Aena S.M.E., S.A. (BME:AENA)
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Apr 27, 2026, 5:39 PM CET
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AGM 2023

Apr 20, 2023

Maurici Lucena
Chairman and CEO, Aena SME

Dear shareholders, after this video that gives an very clear idea of what Aena is today, I welcome you to the ordinary general assembly of Aena. I give the word to Elena Roldán, Secretary of the Council and of this general assembly, so she can inform about the development of the shareholders meeting and the way of the right to exercise their vote.

Elena Roldán
Secretary of the Council, Aena SME

Thank you, Mr. President. Dear shareholders, good morning. This call today has been published in the Stock Market Commission, in the website, and the Expansión newspaper of 2023. This call informs the points of day in order to provide more agility on today's agenda. This shareholders meeting is celebrating hybrid method. That means in physical presence of the people in the room and online from the shareholders that use all the regulations in order to be online.

This meeting is being recorded and streamed through our corporate website. This recording will be available in the website. There, you have information about the legal applicable law of the recording, as well as the terms and conditions of the rights in the meeting. In order to assure the participation of the shareholders, the company has enabled all necessary methods so everyone can validate and assign a vote, assist online in the voting, create questions, and vote online. On the other hand, I remember that the people that are here online and that wish any clarification about the points of the agenda must identify themselves and register themselves in the entrance by providing their ideas in paper in the entrance. In regards to interventions of the people that are online, there is no request for intervention. From the publishment of the date, the information has been in...

available in the legal address and as well as the corporate website, all the legal documents for this General Assembly, including other documents such as the proposals, the reports of the Council, and documents to the and yearly accounts. The idea was that this Assembly was celebrated in the first call, as it is done today. Thank you. In accordance with what is established in the law and Act of Capitals, the Council of Administration has agreed the presence of a notary in this Shareholders Meeting. To such, we have the notary of Madrid, Manuel Gerardo Tarrio Berjano , who I give the word so he can inform about this procedure.

Manuel Gerardo Tarrío Berjano
Notary of Madrid, Notaría Manuel Gerardo Tarrío Berjano

Thank you very much. In today, the Act 390 of today, the requirement done by Doña Elena Roldán Centeno in the exercise of the Administration Committee, in compliance with the law, assists in this General Assembly of Shareholders, I give by start the meeting. I have been capable enough to see all the documents are in compliance. This meeting may and shall begin.

Elena Roldán
Secretary of the Council, Aena SME

Thank you very much, notary. I provide the word to the secretary who will inform you in regards to the constitution, the creation, and the quorum of this meeting. Thank you very much, Mr. President. In accordance with the legal status in the rules of this meeting, Maurici Lucena Betriu, President of this meeting, me, Elena Roldán Centeno, Secretary of the Council. Also, in the Board meeting, the rest of the administration council is being part here. In accordance with what is happening, I hereby declare the start of the meeting. The social capital is EUR 1,500 million, divided in shares of EUR 10 each that belong to 1 single entity. Now, I will call upon the pre-forecast of the meeting. The provisional quorum is as follows.

Here are present 182 shareholders, holders of 77,697,874 shares, which equals 51.7986% of the s-shares. There are 294 people being represented in the meeting. Holders of 53,884,491 shares. Holders of 35.9nin-23% of shares. These people have chosen online voting. 474 shares, which is an equivalent of 87% of the shares, which equals... The quorum of a system is over 50% of the social capital subscribed in compliance with the social status article 22 of the social status. For the first call of the meeting, I provide the word to the president.

Maurici Lucena
Chairman and CEO, Aena SME

Thank you, Secretary. In accordance with the information provided by the secretary, as we have a provisional quorum in compliance with law and the social status, I declare the validation of this Shareholders' General Meeting in a first call, as we are all in compliance with the status of the meeting. I give the word to the secretary in order to read the development of the rules established by the Council of Administration in accordance with the General Assembly.

Elena Roldán
Secretary of the Council, Aena SME

Thank you, Mr. President. I proceed to read the development of the rules to which I have provided a copy to the notary. The people that wish to intervene in General Assembly and request further information or clarification in regards to any of the points of the day or other legally established or proposed and answer can do so now.

They must identify themselves in the shareholders meeting that is next to the notary office, expressing their name and last name, and in the case, the name that they represent, the number of shares that they are holders of, and the shares they represent. If a shareholder wishes to register their name in this meeting, this must be submitted to the notary in order to see this in... If there's an intervention with the shareholders, the questions will be answered by the president, the council, or anyone from the society assigned by the president, as long as the information is available at that moment. The rest of the questions may be answered within the seven continuous days of this following meeting. The notary has had access to the reception methods to comply and have written in the act all necessary information.

I'll summarize the proposals from the administration committee that will be submitted for voting. First of all, the proposals in accordance included in the point of the day and after, if there were, their proposals within the celebration of this meeting. Once agreed a proposal, there will be automatically approve all those related to them. The shareholders that are online and that are registered with this process and that have connected virtually to the meeting through the corporate website within 9 and 11 of today can submit their vote through the platform with the form that is established online until the end of the reading of the points of the day through the name votacion on the website. The people that are online and issue their vote online in the established terms of the call will be considered as present in regards to the constitution of the meeting.

The anticipated vote that they have done in the General Assembly will be understood as revoted. We hope that the summary has been good enough, I provide the word to the President in order for him to provide his personal report.

Maurici Lucena
Chairman and CEO, Aena SME

Thank you, Secretary. I will present a report that I hope is of great utility. Let's show the first slides. Very well. Ladies and gentlemen, in my behalf and the administration of Aena, I salute everyone, I welcome everyone to the Shareholders General Meeting, as well as to the people that are here and to the people that are following us online. I want to provide a specific hello to the public entities that are here with us. In representation of the main Shareholders Meeting, I want to say hello to the representative of the Ministry of Transportation.

Like I said before, I want to thank the assistance of the people that are online are here, which is in fact the first online meeting or the first meeting of Aena with the new normal after the pandemic. I'll begin my intervention talking about this cannot be qualified in any other way, the recovery of air traffic from 2022 with the effects. I will talk about something for the company about last year, the presentation of the strategic plan that covers the period 2022, 2026. I will review the economic results for Aena in 2022, I will finish with the agreements that this general assembly must consider before proceeding for voting. I begin with the activity, with the air traffic activity, 2022.

After 2 years, which have been very hard, year 22 really surprised us, everyone, and this time it was positive. In comparison with the other, the prior 3 ones that the air transport traffic did not meet the expectations. The recovery, as you all know, was especially quick after the second quarter, after the last punches of Omicron and even it temporarily collapsed with the war in Ukraine. Yes. After seeing the traffic of 2022 and adding it up to the volumes of the years of 2019, the pre-pandemic years, we can say that Aena is the infrastructure administrator in the world in regards to volume of people. I would say we're one of the few Spanish companies in this enormous world that we live in which we are leaders. We are leaders in the activity we develop, in this case, of our aeronautical services.

In comparison with other European services, with our competitors, the recovery has been excellent. It has been enormous, and it was also quicker than our competition. I think this will also be seen in several of the points that we talked about. In regards to services, everything has been extremely positive, more than half. I'm telling this because our growth has been quicker for doing things good and for doing things better, even with the volume of traffic in its return in regards to our competition. Just a few information. In 2022, in comparison to 2019, Aena recovered over 80% of their activity. ADP, the French group, recovered almost 81%. Fraport, 78%. Heathrow, in London, 76%, and Zurich, 71.6%. It is difficult to see specifically why Spanish, our company created an oasis within this problematic in Europe.

I would also like to stand out, things that we think happened. First of all, I think also some people think about this, that the previous preparation, this very difficult preparation caught us in a good time in order to arrange and organize the air traffic that returned. It's true, on the other hand, as a second indicator, that the network model was also effective in when we deployed the company's management in the second part of 2022. Third, we have to say it like this, the professionalism of our employees, of our directors also made a difference. Fourth, the labor regulations, both specific and general, helped because it helped to retain several workers that in other countries, they changed industry, and they never came back.

Last but not least, the decisions taken by the Spanish government and the labor incentives that extended furthermore than in other countries helped retain these workers in the air transportation industry. These decisions were key in order to establish a good return of air traffic. This helped to reestablish the extremely good recovery. These decisions and these actions presented by Aena prove the know-how of the company. The view of the other people from our company, I think we perceive also that good perception from other people, because other people have told us, you know, when they travel in Europe, they really saw the difference, and the only thing they saw working was the Aena airports. This good practice, I think, is not subjective. I think it has been recognized by several analysis companies.

For example, Aena was assigned the best air terminal in regards to the terminal facilities from Skytrax and Airports Council International, ACI, has awarded seven airports of Aena. I think that these prices provide the good quality that Aena does for the experience of the passengers that are up to the challenge of a modern airport service from this century. In 2022, what we know about 2023, I only wanted to point out that we closed 2022 with over 200 million passengers only in Spain. This is a recovery of over 85%. This has been the fourth-best year for Aena. Our airport overtook the volumes done in 2019. In regards to connectivity, 96% of the traffic halls were recovered, and the result of our airport, our international airports, had a mixed result.

In the U.K., the London Luton Airport had a recovery of 73%. Our airports from Brazil, we now have more airports in Brazil, but we still don't manage them completely, which will happen in the months to come. Those airports registered a recovery over 17.5% in regards to 2019. The first quarter of this year had a lot of movement. It was over the record of 1920. This means that the first quarter of this year is record in whichever way you see it and in the Spanish air transportation. What does this mean in the short and medium term? I think we have to see that there are not too many geopolitical uncertainties. However, the numbers are very optimistic.

We have reviewed the forecast for this and next year for growth, we're not the only ones. The National Society of Airports, in which Javier Marín is our Vice President, has forecasted a return of air traffic. This company thinks that in Europe, there will be so much traffic such as it was in 2019. In Aena, this can happen this year. Another fact about optimism, the day before yesterday, I met with the president of Iberia, and he confirmed me that the thing continued to go smoothly and well, not only the programming, but in the translation of the actions that are being done. The forecast of the summer season that began in March 26th, practically began that year, are exceptional.

We have programmed over 221 seats, which represent 40.4% more seats than the one done in 2029. I think there will be maybe some corrections to be done there, but I think we can be over the record year we had in 2019 in the summer of 2019. I'm gonna talk about the indicators of 2022. As you know, Aena is immersed in the second DORA period. DORA is the air traffic regulation document, it's approved by the Ministry of Transport, that guides our activity, and it's very demanding in regards to the investment, quality, security, and several other indicators. In regards to the investments, Aena comply with the stipulated investment with DORA two. That's the DORA from 2022, 2023. In 2022, Aena also exceeded the reference indicators 4.3 over 5.

That means that that's a level shown by the indicators beyond the expectation, and it's a bit above the average of these in-quality indicators in Europe, in the rest of other air operators in Europe. I can also tell you that right now of the year. That means the quality perception of our customers are well-aligned with the commitment of Aena with the proportion of quality levels, the high-quality level of our clients. Now, I'm gonna talk about of what we know of 2023, of the commercial area that is led by María José Cuenda . In 2022, first, thanks for the outstanding recovery of traffic. Second, the increase of the investment of the passengers and the activities closed at the moment, our activity was catapulted. Also, this growth of the commercial activity was transversal.

All businesses that Aena does, for example, the parking, the IP rooms, as well as the things operated by third parties. The total sales of our business went over the numbers of 2019, don't forget this number. They surpassed 2019 with 11% less traffic than before. That has more merits. Because of this good practice, the total income of Aena also surpassed the numbers of 2019. It's important to point out the good activities of the duty-frees, the restoration restaurants, the car rental service, the VIP services. I think also the levels of minimum profit of the new contracts that the company acquired from November 2021. November 2021 was when we had Omicron, that has even more merit.

That talks about the confidence already established all the commercial operators of the future that they consider, of course, they consider marvelous of the commercial activity in the Aena airports. The contracts that we have assigned from November 2021 to up to date, 240 new contracts have projected some RMGAs higher than the ones of 2019. For example, the RMGAs of these new contracts are 22% higher in 2024 and 46% higher in 2025. We trust that these are not the only good news. As you know, dear shareholders, we have in place a very important contract for Aena and for the Spanish airports, the contract of the new contract of duty-free stores. That's the duty-free contract. I'm gonna say this two times. The biggest one in the world.

It has a projection in the future of EUR 18 billion, contemplating 86 points of free sales in taxes and incorporates new spaces for several categories of products, and it will represent, Oh, sorry, 66,000 sq m. This means 40% more of surface than in the current points of sale of duty-free stores. The reception of this contract we are doing right now, 13 operators of 10 international duty-free groups have passed the next phase of this project. They come from all parts of the world, including Asia, America, that have never become interested in the Spanish duty-free. We expect that when this bid is resolved, the economic results will be very positive.

I think that the attitude that is being received by this bid in the Madrid-Barajas Airport help us have confidence because in Barajas in 2023, the RMGAs are over 32% of the RMGAs of 2019. Let's hope that this continues to be positive, let's see what happens in this bid that we're currently analyzing. The economical offers of the people from the duty-free will be sent to the company next month on May. I'm gonna talk about the strategic plan. I said at the beginning of my intervention, the important point for Aena was the preparation of the strategic plan. The strategic plan is a reflect of the DORA II, because I think it's what has most sense. It covers the period from 2022 from 2026.

As you well know, the Board of Directors that is now in this meeting, the result of the strategic plan of a long working period of creation, because it was very difficult to forecast when will be surpassed, in fact, the pandemic. Truth be told, we began to create this process led by the Director of the Office of Presidency, Ángel Sanz, who created a very hard context with the pandemic. We did it in the worst moments, we finished it in a moment of extremely positive recovery. This context, this positive context, is now bound by certain geopolitical uncertainties that the company cannot ignore. Naturally, the strategic plan, as I said previously, has been drawn in synchronization with the DORA II that show the north of our activity in Spain. We see now, briefly, what the company wishes to do.

We can call this the vision, the desideratum. We can see it in the image we're projecting. What does Aena want? Aena wants to have the safest, most efficient, sustainable, and welcoming airports in the world, catalyzers of economy and tourism, generators of value for our shareholders, our clients, and society. This vision was well debated in the administration council, I'm gonna summarize what this really means because it's very simple. We wanna be the best. That's what we wanna say with this vision, We want to be the best, offering parallel, the profitability of any other competitor within our sector.

The constitution of this objective that I will mention shortly, that define the strategic plan, is that we want to have them throughout the knowledge of the commercial activity and the diversification of activities, either international or through the normal development of our activity. There's a transversal factor that talks about all the activities of the companies. It's sustainability. Sustainability is here to stay in Aena and the decarbonization. In regards to the air traffic activity, it's one of our basal activities. The recovery has overwhelmed just in a few months after the strategic plan that is produced in the month of October 2022, has exceeded the expectations and has drive thus to the increasement. In the strategic plan, we define a recovery of 85%. We review it again.

In regards to the work that we've done, we've seen in Aena in the following months, we've reviewed this again, we've created an interval from 94%-104%. I'm talking about Spain in this case. Okay. This is a period, the period of 2022 and 2026, which will be calm for Aena simply because the pandemic has delayed several previewed investments. When I say calm, it means that on average, Aena will invest every year. I'm talking about investment, regulated investment. There are also non-regulated investments. Less than EUR 500 million per year, also to commit ourselves like we have done effectively. We also have the obligation to prepare the company, this will be difficult for the change of DORA III.

That means the period of 2027, 2031, that will have to allow us to disburse the projects of investment in this period, 2023, 2027. We will remodel the airport of Palma de Mallorca, and we will prepare several actions in the airports of Tenerife and the Adolfo Suárez, airport of Madrid Barajas. Let me give you a reflection about the contribution of the air transportation in regard to social investment. I think sometimes we forget this frequently. I'm going to point out two phrases that about a book that I read recently about Brad DeLong, he's an economist professor. It's called Slouching Towards Utopia.

One of the phrases there says there, "In 2019, prior to COVID, the company Apple had reserved 50 business seats from San Francisco to China." Second phrase of J. Bradford DeLong, "To participate completely in the hyper-globalization, one region needed connections, air connections, and hotels required by companies that create the chain values in the world." Well, that's it. I think one person with such a prestige says clearly in his last book, the importance that international connections, international air connections have, therefore, airports that receive them to a harmony system in society. In regards to the tariffs, I also wanted to point out an important information for our shareholders, for our investors. In 2025, the transitory regulatory regime that is enforced in legislation, and therefore it will be extinct, the limitation that does not enable the...

Include the regulatory modifications, without these limitations, this will motivate the increase of our airport tariffs. In this point of my intervention, I want to point out, because I don't want anything to be left out in regards to this, that we will continue being the leader airport manager in efficiency. It is true that the requirements in security continue to increase, in quality, they also continue to increase, this makes impossible the previous status quo. That means the cost base of 2019. This is not only occurs to Aena, but also to the air traffic transport companies. One of these components in OpEx, which evolution has been questionable in the months to come is energy. As you know, we have tools of contention for energy costs at a medium term.

First, the progressive entry in regards to the photovoltaic plants in our Climate Action Plan. Second, the electricity contracts in the long terms that we gradually develop and energy companies develop. In regards to the strategic plan, I wanna point out that as long as the inflation goes with the defined objectives with the central banks of the world, if this becomes in force, our commitment is that the commercial income in 2026 will surpass 23% the commercial income of 2019. Therefore, in compliance with this forecast of the traffic, the passenger volume will increase at least 12% from the year 2019. In order to achieve these goals, we have several tools that are aligned with the use of the applications with digitalization. I would like to focus now on important contracts. I've talked about the renewal of the duty-free contract.

I repeat, the biggest bid of duty-free in the world. We will also renew the restoration contracts in several airports, the contracts of 300 retail stores, the complete contract of rent-a-car. I think in regards to what we've seen in November 2021, I would say that the forecasts are positive, and I think that would be continued. In regards to international activity, I like to send a message. Right now, we want to maximize the value of the asset that we already have in our portfolio. Concession of other airports in Brazil, 11 airports, being the biggest one, the Congonhas São Paulo Airport. Aena has created a milestone here in regards to growth at international scale. That means if we don't incorporate more active already in 2026, the EBITDA, the international EBITDA, would represent 10% of the total EBITDA.

I want to say, in regards to Brazil, we have recently formally signed the contract of concession, and we are just waiting that the local air authority in Brazil gives us the green light. Aena will therefore pass, I think this isn't a big figure, almost 20% of the Brazilian air traffic. I think that you will agree with me that the potential of Brazil is undoubtable. Looking at the future, the strategic plan clearly states that our ambition is, as long as we have the sufficient conditions that allow us to grow the over 20% of the EBITDA, but I wanna stop here. Just when we have the conditions that apply, this means that when we have the opportunities, we will be very selective in all these perspectives.

In other words, the company will only do an entrepreneurship inter-internationally if they provide value to the shareholders. In regards to diversification, I wanted to tell you that as well as other competitors do, Aena is well aware in regards to the business that are in the traditional margins of the activity. I think a key case is the development which will become of the air traffic cities. There will be, of course, other opportunities in regards to alternative mobility, in regards to services supported in big data, and in these cases, we will do also an approximation ad hoc, ad hoc. In regards to air transportation cities, just want to remind you that in 2023, we put in place a partner for the first contract with our partner in the Madrid airport.

We received several proposals which exceeded what we were expected. Unfortunately, the increasement of the interest rate has created a different sheen than we expected. What I wanted to share with you also, please have no doubt that we will continue with this line of activities. First, because it's positive for the air activity, air transportation activity, and this generates value. Therefore, to develop Madrid as an airport city, the airport location, we will also extend this activity to other cities such as Barcelona, Málaga, Valencia, and Sevilla. In regards to sustainability, that is also part of our strategic plan. I think it's very clear that we see and we value sustainability as a transversal activity all over Aena. I think it's well understood and known by everyone, the Climate Action Plan, that now we will submit to consideration.

I will afterwards talk about one of the points to the results obtained in the results of 2022. Now, if you will allow me, I would like to talk about, a bit about the climate change. First, in my opinion, the fight for climate change and decarbonization, We're obligated by decarbonization from the human activity will represent the challenges, extremely big challenges for our civilization. Second, this is important, in my opinion, and I think in the opinion of most experts in economy, the growth in economy is necessary of decarbonization. Why do we need this? Why do we need this economical growth to decarbonize? We need to create huge investments that enable the production and the creation of new clean energies and new technologies that are only at a newborn rate.

We know we need economic growth to unchain the process that will allow us the creation of ruptures of technology points that enable clean energies that still don't exist. In other words, beware with the thesis of economic growth because this type of growth can also create negative impacts, social results that can become negative. There may be things that will not be able to decarbonize human activity, so we need to be conscious. We need to just see the story of our timeline of the world to see this conclusion. In regards to decarbonization, the most important things are still to come, and we need to do them, these things, quicker than before. Well, I think there are other people that are shown themselves typically very shy.

For example, in a general framework, most of the countries, of developed countries, have been able to have growth by polluting less. This has never happened before. Two examples I wanted to show you, because they were an impact for me. U.K., as of today, issues the same emissions, polluting emissions, that at the end of the 19th century. In Spain, the activity that's the same from the decade of the 1980s. That means there are things that are happening, but this needs to be done faster. Air transport needs to achieve zero emissions in 2050. I said this previously, but Aena will do this sooner. I think in 2014 we will be able to do this. In regards to the financial objectives, we have recovered the cash flow of the company, and that's one of the historical indicators of Aena.

We will recover the EBITDA pre-pandemic levels in 2024, 2025. Our economic responsible thinks this will happen even before. The EBITDA margin will reach at least 55% in 2025. All added up will mean that the good financial profile will enable us to reduce our debt tall by 2. This will show a positive financial solvency. Now I will talk about the economic results that are to be considered by the shareholders meeting. I think that the good news is that the economic results that are presented imply the return to the profit and a very interesting profit that our shareholders deserve. In regards to the economic results of 2022 and the first quarter of 2023, unfortunately, I cannot talk about this.

I can not talk about the 1st quarter of 2023, as they will be presented on April 26th. I can assure you that the result we will present next week are extremely positive as a result of the activities of our airports in this 1st 3 months of 2023. Prior to speaking about these figures, I think, it is necessary to explain briefly, although we've done this before, a change, an accounting change we've done that modifies significantly the accounts of the year 2021 and the ones of 2022. On October 2022, the IFRS Interpretations Committee issued a decision. This created by Aena an obligation to adapt the accountability system of our reductions of minimum profits established to the referred decision of the interpretation, the committee of the IFRS Interpretations . I think I also speak on behalf of the Council of Administration.

I welcome this reinterpretation. It enables the accounts of the company to be more natural from our common sense, and therefore, more understandable. The reduction of profit with this new criteria are registered in the moment that they happen, and this is because of the financial proposals or by a legal resolution. What we have been done up to now was disseminate this impact along the life cycle of the contracts that, in my opinion, created some confusion. Therefore, applying this criteria, this new accounting criteria, has led a retroactive expression in regards to the technique of the 2021 accounts that are presented at a comparative effect of the accounts in 2022 and of course, the accounts of 2022 that we now submit to your consideration reflect this new effect, this new modification.

To summarize, as a consequence of the modification, there has been increase of the loss in 2021 of EUR 415.4 million. This supposes a negative impact of EUR 451 of the net states as of December 31, 2021. Now that this has been clarified, in common sense, speaking of 2022, the accounts improve in regards to collection in the EBITDA in EUR 293 million and in the net result in almost EUR 219 million. In 2022, the most important results were incomes, total consolidated incomes of EUR 4,237.5 million. This is due to the increase of traffic, of the fixed cost, the energy cost, the OpEx cost increased in regards to 2021 in almost EUR 600 million. Don't be afraid.

In this year, our installations worked at 50% because at the moment, we're experimenting the moments of the pandemia. I think the important thing is to compare this with 2019. It's also important to point out on one side that 2022, the company had expenses of EUR 60 million for topics related to the control of the pandemia. This cost will be recovered by the company through the airport tariffs in regards to what is established in the air transport regulation of DORA. The EBITDA in 2022 increased almost to EUR 2,078.9 million, which reflected an EBITDA of 49.1%. The free cash flow of the company scaled up to EUR 1,863.2 million, and the ratio of financial debt, net financial debt decreased 3.05 times in regards to 2022.

With all of this, the net consolidated profit of the company was EUR 901.5 million, which provided a significant profit for the shareholders. After the decision of suspending the distribution of profit to the shareholders, I would like to give the good news to these shareholders that are part of the general assembly, that we will pay right now. We will do the payout of 80% of the payout. This means that we continue to be the air managing services company with most stimulant dividends. I think we need to continue to do this. It means that the administration council of Aena has agreed the distribution of a dividend of EUR 4.75 gross.

If this meeting approves this will be paid on May 4th of this year. In regards to the shares of the company. In my opinion, the price of the share was not very positive and counterintuitive because in 2023 was the takeoff, a strong takeoff, and our shares decreased considerably. Why did this happen? The markets tend to change constantly, but in what we can see, the war of Russia and Ukraine affected us, the uncertainty of the evolution of macroeconomy, particularly the monetary policies that affected all of the world, for the exception of specific offshore countries and to particular countries, but this affects the normal, the rest of the countries. The shares decreased a bit over 15%. This gave a bittersweet flavor with a value of the share of EUR 117.30.

We can see what happened as of January 1, 2023 and today, first and foremost, because of the positive traffic evolution and the welcoming of the investors and analysts of our strategic plan, and because of the evolution of energy prices or energy, there has been a substantial change of improvement in our share. Our shares closed in EUR 154. Yesterday was the highest day during the year. We didn't plan this, but I think it's good that to say this today, that yesterday our shares reached the maximum since the year began. This means that the company was worth in its equity. This means that this, our company is part of the IBEX 35 that has received the revaluing, the highest revaluing of the IBEX, 32.1%. In regards to the rendering of accounts of the Climate Action Plan.

Like I said, sustainability is transversal and is a structure. It's here to stay. There are companies that, such as us, with the Climate Action Plan today, we provide information and our accounts in regards to this subject. The most important things to point out in regards to sustainability in Aena in 2022 are as follows: We surpassed in 7% the goal of emission reduction. The three main airports of Aena, Madrid, Barcelona, and Palma de Mallorca, obtained the level three of the Airport Carbon Accreditation of ACA. For third year in a row, we contracted electricity that's 100% renewable. We continued the working plans of the photovoltaic plant, and we have access rights received for 43 gigabytes hour, which represents 59% of the production of the photovoltaic plant that we had previewed.

It is worth mentioning as well that this has not been easy. The photovoltaic plan has not been easy because of the complexity of the bureaucratic procedures and for the need of amplifying the electric network, something that our Coriseo González, our independent consultant, knows very well. I think, honestly, that it's probable that in 2026, we won't manage to do the 100% of the deployment of the photovoltaic plan. This, in no case, means that we are at risk of not doing this and that the Climate Action Plan is at risk. No, it is not. Just because of administration reasons and of capacity of the electric network, the deployment will not be more gradual.

As you know, when the quality is assessed, in this case environmentally, it's not also measured what the company does, but also what the company does to third parties. In regards to this, I want to point out that in 2022, Aena incentivized that 23% of the handling activities operated in the Aena airports was electric. In 2030, our commitment is the deployment of the new handling bit. Already 67% of the handling fleet will be electrical. We hope of the source of energy of this will enable zero emission. I think that in our airports, we have over 1,000 points of recharge, and we will continue of to grow these points of recharge.

In regards to sustainability, you know very well that all the airports think of us today, that the future of sustainability and decarbonization of air transportation will proceed from green hydrogen and biofuels of SAF. Aena is actively implied with the team of Amparo Orea, with all stakeholders to promote the production of these new technologies of green hydrogen and of SAF. About the corporate governance of the company. In 2022, the company reviewed the governing system. There were new status approved and some were modified to adapt to the legislative changes. In regards to the advancements, for example, in things of gender equality, there are good news. We reached the percentage of 40% of women in the Council of Administration. Also, I think this is also a good practice from corporate governance, 46.7% of the directors are independents.

I also say that at the end of 2022, we comply with most of the recommendations, sorry, from the Code of Governance of companies that are on the stock market. That talks also about the salaries related to all the laws that we are binded by. Also, the changing of the organization structure was reviewed. Myself, President of Aena and head of the Council, we thought, "How could we adapt the organization, the executive organization to the expansion of the company, not only because of the increase of traffic, not only because of Brazil, but also because of the regulations, the environment, security?" At the beginning of this year, what the administration councils decided is that there should be named 2 vice presidents in regards to the Council of Administration. The first, Jaime Terceiro Lomba, independent and coordinator.

He's now Vice President as well, First Vice President of the administration council. We also take very seriously the importance of the protection of the interest of the minority shareholders, and the prestige of Jaime is undoubtable. Therefore, this was very natural. The Second Vice President named was Javier Marín San Andrés, that also is Executive Vice President of the company because he has created an ex novo, a new figure of Executive Vice President. Javier Marín is responsible for the direction of airports and the general direction of buildings and commercial activities and Aena Internacional. In any case, the Executive Director depends from the figure, from the CEO and Director that maintains this figure and has all functions in force. I think also this has been said publicly.

I think that for Aena, we have a chance, we have luck to have somebody from the scale of Javier Marín. In my opinion, probably, he's the best director in the air industry in the sector. I want to be modest with it because Elena Mayoral is a professional that's always stand it out. She's the new Director General of Airports, and with the incorporation of Elena Mayoral, the executive direction committee counts with 60% of women, which is also something to celebrate. Regards to environmental policy, governance, and social governance, we take it very seriously. Some things we needed to observe last year, for example, Aena subscribed the Declaration of Toulouse that reaffirms the commitment of zero emissions in 2050. I think all the air industry or traffic industry is complying with this.

Aena received the highest qualification received by Carbon Disclosure Project and was recognized for Sustainalytics as the best company from IBEX for its environmental behavior, social behavior, and governance. In regards to the agreements of the shareholders, we submit to consideration to this general assembly several re-election ratifications. Before, I want to acknowledge the work done by the administration council, Sir Christopher Anthony Hohn, Chris Hohn, a well-known investor in the last month, and Josep Antoni Duran i Lleida, that presented their demolition in 2021. I wanna thank them personally, their dedication, their report, and their activities. The company thanks you for. In this general assembly, we will vote for the re-election of Coriseo González-Izquierdo Revilla and Tomás Varela Muiña that were named independent consultants in 2022.

The experience of Coriseo and of Tomás in the international scale in digital transformation and their financial knowledge clearly show the know-how that is valuable to the company. In my opinion, they are top professionals. Murillas abandons then to work in Puertos del Estado. I wanna thank him for his dedication as well. As a substitute for Heribay Esté will incorporate, I hope this is approved because today we propose her incorporation of María del Carmen, which I hope she will share her knowledge of transportation, especially in Spain. Angélica Martínez Ortega, Pilar Arranz Notario , and Leticia Iglesias Herraiz. I think they are directors, and I say this humbly. That they have done very good work. I am not the one proposing the name or the or revoke or call new people.

I would like to do so even if I can, some of these names come from the main shareholder. In any case, I think that it's a good choice to renew all these people that I have named. Last but not least, I present for voting the updated report, the Climate Action Plan of 2022. I'm soon to finish. In my case, there are 5 years of presidency to come. I think it's only natural to do a balance of this stage, this phase which has been agitated. When I look at the past, for me, it's hard not to conclude that it's almost impossible to concentrate in one thing as so many has happened of different natures in our activity. Just to point out a few. The pandemic, the war in Ukraine because of the invasion of China.

The situation in La Palma, Filomena, the saturation of the Barcelona airport on October 2019 because of the arrival of thousands of concentrations and riots. The director of the airport of Barcelona knows this, and she knows by heart how this happened. The approval of the reduction, the of Aena rentals. The expansion of the Barcelona airport. I can go on, but I won't. Nevertheless, I think that the content and the actions that we have done, I think it's clear that Aena is back and stronger. We have a good health as a company. I think we are in a splendid moment. We are in the zone, and let's hope this last. From what I see is that in these times that are difficult, what Aena has shown is a formidable operational solvency, corporate solvency, and financial solvency.

It hasn't been easy, but I think we have done this properly. Simultaneously, we have endeavored a way with no return of decarbonization, digitalization, internationalization, and, as always, as a north of our decisions, our executives, also from the administration council, it has always been the maximization of the value of Aena, therefore, the protection of the interest of our shareholders. I wanted to point out briefly the changes of para-paradigm that is being the advance of internationalization of Aena with Brazil at a, the top. That means a lot of changes, and there are several aspects that we have been seeing now in the company. The first, the increase, the significant increase of the perimeter of our company. Brazil, 20% of air traffic. This is easy to say, but this is important for Aena.

Second, the presence in different countries. Something that is very important in third place, the expansion of possibilities, professional activities of our workers. In other words, I think the internationalization, the incorporation of Brazil, particularly expand the horizons of the company, the horizons of Aena, and this will be good for the company in the future. I don't wanna talk about something else. Let's talk to what's main, what's basic. We left the pandemic. Let's be clear, we left the pandemic with scars. At the same time, with proudness and the conviction of having managed with a good grade and have approved. Nevertheless, we suffered a lot of stress with this. The prestige of Aena is as today in some qualitative effects better prior to the pandemic.

This is seen by analysts, investors, and in society that saw, like I said at the beginning, Aena Spain represents a cornerstone in the summer of 2022. These thoughts insert a general context from the main function of airports, Spanish airports, in the development of airports in the territories that receive our infrastructures in accordance with the priorities defined by the Ministry of Transport, Mobility and Urban Agenda, and of course, the government of Spain. Let's imagine a moment, the next situation. What would happen if one day the airports in Spain would disappear? Some people will feel happy, others won't. This proposal that we see in this new campaign of publicity that I think has caught the attention of some people, and María Gómez has ledWhich video we will see.

At the end, what we pretend is to remind everyone the importance of the airports in our lives. Also, the people that to paraphrase Keynes, think that they are exempt of any influence, in this case, air transportation influence. I think sometimes, maybe everyone, we underestimate the air transportation value in the world. To sum it up, I have tried to draw in my exposition the past, the present, and the future of Aena. One company that's imposing this future, I think, is luminous, is radiant, and if we continue to do what we're doing, it promises profitable growth and sustainable. In other words, it's a future that promises the harmonization of excellent professionals of Aena, our shareholders, our clients, and society in general. Thank you for your confidence put in Aena. Ladies and gentlemen, thank you for your attention.

Before beginning with the interventions, in this moment, the turn of requests of questions for the shareholders is closed, I give the word to the secretary.

Elena Roldán
Secretary of the Council, Aena SME

Thank you, President. Having created the list, the online list, the quorum is as follows. It is present as of today, 183 shareholders, holders of 77 million shares. Here are present in the assembly, 296 shareholders. Representing 35% of the social capital. Of the shareholders present, 172 are holders of 77,695,632 shares, and they have exercised their right to vote through online voting. The social capital present or represented with right to vote is of EUR 1,315,823,650, presented by 476 shareholders, holders of 131,582,365, which is an equivalent of 87% of shares. The quorum of a system exceeds 50% of the social capital subscribed with right to vote demanded by Article 22 of the Social Status to valid the assembly in the first call. I provide word to the president.

Maurici Lucena
Chairman and CEO, Aena SME

Perfect. Thank you. Secretary, according to information proposed by the secretary, having a necessary quorum according by the status by law, I ratify formally the constitution of the general assembly of Aena as everything is in compliance. I also see a sufficient quorum to deliberate and adapt the new agreements of the points of the day of the agenda. As per the Mercantile Registry, I provide the word to the notary to verify the eventual existence of reserves or protests for any shareholders from my behalf or others in regards to the number of shareholders in the meeting and the valid constitution of the general assembly.

Manuel Gerardo Tarrío Berjano
Notary of Madrid, Notaría Manuel Gerardo Tarrío Berjano

According to what is said in the articles of the Mercantile Registry, as a notary of the summary, I say that if there's any process, protest, or question in regards to the shareholders or the social capital, as well as the constitution of the shareholders' meeting, can do so now through the button that says Objection that is shown in the left part of the screen on the case of the online assistant and for the people being here. I can register this on the minute and the act. Thank you very much. There are no objections nor protests from anybody, and no shareholder wishes to express this, I provide the word to the President.

Maurici Lucena
Chairman and CEO, Aena SME

Very well. There's a shareholder that has something to say, we're gonna give the word. It's a physical intervention. It's gonna be online. I ask please the person that as shareholder has to speak, please to advise the name or in other case, the shareholder he or she represents. I also ask the person that has asked for the word that, which is the area enabled, I will ask for the shortest time possible to speak. This person will only have five minutes to speak, I ask this person to kindly talk about the points of the day or legally binding options.

I also ask that in this case, I will answer this. After the proposition, I will answer the question. I also want to point out that if there's a question the shareholder ask, I consider it's better to be answered, one of the directors and not me or a person from the direction of the company. I reserve that right, I repeat, in order to give a more accurate response, and if the information that we need to answer that, we will then ask to answer this by writing within seven days. I give the word, the word is yours, José Antonio del Barrio Colmenarejo .

José Antonio del Barrio Colmenarejo
Minority Shareholder and Union Representative, Aena SME

Mr. President, directors, and personnel of Aena, I have to take this time to congratulate you for the hard work you've done in 2022, in which the profits have come back of over EUR 900 million. This didn't happen since 2019 with those profits that were stuck. I encourage you to continue the same path on 2023. Speaking of, looks pretty well because the expectations have been exceeded in air traffic. Aena is recovering capitalization in the stock market, this is positive news for all shareholders. You have the duty to distribute in one year or several years those dividends canceled on 2019. I think this is a reivindication which is logic for all shareholders, including the Kingdom of Spain.

The dividend of EUR 4.7 per share, it's okay, but would you analyze the fact that since this year, we will break all records? To increase that up to 5% for the year 2024, that's the question I had in particular. To finish, to wrap it up, congratulate the Aena employees and a personal petition to Mr. Maurici Lucena for the shareholders meeting of next year. I think you've read it, that is, providing at least something to eat when the shareholders meeting is finished, an Aperol, if you may, because in a negative case, we're gonna think you're a bit cheap. Nothing else. Thank you very much.

Maurici Lucena
Chairman and CEO, Aena SME

Thank you for the question. I will answer this question, and thank you for your nice tone. Well, just to reassure myself with the secretary, that's the only question we have. We will show a video, the main video of our campaign and the return of the campaign. We will return with the question of the shareholder.

Muy bien. Very well. I'll proceed now to answer the only question that has been placed of José Antonio del Barrio Colmenarejo. Also, like I said, for his friendly tone, I also want to acknowledge for your sincere declaration and statement to our employees, because it's been difficult. As you know, we have had very difficult years in which we have probably seen the light at the end of the tunnel. Now when we are reaching the end, you don't see where you're getting at at the end. Well, we ended up good and we're standing up.

I'm happy about this because personally, this is a satisfaction presenting the shareholders' meeting as president of the company, a proposal of dividends, because this is something that was not comfortable for me, because Aena is a company that has always had as a key identity the distribution of dividends, and it was perceived prior to COVID of one of the companies safe, not maybe in a precise level of benefits and of dividends, but just on a stable end company. Una vez superada la pandemia. Voy a hacer una confesión, espero no alarmar al director económico financiero.

I hope I don't alarm the financial director, when 2022, when we began the year, instead of finishing with a net profit of EUR 900 million in the budget, the internal budget with Omicron, with some issues and negative people that said that the traffic will never recover. This didn't reflect in the account completely. We had an estimation of EUR 2 million to understand we had a break even. Luckily, our expectations were exceeded and we could create benefit. In regards to the answer, sorry, to the question you mentioned, there's a commitment of 80% of payout. That means that to destin the net benefit of Aena, if you compare with what other companies in the industry show, we're best in class. We're the best. It's the best that you can find in the air industry.

nosotros tenemos tranquilidad porque es un análisis, un debate... This is an analysis, a debate that we've had in several occasions with investors in Council of Ministers, with our director. I think this is a good way to answer the shareholders. That's a cornerstone. That's the financial solvency. I think that this 80% really, it manages this balance. When you ask if next year, in regards to this year, we can increase to 5% per share, I would say yes, in the case that the result of the profit of 2023 projects as 80%, those 5 EUR. If not, we will have to do what the Council of Administration says as is done, or at least hope, I hope it does.

In regards to the non-distribution of the dividends in 2019 that we decided not to distribute in 2020 when the pandemic exploded, I would ask for a reflection. I'm not going to be too precise, but because I feel I am being audited here by my colleagues, because these people, they know more than me in this case. I will say, yes, it's true. What we try to do is maximize the state value of the company thoroughly. This is a different practice because in regards to the commitment and the value of the state of the company, we can see dividends or we can even stop the dividends from coming out. We're going to do respectively. What we did, it was a good decision. It was a good call because the situation did not call for it.

We were in a desperate situation, as managers, we had to keep us safe, to keep the company safe. This was a key decision. Once the speed we was recovered, the cruise speed, if you want. All the things that we had previously are still in balance. When the activity continues to develop as well as it's doing right now in 2023 and the years to come, we will continue to provide that 80%. I think that now this balance provides a equitable, if you want, situation of balance that enables us to be calm. If there's something unpredicted that comes, we can face it. If there's another opportunity that right now comes out in the horizon in the international scale, analyze it, et cetera, et cetera. I think, we're in a good spot right now.

I finish with good news. I commend myself that after this meeting, because it is true, I think we can add some Aperol or something to eat after the meeting, especially for the shareholders that are here, that are kind enough to come here. Thank you very much. Perfect. Thank you. Unless you wanna say something, I think now we can conclude the intervention round. We can pass the voting procedure that were created by the Board of Directors. For the voting, I give the word to the secretary.

Elena Roldán
Secretary of the Council, Aena SME

Thank you very much, President. Let's pass to the voting of each of the points of the day. The assembly is as per protocol. All the proposals were read, formulated by the Board of Directors as being available on the website from the moment of the call. Therefore, I will continue a summary of these. The notary has received a document in which all the proposals were taken in order to be registered in the act. In compliance with the rules and regulations of the meeting, votes in favor will be corresponding to those representations once deducted the votes to the actions which holders have voted against, blank, or have abstained from voting.

The shareholders that wish to vote against or abstain or they have not done so, please advise now this through the app to such effects if you are online or through the notary table to the shareholders that are currently here by providing the cards you have received in the entry control and the ones that you have expressed or your abstention. The notary will register in the act such vote. I will summarize the proposals in accordance, following the points of order. First, assess and evaluation of the individual annual accounts, balance, profit and loss accounts, change of the state, cash flow, and management report from the fiscal year 2022. Second, accounts, consolidated accounts, balance, profit and loss accounts, cash flow, and memory, and societies from the closed exercise of fiscal year 2022. Third.

In this case, de la propuesta de aplicación del resultado de la sociedad.

Speaker 5

The society exercise of fiscal year 2022.

Elena Roldán
Secretary of the Council, Aena SME

Cuarto. Examen y aprobación.

Speaker 5

Fourth.

Elena Roldán
Secretary of the Council, Aena SME

En su caso, de la compensación de resultados.

Speaker 5

Compensation of the negative results of the exercise prior to voluntary reserves.

Elena Roldán
Secretary of the Council, Aena SME

Quinto. Examen y aprobación, en su caso, del estado del informe-

Speaker 5

Fifth. Assessment and evaluation of the non-financial information of the fiscal year 2022. Six.

Elena Roldán
Secretary of the Council, Aena SME

Examen y aprobación, en su caso, de la gestión social correspondiente a-

Speaker 5

Management of the exercise as of December 31st, 2022.

Elena Roldán
Secretary of the Council, Aena SME

Designación del auditor.

Speaker 5

Seven. External audit for the fiscal year 2024, 2025, 2026.

Ratificación-

Ratify. Ratification and reelection of the directors as accordance to... Which is a separate voting.

Elena Roldán
Secretary of the Council, Aena SME

Ratificación del nombramiento por cooptación y reelección.

Speaker 5

Voting and reelection of María del Coriseo González-Izquierdo Revilla with the category of independent director.

Elena Roldán
Secretary of the Council, Aena SME

8.2. Ratificación del nombramiento por cooptación y reelección

Speaker 5

Reelection of Don Tomás Varela Muiña with the category of independent director.

Elena Roldán
Secretary of the Council, Aena SME

8.3. Nombramiento de

Speaker 5

8.3.

Elena Roldán
Secretary of the Council, Aena SME

Carmen Corral Escribano con la categoría de consejero

Speaker 5

Naming of Carmen Corral Escribano as dominical director. Reelection of Angélica Marquina Ortega as dominical counselor.

8 5.

8.5. Reelection of Juan Ignacio Díaz Bidart with the category of Dominical Director.

8 6.

Elena Roldán
Secretary of the Council, Aena SME

8.6. Reelection of Pilar Arranz Notario with the category of dominical director. 8.7. The reelection of Leticia Iglesias Herraíz as independent director. 9. Study modification. 9.1. Modification of Article 31, competencies of the Board of Directors. 9.2. Modification of Article 36, reunions of the Administration Council.

Décimo. Aprobación con carácter consultivo del informe anual.

Speaker 5

Voting of the consultative character of the directors for the year 2022. Voting with consultative character of the Climate Action Plan of the year 2022.

Elena Roldán
Secretary of the Council, Aena SME

Duodécimo. Delegación de facultades.

Speaker 5

Delegation of faculties in the Board of Directors for the formalization and execution of all the agreements adopted by the General Assembly of Shareholders, as well as to substitute the faculties received by the assembly and their escalation and public instrument interpretation, substantiation, complement, development, and inscription.

Elena Roldán
Secretary of the Council, Aena SME

Les informo que desde este momento se da por concluida.

Speaker 5

From now on, the voting is now closed.

Elena Roldán
Secretary of the Council, Aena SME

Asimismo y de conformidad con lo dispuesto.

Speaker 5

In compliance with what is disposed in Article 1528 in Capital Companies Act, at the Board of Directors, agreed in its past meeting February 7, 2023, modify the regulations of the Board of Directors. The justification and the modification of this new text is at the disposal of the shareholders prior to the meeting. I remember that it is not necessary to vote in this point.

Elena Roldán
Secretary of the Council, Aena SME

Se da de nuevo la palabra al Presidente.

Speaker 5

I give the word to the President.

Maurici Lucena
Chairman and CEO, Aena SME

Estimados accionistas.

Dear shareholders, once concluded the period for voting, I have been informed that all the proposals in accordance have reached the vote of favor of a vote, an amount of votes legally established in order to be agreed on. As a consequence, all the proposals have been approved on every single point of the day.

Cedo la palabra a la Secretaria.

Speaker 5

I provide the word to the secretary once again.

Elena Roldán
Secretary of the Council, Aena SME

Los acuerdos aprobados y los resultados de las votaciones se publicarán en la puerta de la sociedad.

The agreements approved and the results will be published on the company website in the five following days. I inform you that, last but not least, the notary act will have the consideration of the shareholders meeting assembly. It is not needed to be approved as it is established by the Capital Companies Act and the Mercantile Registry. Thank you very much for everyone for their assistance. I provide the word to the President.

Maurici Lucena
Chairman and CEO, Aena SME

Thank you, Secretary. Before closing this general shareholders meeting, I would like to thank the Aena shareholders meeting, the shareholders of this company for being here. I want to thank everyone that are part of this group, especially you, the shareholders, the confidence you have given us, you have given this great company. Thank you very much. Without further ado, I hereby close the session. See you soon.

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