colombia, and 1 in the U.K. This panoply of international assets is the result of a careful selection process that is producing or that has produced in the past and that is producing in the present an important economic profitability.

If we exclude the counting reversal of the impairment of Brazil, the international activity contributed to Aena Group's consolidated EBITDA 6.7%, a percentage that will significantly increase in 2024 because in 2024, in the consolidated perimeter, we will now include during those 12 months the group of 11 new airports in Brazil led by Congonhas. In 2023, Aena's international assets saw a spike in their value due to different reasons. And I'm going to only mention four. We had an increase in Luton's technical capacity, 1 more million passengers, up to 19 million passengers. We had the successful completion in Brazil, the territory where we had not been up till then. We, as I was saying, had the successful completion on time, on budget, and, well, the investments in all six airports in the northeast of Brazil.

Now, the third element I wanted to share with you is that we have now taken over the control without any incidents of the 11 new airports in Brazil. In Brazil, we're currently managing 20% of air traffic in the country. Fourthly, we filed with Brazilian regulators the mandatory investment for these 11 new airports. Among these 11 new airports, I wanted to highlight the extraordinary, difficult project of expanding and modernizing the Congonhas Airport, which is the second largest airport in Brazil. It is the most important airport for Brazilians. We are going to invest BRL 2 billion in that airport during the next few years. We are going to build a new passenger terminal that will double the current size of the airport's terminals. There will be 20,000 additional square meters for commercial space.

The airport's capacity is going to increase to up to almost 30 million passengers per year. It is doubtlessly the Aena's international project, the most important international project that Aena has. It is the most important renovation. I do think that this is the work that only a few airport managers could undertake because of its great difficulty. In all, in those 11 new airports that Aena has in Brazil, we will be investing in the next few years BRL 4.5 billion. Now, I will switch to economic results and our performance. You know that these economic results, financial results for 2023, have been set out in the financial statements that we submit to this general meeting for approval. We hope that we will get your approval.

In 2023, I wanted to remind you that Aena broke records in net profit EBITDA and debt reduction. And these results that were fantastic came hand in hand with a new management of airports. And it is something that is not usually highlighted as it should. And this allows us to be one of the best companies of IBEX 35 thanks to our benefits, our share capitalization. And also, you should know that in 2024, Aena will pay out the greatest dividend of its history. During the first quarter of 2024, I cannot really give you any specific financial data because the results will be published on April 30th. But I'm sure you can imagine that the economic results, financial results will be in line with the excellent behavior that air traffic has had during this first three months of 2024.

Let me now summarize 2023's financial results. The total revenue, total consolidated revenue, was above EUR 5.1 billion despite greater traffic, despite going back to activity. Our airport infrastructures, the OPEX, only went up EUR 127.6 million compared to 2022. This control of our OPEX is a consequence, first, of the strict control that was carried out by Aena's management and employees. We controlled the evolution of the OPEX. Secondly, because we really took advantage of the large purchasing power that the company has. Thirdly, because Aena decided to reduce its exposure to certain costs beyond our control, such as, specifically energy. Energy reduced, well, we reduced our energy expenses in 2023 with a EUR 121 million reduction. EBITDA was over EUR 3 billion. The consolidated EBITDA margin was around 58.8%. The free cash flow rose to EUR 2.2 billion.

And our net financial debt to EBITDA ratio was where we wanted it to be in the long term, which is around two times EBITDA. In this case, it is a bit over 2.1 times EBITDA. And this allowed for a record in our consolidated net profits of EUR 1.6 billion. As I was telling you, we hope to break that record in 2024. Now, with regards to the stock evolution, the evolution of the shares, we clearly saw that there was a tipping point in 2023. The shares of Aena, I believe, were, as other shares were being sanctioned by the pandemic. But in 2023, the company has actually been capable of getting rid of some of the dead weight. And the reasons why we were able to get rid of some of the dead weight were the following.

First, we returned to health, social, economic, calmness in general in the world, but in Spain most particularly after being able to overcome the pandemic. And secondly and this is very important to highlight the high intrinsic quality of Aena's airport assets and its professionals. This intrinsic quality was covered by a veil. I mean, investors did not seem to see that during the worst months of the pandemic. Thirdly, thanks to the deferred results of a management that was carried out during the long COVID period that involved the tough decision-making processes, unsettling and unpleasant decisions had to be made that are very much present in the memories of the managers and members of the Board of Directors and employees, Aena's employees who are present here today. And with time, we have seen that those decisions were actually the right ones.

Fourthly, the positive reception by investors and analysts of our strategic plan. All of this caused for 2023 to revalue up to almost 40% our shares. It was well above that of the IBEX 35 average, which saw a 22.8% increase and also above the evolution of our European competitors such as Aéroports de Paris that fell almost 7%, Vienna that went up a bit over 18%, or Zurich that went up a bit over 22%. The company's share capital on December 31st, 2023, represented 24,615,000. During the first quarter of 2024, our shares have risen 11.2%, an additional 11.2%. At the closing of the markets yesterday, Aena's shares were around EUR 174 and our share capital was around EUR 26.13 billion. This sets us as the sixth company of the IBEX 35 with regards to share capital. So we're the sixth company in the IBEX 35.

We are above, thus, some of the companies that are usually in the top of mind of any normal citizen who was born in the 1970s. The increase in the valuation of the company is taking place in a very specific chapter of our story. A few weeks ago, the North American bank, Bank of New York Mellon, decided, of its own accord, I mean, without the participation of Aena, to market Aena shares in the United States through a ADR program. ADR means that well, this means that Aena is part of this select club of Spanish companies that can be acquired in the U.S. that can be its shares can be can be traded in the U.S. by American investors that can only invest in the U.S. due to legal restrictions. They can only trade in U.S. dollars.

This club is made up of Iberdrola, Banco Santander, Inditex, or Telefónica. With regards to the dividend payout policy, you know it very well. This has been enshrined in our strategic plan. We will have an 80% payout that we will fulfill. This is a proposal of the Board of Directors to the general shareholders meeting. We want to pay out a dividend of EUR 7.67 per share. If this shareholders meeting approves it, the dividend will be paid out in cash on May 7th. Yes, exactly, on May 7th. But for that to happen, we require this meeting's approval. And let's talk about the action plan, the climate action plan. For a few years now, environmental sustainability has been a cross-cutting factor that goes through all of our Aena's activity.

After committing to this plan 3 years ago, we want to show our accountability with regards to this climate plan for 2023 before this forum. I want to say that in 2023, in this area, we reduced our own emissions by 70% compared to 2019. For 4 years in a row, we have been purchasing 100% re energy coming from 100% renewable sources. We have right now awarded handling licenses in Spain in a public tender. We have established a series of stringent environmental requirements. At the end of the day, these will allow for this activity to be developed with very few very low emissions in our airports. I also wanted to say that in record time, we have installed over 1,000 charging points in the Spanish airports. I'm talking about charging stations for e-vehicles.

I also wanted to talk about the expansion of the electrification of Aena's fleets. Finally, although this is a bit more bittersweet, slowly, due to cumbersome administrative procedures and due to the existence of bottlenecks in the transmission and distribution grid in Spain, we see a slow advance of our photovoltaic plan. I mean, it is making progress, but slower than expected. What's important is that currently, we have 10 airports in Spain that have access and connection rights, which in 2029 will provide most certainly 51% of Aena's consumption if we consider as a reference point that of 2019. I will now leave 2023 aside, and I will look towards the present and the future. We'll talk about the update of the strategic plan that we presented to the market a few weeks ago.

Actually, in 2022, Aena presented its strategic plan for the period covering the years 2022 till 2026. We did have some doubts when we thought of whether it was a good idea to present that strategic plan in November 2022 because at that time we were filled with uncertainty. But we still thought that the best path to follow for the company, for its shareholders, for its stakeholders, and more most specifically, for airlines, we needed to try and during that time of darkness have some sort of roadmap that would guide some elements for the future of the company. And I think that was the right decision. And I also think that for good reasons the year 2023 forced us to review that strategic plan because 2023 has overcome our expectations with regards to strategic targets.

And it has actually allowed us to get rid of some of the uncertainties that we had had in 2022, in November 2022, when we published our strategic plan. After having reviewed the strategic plan, I'd like to summarize what we have presented. We will reach 300 million passengers in Spain in 2025. And in 2026, we will be around 310 million passengers. If we take into account the international subsidiaries, consolidated in our financial statements, if we include, therefore, Luton and the 17 airports in Brazil in 2026, Aena will handle more than 1 million passengers per day worldwide. And this is actually a good motto. Aena will handle more than 1 million passengers per day worldwide. And something that is also important is to mention that we are very much preparing for the increase in investments that we will see in the period 2027 to 2031.

I'd like to take this moment to share a literary recommendation. In Aena, we're very passionately discussing a book these days, one of the books that I haven't considered the top economy books of the year by the Financial Times and The Economist, which is How Big Things Get Done by an economics professor from Denmark whose last name I will not pronounce right, I'm afraid, Bent Flyvbjerg. And I think that this book intends to share a series of recommendations which are based on empirical evidence, a broad base of it. And I think that partly they very well describe the way in which we do things at Aena. But in addition, it can also share some tips on how we can face up to the different actions to extend and enlarge our efforts in the investment period 2027-2031.

Now, on this point, once again, the area Secretary of state for transport, I'd like to thank Spain, the government of Spain and the Ministry of Transport for their support to the projects to increase the capacity of Spanish airports, which I think will extend air connectivity, bringing us into an increasingly interconnected 21st century, and also strengthen tourism as well as boost our country's economic growth and that of the countries where the international export airports where Aena is present are located too. And among the remodeling and extension projects, we have the following: the remodeling of Madrid-Barajas, Tenerife Sur, Tenerife Norte, and Lanzarote; the remodeling of Terminal 1 of Airport Josep Tarradellas Barcelona-El Prat; and the Palma de Mallorca Airport; and the future expansion projects of the airports of Málaga, Alicante, Elche, Valencia, Ibiza, Menorca, Bilbao, Santander, and Melilla.

And in order to make it clear, I'd like to underline that, in the region of Valencia, we will expand the airports of Alicante, Elche, and Valencia. This is something that was mentioned by the Ministry of Transport a few weeks ago. We will share further details in upcoming weeks and months. Now, obviously, for the rest of airports that I haven't mentioned, DORA will also include the investments needed by these airports for the adequate performance of its activity. We have also started working on the major expansion of the largest airport in the hands of Aena, the airport Adolfo Suárez Madrid-Barajas. And this is a very important enlargement project. And I think the importance of this project is reflected on the announcement of the president of Spain, Pedro Sánchez, in the last trade fair of FITUR.

This will go to reinforce the formidable hub that the Madrid airport already is, an airport that links Europe and Latin America. I'd like to for a moment speak on the project of enlargement of Josep Tarradellas Barcelona-El Prat, which won't come to fruition. But this is different to the project for the Terminal 1 of said airport. I still think that the refurbishment of this project is an essential project for Barcelona and also for Catalonia and a fundamental project also for Spain for the competitiveness of the economy and well-being of the citizens of Barcelona, Catalonia, and Spain. In 2024, we will clearly see that the airport is reaching the technical limits for capacity. Without the support of the regional government of Catalonia due to environmental reasons, we cannot expand this airport.

For a Catalan citizen like I am, it's unfortunate to see the lamentable contrast of the bustle and brilliance of a Madrid hub expertly expanded to 90 million passengers and the dull stagnation of the Barcelona airport. It is well known that in 2021, unexpectedly, the government of the Generalitat of Catalonia blew up the agreement with the Spanish government to expand this airport. It goes to show the importance that this issue has in Barcelona and Catalonia, that this discussion has been kept alive. And I'd like to thank the worthy contributions that the different entities have made to this discussion by the Foment del Treball, Barcelona Global, and the Cercle d'Economia.

And I'd also like to refer to the statements made by the European Commissioner for Transport, Adina Vălean, at the last Mobile World Congress, for the statements in which she openly supported the enlargement of this airport. And one final comment, which I think is also important. Aena's aeronautical engineers are unanimously considered the most reputable in the world. I'd like to repeat this once again. Aena's aeronautical engineers are amongst the most prestigious in the world. Consequently, the only thing that comes to mind when I review some of the colorful and tearful proposals on Barcelona's airport enlargement project, that have been publicly presented in Catalonia in recent years outside of the scope of Aena's engineers by the way, the latest was last week, by the government of Catalonia.

I repeat, the only thing that comes to mind is an old admonition by Manuel Azaña, which is the following: "If every Spaniard spoke only of what he knows, there would be a great national silence that we could use to study." Allow me to continue speaking on the real estate activity and the commercial activity. Our forecasts are quite good compared to 2019. We expect to increase commercial and property revenue by 48% compared to 2019. This would be in 2026. And commercial revenue per passenger would be increased by 32%. International activity is a priority. And our priority is indeed to consolidate assets that are already owned by Aena. And I'm talking about concessions, international concessions. And our objective, our soft objective is to increase the contribution of International EBITDA to 15% of Aena's total. And once again, this is a soft target.

It's a contingent target, because it is subject to the stringent analysis filter performed by Aena, which assesses the intrinsic quality of the airport's economic and financial aspects and the regulatory quality, including country risk. If the international projects analyzed by Aena do not generate value for our shareholders, we will discard them. We are indeed doing it without hesitation. Now, about sustainability, you know that all stakeholders in air transport have concluded that the greatest challenge that we must face up to in future decades is decarbonizing our activity. In Aena, we have a climate action plan, a sustainability strategy. We have the 2050 horizon, and the air transport industry goal of net zero. And a few years ago, Aena brought this objective forward to 2040. With this strategic plan, we have a leap of 10 additional years.

So our Net Zero is to be met by 2030. I am convinced that, on the one hand side, with the advances that have already taken place in air transport in the field of emission reductions, followed by the renewal of airlines fleets with airplanes that are increasingly less pollutant, secondly, with the improvement of efficiency Enrico Mauro knows this very way very well, the improvement of efficiency of air navigation services, and finally, the raising of the EU's en gas environmental bar. This will enable the unstoppable increases in global air traffic and the gradual decarbonation of air transport to net zero by 2050 to be managed. The upgrade of the strategic plan from the economic and financial perspective boils down to three big targets.

From the standpoint of consolidated EBITDA, the target would be to increase it by more than 20% compared to 2023 by 2026. We will sustain the EBITDA margin of the group's Aena SME at around 59%, which has already been reached thanks to the control of OPEX and despite the inflationary pressures that persist. Finally, we will maintain a net debt EBITDA ratio of around 2, a level that we have already reached. Now, let me move on to the last part of my presentation. In this last section, I'd like to begin by speaking about corporate governance. According to the recommendations of the CNMV's Good Governance Code, more than 50% of the members of the Board of Directors were women in 2023. In the year close, 10% more; in addition, 50% of our directors were independent.

And I'm talking and I'm looking at Begoña Gosálvez here. I think that our commitment to gender equality was recognized by several awards that were granted to us. And I would like to also mention that in 2023, the company complied with most of the recommendations for good governance of the Good Governance Code for listed companies with the exception of directors' remunerations, which are subject to public sector regulations. Now, during 2023, the company reviewed and adapted its corporate governance system to the various legislative changes. For instance, we modified the articles of association and regulations of the Board of Directors, in compliance with the resolutions adopted at the general shareholders' meeting held in 2023. More than a dozen corporate governance policies were also modified. And the regulatory compliance system was adapted to law to 2023.

Also, I'd like to share a brief reflection on the new management structure for Aena, which came into effect in February 2023. And I did explain that generally, in this very general shareholders' meeting, a year ago, and I'm very happy with the new management structure starting by my right. In the Board of Directors, we have the First Vice Chairman, Jaime Terceiro, who is also the Coordinating Director and who exercises frequently—I can attest to this—a healthy counterbalance function in a very unique ownership structure because there is a clearly dominant shareholder that owns 51% of shares, which is the government.

In the executive arena, we have the role of Executive Vice President, which in addition to providing different advantages, it's proven to be also a way of making better use of the fertile professional wealth of what, in my opinion, is one of the best in the world airport sector, Javier Marín. As a side note, and I'd like to mention this so that we can all smile about this, in the first draft that I requested from the Executive Vice Chairman, I spoke in singular. I talked about the best manager. But, rightly so, possibly, Javier Marín recommended me to expand this reference due to practical reasons because it's impossible for you to know all the managers in the world. I followed his recommendation, but I did not change my opinion.

Precisely, one of the people who have been historically working, together with Javier Marín and the general director of airports, Elena Mayoral, has recently been recognized as the Engineer of the Year 2024, the best Engineer of the Year 2024, by the official College of Aeronautical Engineers of Spain. This goes to show the quality of our directors and our workers. Now, I'd like to talk about compliance now and talk about the alleged criminal behavior of a former advisor to the Ministry of Transport, which has been widely reported in the media in recent weeks and months. I want to make it clear that none of the alleged illegal actions affect Aena.

I'd also like to take a moment to underline that Aena has a robust regulatory compliance system that, firstly, greatly mitigates the risk of noncompliance with the law and, secondly, guarantees before third parties and before judicial and administrative bodies - for instance, the Court of Auditors - that do preventive control this exercise over the company's employees, executives, and management bodies. Especially in the area of procurement, our strict procedures, often criticized by, rightly so perhaps, by some bidders for their rigidity, mean that awards are often made on an objectivity basis. We have a great rigidity, but the system is nonetheless very robust. I could have avoided reflecting on this alleged corruption case. But I'd preferred to allude to our regulatory compliance system, the company's good governance, and the integrity of our employees and management team.

In terms of social sustainability, it is clear that environmental, social, and governance aspects are increasingly important. They're a part, a structural part of the agenda of the Board of Directors of Aena. Over the course of 2023, Aena maintained its commitment to the social sustainability of the communities that host airports, supporting vulnerable groups, promoting, among others, education and research. I'd like to underline two milestones in terms of ESG in 2023 that define our right doing. Firstly, that Aena has been included for the first time ever in the Dow Jones Sustainability World Index. And secondly, our continuity in the prestigious British index, FTSE4Good. With regards to the agreements that are to be voted by this general shareholders' meeting, the Secretary general will subsequently go through all of these topics.

It is my turn to simply state my recognition and my thanks to the directors, Pilar Arranz, Ángela Paloma, and Marisabel Badía, who decided to resign at the end of 2023, beginning of 2024. They did it very well. But I would like to sincerely thank the dean of the directors of Aena, Pilar Arranz, who was a great support during the whole process of decision-making at the Board of Directors for a very long time, for many years. To fill these vacancies, we propose to this meeting that we ratify the appointment of Beatriz Alcocer, Ainhoa Morondo, and Ángel Faus, who have been appointed following the cooptation procedure and who have a long experience in the public sector, in the transport sector, and communications as well. And I think that they will be a very valuable piece in the structure of Aena.

And we finally, as we have explained today, we are submitting to the vote of this meeting, the Climate Action Plan update that has a consultative character to it. So I will start concluding now. 2023, a year we leave behind, has been an outstanding year. The year 2024, we are convinced, will be even better. With that objective, we have updated our strategic plan for 2022-2026. I've said it previously, and I would like to repeat it here today. I think that we deserved it. But to be quite honest, it's true that the company is going, during this stage, through a sweet stage with record figures, with a very good functioning of the airports, with an important presence in Brazil, and with a growing prestige of the Aena brand. I do hope that this sweet moment that we do deserve will be long-lasting.

And not only are we aware of the importance of air traffic, but also the double responsibility that Aena has in the territories where our airports are based. We know that we have a responsibility with the societies of those territories. And this twofold responsibility is fighting against climate change on the one hand and, on the other hand, generating jobs and wealth. In the mid to long term, we have to manage to fly more by polluting less and try to completely decarbonize our activity, the activity of air transportation, in 2050. Although sometimes we might forget that this is the case, in 2024, we have technically gone through the first quarter of the 21st century.

Nobody reasonable could think that in a prosperous country, no one who's reasonable would think that we can work without good air traffic infrastructures because airports put in contact employees, workers, technologists, researchers. Spain is fortunate to have thanks to a long period, many years of having a vibrant and highly competitive air transport system based on high-quality and efficient airports. So let us take advantage of those airports we have. We are coveted by many other countries. As a professional economist, I still do not understand how there can be people who really seriously think that human activity can be decarbonized without vigorous economic growth, let alone economic degrowth. Personally, I've said it previously, being the first executive of Aena, it represents to me the highest professional honor. I joined the company in 2018.

And since then, the employees, the managers, the members of the Board of Directors, we all have gone through very tough times with gritted teeth until this current sweet period, which, as I said, I hope will be long-lasting. From the point of view of my relationship with you, the shareholders, if you maintain your trust in me, you know, thanks to the experience we've had together, that the maximization of the company's assets value will continue to be at the forefront of Aena's priorities. And this priority is shared by the whole management team and the Board of Directors. And finally, I would not want to end without thanking all of the company's employees' daily work without whom such good results in 2023 would not have been possible. It simply would not have been the case. And obviously, it would not have been possible.

We would not have had this 2023 without the shareholders who continue to place their trust in the company. But I do think that in exchange, we are proving, and we will keep on proving, that Aena will not let you down. Thank you very much, ladies, gentlemen, for your attention.

Muy bien.

Very well. I think that it is for me to keep on speaking, although now I don't have much breath left. But before we start with the round of interventions, I would like to inform you that at this moment, we are closing the time for shareholders to ask for the floor. And I will now give the floor to the Secretary so that she may share with us the final attendance results and participation to the board.

Elena Roldán
Board of Directors and General Secretary, Aena SME SA

Thank you, Mr. Chairman, having created the list of attendance with IT tools.

The final attendance quorum is as follows. Present, in this room, there are 137 shareholders, holders of 77,514,472 shares that represent 51.6763% of the share capital. We have represented here 303 shareholders who own 52,192,353 shares that represent 34.7949% of the share capital. Out of the shareholders present here today, 121 own 1,013,064 shares who have voted online. The share capital present or represented with voting rights is EUR 129,706,827 represented by 86.47% of the share capital. Therefore, the attendance quorum exceeds 50% of the subscribed shares that have the right to vote as established by Article 22 of the company's bylaws for the valid constitution of the shareholders' meeting on the first call. Thank you very much, Mr. Chairman. I give now the floor to the Chairman. Thank you very much.

Fernando Sánchez-Arjona Bonilla
Secretary of the Audit Committee, Aena SME SA

In accordance with information provided by theS ecretary and since there is sufficient quorum in accordance with the provisions of the law and the bylaws, I ratify the valid constitution of the Ordinary General Shareholders' Meeting of Aena at the first call since the legal and statutory requirements for this purpose have been met. Likewise, I confirm the existence of existing quorum to deliberate and adopt the resolutions on all the matters included in the agenda of this meeting.

Pursuant to the provisions of the regulations of the Mercantile Registry, I hereby give the floor to the notary so that he may address the meeting for the purpose of verifying the possible existence of reservations or protests by any shareholders regarding the above statements made by either me or the Secretary regarding the number of shareholders attending the meeting, the capital present and represented, and the valid constitution of the general meeting.

In accordance with the provisions of Articles 101 and 102 of the Regulations of the Mercantile Registry, as notary of the general shareholders' meeting, I hereby advise that if any shareholder wishes to express reservations or protests regarding the statements relating to the number of shareholders in attendance or the capital present, as well as in relation to the valid constitution of the general shareholders' meeting, they may do so from this moment on through the button under the heading "Register Objection" that appears to the left-hand side of the screen in the case of shareholders connected online or at this time at this table so that we may reflect it in the minutes. Thank you very much. Since no shareholders want to express their reservations or protests, I will now give the floor to the Chairman.

Maurici Lucena Betriu
Chairman and CEO, Aena SME SA

Very well. Next, we are going to give way to the turn of interventions of the shareholders physically present here today. I do know that only one shareholder has asked for the floor. I will state his name in a few seconds. I ask the shareholder who asked for the floor to state his name or her name at the beginning of their intervention, the shareholders that they represent, and the number of shares either belonging to them or belonging to the people they represent before they start their intervention. Please take the floor at the stand when you are given the floor. I would appreciate if your interventions could be as concise and brief as possible. You have time of 5 minutes allotted to you. You have been given 5 minutes.

I ask you to please refer to the points in the agenda or other points that are legally allowed related to the information that the company has made public and that is to be found in the repository of the CNMV. And finally, I would also like to inform you that I am going to answer the question in principle. I intend to answer to the question. But if I need to complement the answer, I could maybe ask some directors of the company, some members of management, or if needed, because of the specificity of the question, we might give ourselves the time to respond within a period of seven days after this meeting in writing. I give the floor to the only shareholder who has asked for the floor, whose name is José Antonio del Barrio Colmenarejo.

I ask him to please stand next to the microphone and take the floor.

[Foreign language]. Good morning, Mr. Chairman, directors, members of management, and to all the employees working for Aena SME S.A.. I cannot let this moment go by during this general shareholders' meeting without congratulating you for the amazing work carried out not just during 2023, which has been a record-breaking year, but during the previous years as well, ever since you were first listed in the Spanish Stock Exchange. I ask for a big round of applause for all of you. [Foreign language]. Mr. Maurici Lucena, 2023 has been a record-breaking year. All of Aena's records have been broken. We have achieved a benefit of EUR 1.6 million, 81% greater than what was obtained in 2022, and 13% greater than what we obtained in 2019 before the pandemic.

Secondly, you have broken the historic year of, of passengers with 283 million passengers. And thirdly, which is also a very important record, we are close to our historical maximums that were, met in 2017 in the Stock Exchange. EUR 26 million is our current value. We are the first, company in the ranking within our sector. I'm going to ask you, with this information, with this data, to please take the floor and, and tell us something about 2024 because we are having better results, better trends than 2023 up to here. I know that you do not have a crystal ball, but I have to ask you, where do you think that the, share price will end up at the end of 2024? Mr. Maurici Lucena, I have another question for you.

Will Aena keep on paying out the dividend of 80% of the net of the benefits in the next few years? Mr. Maurici Lucena, I'm going to ask you, the development of the airport city, 320 hectares in Madrid and the new tenders, where we are going to compete to get the management of new international airports, how is it going to be done, with goodwill or by issuing debt in the markets issuing debt in the markets? Mr. President, Mr. Chairman, Mr. dear directors, I am glad to see that you're courageous to, in 2023, go before the courts to fight against the tariff deficit that has been denied to us and that caused us great losses due to the extraordinary services that were to be paid due to COVID-19.

I'm sure that this issue will take a long time to be resolved, but I am sure that there will be a reward at the end of the path because where there lies truth, those that fight for it will get it. Thank you very much.

[Foreign language] . Very well. I will refer to the intervention. And what I would like to do now is now that the round of interventions is closed and confirming with the Secretary that there are no other shareholders who may have asked for the floor either online or in the room, we are going to proceed before we answer your question to show a video, a video that focuses on environmental aspects.

Flying makes us better. It allows us to get to know other cultures and territories, to understand other ways of life, to respect them, to admire them.

Speaker 4

Thanks to aviation, we have managed to make the world a more tolerant place. Today, we can travel anywhere in the world. We can do so with a peace of mind that Aena and the air transport industry have been working on for many years with the latest technological advances so that we can do this in a more sustainable way. Air transport has always been at the forefront in innovation and efficiency, overcoming technological barriers that seemed unattainable. That is why we know that we will be able to operate with the utmost respect for the environment. At Aena, we have designed an ambitious sustainability strategy and have taken the lead in promoting the sustainable aviation revolution. Airlines, aircraft ground handling services, and all other players in the air transport ecosystem have now joined us in this challenge.

Our main objective is to tackle the fight against climate change head-on by progressively reducing carbon emissions. Our climate action plan sets out the roadmap for achieving carbon neutrality by 2026, and we have increased our commitment to tackling climate change by bringing forward the achievement of the net-zero target to 2030. One of the pillars of the climate action plan is the use of renewable energy, 100% renewable electricity and thermal energy throughout our network of airports in Spain. Photovoltaic installations at airports with the greatest availability of land and degree of harnessing of solar energy and geothermal and aerothermal installations at our main airports. We promote the use of sustainable fuel among airlines for their aircraft. This year, almost all of the vehicles serving the aircraft will be sustainable.

We encourage the use of public transport and more sustainable private transport to and from airports with an expanded network of electric recharging points and greater environmental requirements for private hire cars and rental cars, pricing in car parts or discounts for vehicles that access them with a zero-emission environmental label. We coexist with the territories where our airports are located, monitoring, controlling, and minimizing the noise of operations and soundproofing the nearest homes. We also manage water and waste responsibly, promoting the circular economy and protecting the biodiversity of our environment. Because we need to and must travel and discover new places and develop us an increasingly tolerant society among all of us who inhabit the world. At Aena, we put all our energy and effort into ensuring that communities and their peoples can remain connected without endangering the future of our planet. Aena, airports for you.

Ministerio de Transportes y Movilidad Sostenible.

Maurici Lucena Betriu
Chairman and CEO, Aena SME SA

Muy bien. Retomo la. Okay. I'll take the floor once again, and I will answer the only intervention by José Antonio del Barrio Colmenarejo. First of all, dear shareholder, I want to thank you for your recognition to the work carried out by the Board of Directors, by the directors, and the employees of Aena. We always, we always thank you. We always thank that sort of recognition, and even more so when it comes from a shareholder. And we should add that we have to thank you even more because of where we come from, if we remember the dark moments that we went through during the years 2020, 2021, and part of 2022. So I really thank you for your comments. And I'm going to try and organize my answers following your questions. I will try to follow the same order.

First of all, you asked me about the share price for Aena at the end of 2024. Well, I'll answer with humor because María Gómez, my communication director, always tells me not to do it because it can be misinterpreted. But I will do it because I think you'll understand me. If I were capable of knowing where the share price will be at the end of the year, I think that instead of being called Lucena, I would be called—I would have the name of one of those important financial sagas, Medici, Rothschild, Buffett, Horn—I don't know. But I do not know what to tell you.

The only thing that I do think is relevant here is that when we analyze every morning the summary of what the investors write about Aena, if we do an average of what they say currently, analysts, investors think that a reasonable price for the share would be of around EUR 200. We're currently around EUR 175. We also know that financial markets do not just evolve according to the intrinsic value of a company, but also there are other aspects to be considered, some of them macroeconomic, other geopolitical, the evolution of the economy, the unemployment rate, the interest rates, inflation rates. I don't know. The EUR 200 is the average of what others say. I think that that could maybe be an amount that we could consider.

Secondly, with regards to the payout, well, the payout, I think that it's a very attractive payout that we know of. It's the most attractive payout if we compare ourselves with our peers, the other big airport managers worldwide. So we will continue offering that payout. And we think that months or years have to go by before we update that objective or we revisit that decision. But beyond the fact that that payout is included in our strategic priorities, you know, that the Board of Directors and the general shareholders meeting every year on a yearly basis, if things are not going well or not as expected as it happened during the pandemic, we could review our objective. And there could be other elements that I do not see coming and I do not see in the horizon that could push us to review that payout percentage.

Now, as for the third question that you were asking me regarding the airport city of Madrid, I will refer to what I said previously. I think that we have, we have been analyzing for a very long time the way in which we should make these assets profitable because we know that these are, precious assets. They are scarce in the area of Madrid. They're very well connected, and there is not much discontinuity. So these are extents, plots of land without any natural barrier or without any problem with regards to the, transport combination. But what we have to do is, on the one hand, understand that the these, these plots of land should be worked on hand in hand with the aeronautical evolution of the airports. It should not be done, independently, independently. We see that in France, in Paris, in London, in Frankfurt.

We know that airport cities, linked to the biggest airports in the world, have usually been evolving at the same pace or following the same line of the main activity. That is what should happen in Madrid as well. It was announced in the media, and I confirm it, that part of the airport city of Madrid that was to be dedicated to logistics has now been reconfigured and will be dedicated to loading activities. Why? Well, because we know that the loading activities in the airport of Madrid require that, and it is profitable from a financial standpoint for us. I think we will have good news in the field of airport city of the airport cities in the next few years or maybe in the next five years or in the next decades.

But we mustn't expect from this business activity, from this business of Aena, as they usually say colloquially in the investors' world, that it will really change the path of the company. So this is not something that can be compared to the aeronautic activities or the commercial activity as if we consider it globally. Now about the new international concessions. We are only going to go into projects that have a positive economic financial analysis result, from the standpoint of the asset quality, intrinsic value, etc. We'll only go into projects that add value to the shareholders of Aena with a net positive balance above the value that we consider to be the minimum value that they should provide for Aena. This is the requirement.

Every single week, we are seeing that in the world of airports and they are, to understand that, of course, we have analyzed that at Aena. That means that we're very stringent and strict in our analysis. When we go into an asset, we seek an optimal combination of using Aena's capital and supporting it with debt, perhaps. And, of course, in international projects, there's normally debt involved. In general, in normal economic times, debt is worth less than capital. And more so if you have a reference, like the one in Aena, which is a clear cost of capital established by the regulation. But having said so, in each structure for an international project, what we do is to try and optimize at that very moment in time.

I think that the late José Leo was very much an authoritative voice to ascertain what was the right combination between equity and debt. In the Board of Directors, we have very experienced individuals in this arena, like the first vice president, Jaime Terceiro, the president of the audit committee, Tomás Varela, Leticia Iglesias, among other directors whose background in economics makes us very suitable choices. But right now, I can't. I could not tell you what would be the optimal capital or equity-debt mix. Now, about the charge deficit. The company, of course, without overreacting, we have done now what we had to do. This is why I'm thankful to the government, which owns the 50.51% of the shares of the company.

I'm thankful to them for having accepted, for having accepted this because, without their approval, we couldn't have done it. And I think it's something that, that speaks highly of how the government understands the way in which sophisticated instruments must be managed, unique instruments in the public sector like those of Aena. And it also speaks highly of the legal certainty behind the Spanish economy because, at the end of the day, this is something that is very specific and that is part of an analysis of the legal certainty that is present in Spain. And we are all very much satisfied, and we will see how things hold in coming months. And that's all for me. That's, that's the answers that, that I wanted to give you and that I hope have met information that you sought in asking your question.

Now we'll move on to the next point, because having concluded the round of interventions, after my answer, we now begin with the voting process and the proposed resolutions that have been formulated by the Board of Directors, which are submitted to the approval of the general shareholders' meeting of Aena. For the organization of the vote, I give the floor once again to the Secretary.

Elena Roldán
Board of Directors and General Secretary, Aena SME SA

Thank you, Mr. Chairman. We shall now proceed to the vote of each of the items on the agenda. The meeting is hereby informed that in accordance with the provisions of the meeting's regulations, the proposed resolutions formulated by the Board of Directors are deemed to have been read for all purposes since they have been available on the company's website from the time the meeting was convened.

Notwithstanding the foregoing, and for the purpose of clarity, I shall now briefly summarize them. I hereby inform you that document has been delivered to the notary public containing all the proposed resolutions formulated by the board to be recorded in the minutes. I also inform you that in accordance with the provisions of the meeting regulations, votes in favor shall be considered by default, those corresponding to all shares present and represented after deducting the votes corresponding to shares whose holders have voted against in blank or have expressly stated their abstention through the means provided for such purpose.

Shareholders who intend to vote against blank or abstain and who have not done so up to this moment are requested to please indicate it now through the application enabled for such purpose in case of them, attending online or through the notary's table for shareholders attending in person by delivering the cards that have been provided to them at the entrance control and which they must expressly indicate their vote against blank or abstention in relation to each of the proposed resolutions. The notary public shall record such votes in the minutes.

I will now summarize briefly the proposed resolutions to be voted on, following the successive items on the agenda.

First, examination and approval, as the case may be, of the individual annual accounts, balance sheet, profit and loss account, statement of changes in equity, cash flow statement, and annual report, and individual management report of the company for the year ended in December 31st, 2023. Second, examination and approval, if applicable, of the consolidated financial statements, balance sheet, income statement, statement of changes in equity, cash flow statements, and notes to the financial statements, and the consolidated management report of the company and its subsidiaries, however, for the year ended on December 31st, 2023. Third, examination and approval, as the case may be, of the proposal for the application of the company's profit for the year ended in December 31st, 2023. Fourth, reclassification of capitalization reserves, to voluntary reserves. Fifth, examination and approval, if applicable, of the statement of non-financial information, NFI, for the year ended December 31st, 2023.

Sixth, examination and approval, if applicable, of the corporate management of the fiscal year ended December 31st, 2023. Seventh, composition of the Board of Directors, ratification of appointment by cooptation and reelection of directors. 7.1, ratification of the appointment by cooptation and reelection of Ms. Beatriz Alcocer Pinilla as proprietary director. 7.2, ratification of the appointment by cooptation and reelection of Mr. Ángel Luis Faus Alcaraz with the category of proprietary director. 7.3, ratification of the appointment by cooptation and reelection of Ms. Ainhoa Morondo Quintano as proprietary director. Eighth, voting on a consultative basis of the annual report on directors' remuneration corresponding to the fiscal year 2023. Ninth, voting on a consultative basis of the updated report on the climate action plan for the year 2023.

Tenth, delegation of powers to the Board of Directors for the formalization and execution of all resolutions adopted by the Ordinary General Shareholders' Meeting as well as to substitute the powers received from this GSM and for the elevation to public instrument interpretation, correction, supplementation, development, and registration. I hereby inform you that as of this moment, the voting on the resolutions of this meeting is concluded. Likewise, and in accordance with the provisions of Article 528 of the Capital Companies Act, we inform you that the Board of Directors agreed at its meeting held on April 20th, 2023, to amend the Board of Directors' regulations. The new text has been made available to the shareholders prior to this general shareholders' meeting. I remind you that it's not necessary to vote on this item. I give the floor once again to the Chairman. Thank you very much, Ms. Secretary.

Maurici Lucena Betriu
Chairman and CEO, Aena SME SA

Dear shareholders, having concluded the voting period, I inform that all the proposed resolutions were approved by more than the number of shares required by law or by the bylaws for the valid approval of the resolutions. Consequently, all the proposed resolutions formulated in the agenda have been approved. I once again give the floor to the Secretary.

Elena Roldán
Board of Directors and General Secretary, Aena SME SA

Thank you, Chairman. The resolutions approved and the results of the votes will be made public in the general shareholders' meeting website five days after. I'd like to also mention that the minutes—we inform you that the minutes of the meeting and notarially are approved in accordance with the Capital Companies Act and the regulations of the Mercantile Registry. Thank you very much for your attendance. I finally give the floor to the Chairman.

Maurici Lucena Betriu
Chairman and CEO, Aena SME SA

Before declaring this general shareholders' meeting closed, I would like to thank you on behalf of the Board of Directors and Aena, on my own behalf, for attending this general shareholders' meeting. I would like to thank you all, especially the shareholders, for the trust that you have placed in this great company. Thank you all very much. Without further ado, this meeting is adjourned.

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