Good morning, ladies and gentlemen, shareholders, dear friends. We're holding this in a hybrid form so you can attend in person, but also remotely. We'd very much like to welcome you to our headquarters, where we're holding this AGM, which is being streamed and will be also recorded, as stated in the call notice. With that, I'll give the floor to the chairman of the board of directors, Mr. William Connelly.
Good morning, dear shareholders. On behalf of the board of directors, I'd like to welcome you and to thank you for attending this general shareholders' meeting. Mrs. Ana Fernández-Tresguerres, Madrid notary, is attending the meeting today. She has been summoned here by the board of directors to draw up notarized minutes of the meeting pursuant to Article 203 of the Spanish Capital Companies Act and related provisions.
We have today at this table, as well as the Secretary of the Board, the CEO, Mr. Luis Maroto, the Vice Chair of the Board, Mr. Stephan Gemkow, and directors Mrs. Pilar García, Mrs. Amanda Mesler, Mrs. Jana Eggers, Mr. Peter Kürpick, Mrs. Eriikka Söderström, Mr. David Vegara, and Mr. Frits Dirk van Paasschen, Mrs. Xiaoqun Clever-Steg, and Mr. Leo Puri. The Vice Secretary of the Board of Directors, Mrs. Ana Gómez Ruiz, is also at the table.
Thank you, Mr. Chairman. According to the preliminary figures that I've been provided, the preliminary quorum is as follows: We have present 90 shareholders owning 32,588,001 ordinary shares, which are 7.234% of the share capital. Of these, 14 shareholders have voted remotely. Represented in this AGM, we have 5,141 shareholders owning 335,896,881 ordinary shares or 74.561% of the share capital.
I am told by the organizing services that no shareholder is attending this AGM remotely to cast their vote, so that all of the proposed resolutions have been voted on remotely beforehand. I'd also like to mention that the treasury stock, including that held by the company and its subsidiaries, is 27,772,871 shares, or 6.165% of the share capital. According to Article 148 of the Capital Companies Act, treasury stock will be included in the capital when calculating the necessary percentages for proper quorum in this AGM. Their voting rights and other political rights are suspended. We have in this AGM 5,231 shareholders, present or represented, owning a total of 368,484,882 shares with a nominal share capital of EUR 3,684,848.
That is 81.795% of the share capital, totaling €4,504,902.05, fully underwritten and paid out, divided into 450,499,205 ordinary shares of EUR 0.01 in nominal value each, all indivisible, unrepresented, and fully booked. In total, we have 75.630% of the share capital with voting rights, present and represented. I'd also like to point out, with regards to the proposed resolutions referring to capital increases and decreases, that on second call, we have a quorum above 50% of the share capital with voting rights, and so those proposed resolutions will require an absolute majority to be approved. Based on the data on record that the secretary has just read out, and the matter is submitted for the consideration of the shareholders, this general shareholders' meeting is declared to be validly assembled on second call.
In accordance with the regulations of the general shareholders' meeting, and immediately after reading the announcement convening this meeting and hearing from the members of this panel, we will read out any questions sent in by shareholders. Now, let's begin this general shareholders' meeting. This general shareholders' meeting has been called by a resolution of the board of directors adopted in its meeting held on April 16th, 2026. The call notice was published in the company's website on April 23rd, 2026, as well as in the Gazette of the Spanish Company's Register in the newspaper Cinco Días on the same date. The legal announcement calling this general shareholders' meeting has also been filed that same day as other relevant information with the Spanish Stock Exchange Commission. The following documents, amongst others, have been made available to the shareholders in the company's head office and in the company's website.
The standalone and consolidated financial statements for the financial year ending December 31st, 2025. The director's report of the company and its group, and the audit reports, the non-financial information report, and the sustainability report. The annual corporate governance report and the annual report on directors' remuneration. The full text of the proposed resolution subject to the approval by this general shareholders meeting and the CVs of the directors whose re-election is proposed have also been made available to the shareholders, as well as the mandatory reports from the nominations and remunerations committee and from the board of directors. If the shareholders were to decide that they're already sufficiently familiar with the content of the call notice for this general shareholders meeting and decide to take it as read, we will duly reflect it as such in the minutes.
Otherwise, I would give the floor to the secretary so he can proceed to read out the call notice. Should we consider it read? Okay. In that case, we will proceed. Before we hear questions from the shareholders on agenda items, I'm going to give the floor to the CEO, Mr. Luis Maroto, who is going to give us a brief overview of Amadeus' business performance during 2025. Mr. Luis.
Mr. Chairman, members of the board, and shareholders, good morning and welcome to this Amadeus Annual General Meeting 2026. Today, we're going to have a chance to go over the highlights of 2025, speak about the trends in 2026, and reflect upon how Amadeus is creating value for the travel industry. 2025 was a year impacted by complexity and change. We continue to have a lot of uncertainty in the global context with enormous geopolitical tensions and macroeconomic pressures.
In the travel sector, demand has remained solid. According to the World Travel & Tourism Council, the sector contributed EUR 11.7 billion to global GDP, which is 6.7% more than the previous year. International travel also continued to grow with over 1.5 billion tourists all over the world, up 4% versus the previous year. In the next context, technology plays a crucial role, and this is precisely the field in which Amadeus operates in the intersection between travel and technology, supporting the industry by contributing to the transformation of the sector while guaranteeing at the same time the continuity and stability for our customers and partners. In 2025, we invested EUR 1.4 billion in research and development. Currently, travel requires a broad set of transformative technologies from AI and the cloud to biometrics and advanced data analytics.
Our role is to orchestrate these capabilities in an integrated, scalable, and reliable way. This year, we completed the migration of our systems to the cloud. We also moved forward with our multi-cloud strategy with partnerships with Microsoft and Google, which gives us capabilities for greater flexibility, resilience, and scalability of our platforms. We are in a unique position to orchestrate an increasingly AI-driven travel ecosystem. The role of Amadeus as the reference system for the industry puts us in a privileged position to connect suppliers, distributors, and AI agents with reliable and dynamic travel data scale in a neutral, secure, and responsible way. AI is reinforcing and extending the Amadeus platform. In this context, 2025 was a year of solid earnings for Amadeus. We achieved accelerated growth of our revenues and improved profitability. Our free cash flow increased 7%, excluding one-offs in 2024.
At constant exchange rates, the group's revenues grew 9%. Most importantly, we achieved all the targets and the guidance we gave at the beginning of the year. These results show strong growth in all of our segments, reinforcing long-standing relationships of many customers, as well as welcoming new ones. We also increased the scope of the solutions included in our portfolio. In an environment of great uncertainty and fast technology change, this combination of growth, profitability, and revenue generation reflects the solidity of our business model. I will now go over the main highlights of our segments, beginning with airlines and airports. 2025, we continued to see revenue growth driven both by passenger volumes as well as by the growing adoption of value-added solutions. A key milestone was progress in Amadeus Nevio.
We've reached turning point with 25% of our Altéa customer base already linked to the Nevio portfolio. Airlines like Finnair, Soria, British Airways, Air France, KLM, and new airlines of the Lufthansa Group are working with us in the modernization of their commercial and operational capabilities. In parallel, we launched Navitaire Stratos, our next-gen sales platform for low cost and hybrid airlines. TUI Airlines and Volotea were the clients for the launch. We also achieved solid growth in airports and border controls with investments in modernization and improved traveler experience, including biometrics, auto luggage handling, and professional services. An important milestone was the launch of the first global-scale biometric corridors with the Directorate General of Immigration of Indonesia. Moving to the hospitality segment. In 2025, our hospitality solutions, as well as other areas, show revenue growth driven by new customers, more adoption, and increase in the transaction volume.
We move forward in key solutions like event and sale management and business intelligence and distribution. An example would be our ongoing work in technology transformation programs in the hotel sector, including the deployment of a central booking system with Marriott and Accor, as well as the partnership with Ascott Limited. We also continued to strengthen our payments business, Outpayce, with new agreements and extensions with customers and suppliers, taking advantage of our e-money license in order to offer more integrated, secure, and efficient payment solutions. Our distribution business also showed solid growth in 2025, driven by continuous commercial success in all regions and through a combination in growth in volumes and an increase in revenues for bookings. We signed 61 new agreements or extensions or renewals of distribution agreements, and by the end of the year, we had more than 75 NDC agreements with airlines.
We've also increased the available content in the Amadeus Travel Platform, including our offering for low-cost airlines, so that travel sellers can have easier access to a broader range of content that is relevant for their usual workflows. We also broadened our base of corporate clients with our Cytric adoptions, our new integral solutions for travel and expense management. All of this reflects the role of the Amadeus Travel Platform as a trusted connectivity layer. We're increasing content for airlines, hotels, trains, and other types of travel, allowing agencies and companies to support travelers through a single integrated platform. When analyzing our results, our investments, and our role in the sector, Amadeus' strengths are clear. We are the technology backbone of the travel industry, the reference system for the sector.
We operate globally, supporting secure, reliable, and efficient operations every day and partnering openly with clients and partners to deploy new technologies in real environments. We are a trusted partner for the industry with solid, long-standing relationships with customers. We also play a unique role turning travel data into intelligence. When aggregating and connecting fragmented data throughout the travel or the journey, we help our customers make better decisions and increasingly to offer more fluid and connected travel experiences. These strengths are supported by a resilient business model, a disciplined financial framework, and a highly committed and qualified team. Our people contribute the necessary expertise and responsibility to innovate, execute, and support our customers constantly. Built over decades, these strengths are a solid base for long-term growth and position us very favorably as the travel industry continues to evolve.
We are in a unique position to orchestrate a travel ecosystem, which is increasingly AI-driven. The foundations of this industry are still solid. We're still aware of the external environment and the need to continue to execute our plans with discipline and focus. For 2026, we expect group's revenue to grow in a high 1 digit. This growth will be driven by our demand in our main segments and by the continued adoption of our solutions by our customers. We also expect to continue to improve our profitability, which reflects our operational leverage and our focus on improving efficiency. Our priorities are still clear: to execute for our customers, to invest long-term, and to manage the business with financial discipline, which requires responsible capital allocation, balancing the investment in growth with solid cash flow generation. In 2025, we continued to offer solid shareholder return.
We maintained our commitment with a payout ratio of 50%, with dividends of around EUR 700 million, and we completed a share buyback program for a total of EUR 1.3 billion. In February this year, we announced a new share buyback program for EUR 500 million for 2026. These actions reflect our discipline focused on capital allocation, balancing shareholder remuneration with the financial flexibility we need in order to invest long-term in growth. Before I end, I'd like to briefly refer to some of the milestones we've already seen in 2026. We have achieved important agreements in the whole travel ecosystem, extending the scope of the solutions adopted by our customers, including the Southwest Airlines announcement, which was signed with Amadeus Altéa NDC, and Alaska Airlines, which has implemented our network revenue management solution.
In airports, one of the milestones with the signing with London City Airport for Acres self-service kiosks, boarding gates, and automated luggage handling solutions. We're also promoting the adoption of our biometric technology solutions with the selection of the Philippines Immigration Office of Amadeus Biometric Solutions for its national airports. In hospitality, Imperial Hotels & Resorts has implemented Amadeus Web Solutions to modernize their online presence. Visit Hungary, which is the destination marketing organization in Hungary, has extended its use of Amadeus Media Solutions. As for our payments business, British Airways Nevio client has successfully started to operate Outpayce as its end-to-end payments orchestrator in every channel. We've also extended our partner network for a new strategic partnership with the Tata Consultancy Services. Finally, we completed the acquisition of SkyLink, moving forward in our AI strategy, incorporating in-house automation and orchestration data-driven capabilities.
We've also announced our intention to acquire Idemia Public Security, which is a leading provider of biometric and identity services. As reliable digital identity and biometric solutions become an essential layer of the journey experience. This transaction will reinforce Amadeus' broader ambition to become an orchestrator of the whole travel ecosystem. This milestones underline progress we've already achieved in 2026 on our role in providing more fluid end-to-end travel experiences. We operate in an environment which still has a lot of uncertainty and complexity, driven by fast technology change and broader global pressures. In this context, Amadeus has continued to invest in transformative technologies which allow more seamless end-to-end travel, driven by the trust we've achieved as the reference system for the whole industry, our deep integration in the whole ecosystem, and our ability to operate globally.
Working closely with clients and partners in an AI-enabled ecosystem, we help to translate innovation to practical results, which promotes more fluid, seamless end-to-end travel and contributes to a more resilient travel industry better equipped for the future. I'd like to thank our shareholders for their continued trust and support. Guided by our purpose, which is to improve travel experience for everyone everywhere, we face the future with confidence. Now I'm going to give the floor to the Chairman.
[Non-English content] Thank you very much, Mr. Maroto. Now it is time to give a briefing on the main activities performed by the Audit Committee and the Nominations and Remuneration Committee during 2025. Mr. Jacinto Esclapés, Secretary of the Board of Directors, acting in representation of the respective Chairs of the Committees, Mrs. Eriikka Söderström, Audit Committee, and Mrs. Amanda Mesler, Nominations and Remuneration Committee, will read both reports. Shareholders, Mr. Chairman, good morning. I am addressing you as Chair of the Audit Committee of the Board of Directors, for which I was appointed by resolution of the committee effective on May 7th, 2025.
First, I would like to inform this general shareholders meeting that the external auditor for the company's consulting group, Ernst & Young, has issued a clean opinion without any reservations or qualification in respect to the standalone and consolidated annual financial statements for this year ended December 31st, 2025. In this regard, the audit report states as follows: "In our opinion, the accompanying consolidated annual accounts give a true and fair view in all material respects of consolidated equity and the consolidated financial position of the group as of December 31st, 2025, and of its financial performance as consolidated cash flows for the year that ended in accordance with the IFRS as adopted by the European Union, other provisions in the regulatory framework applicable in Spain.
We are independent of the group in accordance with the ethical requirements, including those related to independence that are relevant to our audit of the consolidated annual accounts in Spain, as required by prevailing audit regulations. In this regard, we have not provided non-audit services, nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the forementioned requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a base of our opinion. End of quote. On February the 23rd, 2026, the Audit Committee issued the mandatory annual report on the activities carried out by the Audit Committee during the financial year 2025, which was submitted to the Board of Directors and which I now briefly summarize to you shareholders.
In any event, the annual report is available on the company's website under the Corporate Governance section. The Audit Committee is composed of five members, all of whom are non-executive directors and independent directors. The Audit Committee meets on a regular basis as called by its chair. During the financial year 2025, the committee held five meetings, four of which took place prior to the publication of the quarterly or semester financial statements. The external auditors, Ernst & Young, represented by the partners in charge of the company's audit, are invited and attend all the meetings.
In addition to the regular communications between the chair of the Audit Committee and the internal external auditor during the financial year, the chair of the Audit Committee holds ad hoc meetings prior to each meeting of the committee with those members of the management team who, due to the nature of the items on the agenda to be discussed, will make some kind of presentation to the committee. It should be noted that at the meeting corresponding to the presentation of the annual accounts, the Audit Committee meets separately with the external auditor without the presence of the management team. Three recurrent sections form part of the agenda of the committee throughout the year, respective of others, which, depending on the matter at hand, are also included for discussion, analysis, and recommendation as the case may be.
Firstly, under section external audit, the company's auditors report to the Audit Committee on the most relevant aspects of the audit work in progress and semi-annual periodical reporting, as well as on significant accounting aspects, including the application of accounting standards, describing, if any, the existence of discrepancies between company management and the auditors with respect to any specific item. Let me inform you that none of the areas under analysis have required the intervention of the Audit Committee. Secondly, internal audit. I'd like to inform the shareholders that no material consequence that have required the direct intervention of the Audit Committee have resulted within the scope of the internal audits carried out. Thirdly, risk management, without having raised issues of relevance to a potential financial or reputational impact in this area.
Finally, the section other matters includes any other discussions and analyses that do not fall within the scope of the preceding sections. The annual report is complemented by reference to related party transactions and incidents and proposals for improving the company's rules of the governance. It should be that there have been no incidents requiring the amendment of the company's governance rules. We are confident to continue reinforcing the Audit Committee's role as a collective body to perform its role of oversight and advice to the board properly and effectively within context of the best practice and independence. Thank you very much for your attention. Let me now read the report from the chair of the Nominations and Remuneration Committee.
I'm addressing you as chair of the Nominations and Remuneration Committee of the board of directors, for which I was appointed by resolution of the committee effective on May 1st, 2026. On February 23rd, 2026, the Nominations and Remuneration Committee issued the mandatory annual report on the activities carried out by this committee during the financial year 2025, which was submitted to the board of directors and which I now briefly summarize to you shareholders. In any event, this annual report is available on the company's website under the corporate governance section. Just as in the case of the audit committee, the Nominations and Remuneration Committee is composed of five external directors, all of them are independent directors. The Nominations and Remuneration Committee meets on a regular basis as called by its chair. During financial year 2025, the committee held four meetings in February, April, October, and December.
Three recurrent sections form part of the agenda throughout the year, respective of others, which depending on the matter at hand, are also included for discussion, analysis, and recommendation where appropriate. Firstly, compensation matters, secondly, corporate matters, finally, nomination matters. During the last quarter of 2025, and based on the policy regarding communication of economic, financial, non-financial, and corporate information regarding communication contact with shareholders, institutional investors, and proxy advisors, dated December 16, 2020, there have been informative sessions held with the main institutional investors and proxy advisors in order to explain the rationale of the proposed compensation for the executive director, the chair of the board, and the independent directors for financial year 2025, and to consider their points of view. The conclusions of those meetings were further reported both to the committee and to the board.
The annual report is complemented by reference to the nature of the directors, independent, other external, and executive, the composition of the board, with a special reference to gender parity. As of December 31st, 2025, the presence of the less represented gender on the board of directors, female, is 41.66%. Lastly, regarding the evaluation of the functioning and performance of the board of directors and its committees, no significant points or comments have been identified in the areas under evaluation that could lead to relevant changes in the organization or to the direct intervention of the committee to try to resolve any kind of conflict.
A follow-up of the list of companies in which the board members also serve as director and/or executive managers is made, followed by the verification of the compliance with the director selection policy for the purpose of the election renewal process for members of the board of directors during 2025. We're confident to continue reinforcing the Nominations and Remuneration Committee's role as a collective body to perform its role of oversight and advice to the board properly and effectively within the context of the best practice and independence. Thank you very much for your attention. Thank you. As set forth in Article 528 of the Spanish Capital Companies Act, we would like to make a brief reference to the most significant corporate governance aspects of the company and the level of compliance of the Good Governance Code by the company.
I give the floor to the secretary so that he can make a summary of these points. Shareholders, Board members, first of all, let me highlight that in line with previous years, the company maintains the highest levels of corporate governance practices, reviewing and implementing initiatives that help us maintain our market leadership and our reputation as a trusted partner for customers, suppliers, and other stakeholders. The 2025 Global Report and the 2025 Statement of Non-Financial and Sustainability Information, which forms part of the consolidated management report, showcase our environmental, social, and governance sustainability initiatives, informing the most relevant areas where Amadeus can have a significant positive impact in these areas. The Board of Directors, through its Audit Committee and its Nominations and Remuneration Committee, continues and will continue to encourage good corporate governance practices.
On the other hand, the degree of compliance with the recommendations of the Code of Good Governance is maintained with respect to the previous year, 2024. Thus, in relation to the 2025 financial year, as stated in the annual corporate governance report, of the 64 recommendations of the Code of Good Governance, 48 are complied with, seven are not applicable to the company, five are partially complied with, and four have been the subject of the corresponding explanation. In any event, recommendations whose follow-up is partial or require explanation do not affect the transparency of the company or undermine the commitment of this board of directors to the best practices of good corporate governance, social responsibility, and sustainability in all areas.
This commitment is reflected, among other aspects, in the Global Report 2025, which is available to you and which I would gladly invite you to read as in previous years. Thank you very much. Thank you, Mr. Secretary. Before we proceed with the voting of the agenda items, and as I mentioned earlier, we shall now, read the final quorum of the general shareholders meeting.
According to the figures provided by the organizers, there's been no change between the preliminary attendance quorum that we read out before and the final quorum. We just will take that preliminary quorum as the final quorum.
If any shareholder wishes to make any statement or reservation about the quorum, he or she is invited to do so now by approaching the table where the notary is sitting for the purposes of their personal identification, providing information on the number of shares they represent, and to record the statements they wish to make. Now it is the turn for the shareholders' participation.
Shareholders may ask those questions they consider necessary regarding the agenda items. In order to have a smooth meeting, questions shall take place before the beginning of the voting period. The chairman will give the floor to the shareholders respecting the order of their request to participate, and then will reply directly or through the person he designates once all shareholders' requests have taken place. Shareholders who wish to have the content of their participation or their question duly recorded, as well as the content of their vote, and where appropriate, their position of agreement, must expressly request so. Furthermore, should they wish that their participation or question is recorded literally, they must provide a written statement to the notary so that she can verify its content subsequently incorporated into the minutes.
Before starting their participation, the shareholders or their representatives who have requested to take the floor must identify themselves by stating their name or the name of the shareholder they represent. In all cases, shareholders who wish to take the floor must also attendance card if it is noted. Please, we would ask you to be brief to allow as many shareholders to proceed as possible. Any questions? Thank you. Now we're going to give the floor to the Secretary so he can proceed to the reading and subsequent vote on the proposed resolutions in the agenda. Each agenda item shall be voted on separately, particularly the one relating to the re-election of directors, which shall be voted on individually.
Pursuant to Article 19 of the regulations of the general shareholders meeting, the secretary shall not be required to read the full text of any proposed resolutions whose texts have already been made available to shareholders prior to the general shareholders meeting, unless it is so requested by a shareholder, or is deemed fit by the chairman for all or for specific proposed resolutions. Attendees, in any case, will always be informed of the agenda item the proposed resolution refers to, and on which the shareholders shall cast their vote, and a brief summary will be given of that proposed resolution. After reading the agenda item, we will proceed immediately to vote on each proposed resolution. In accordance with the regulation of the general shareholders meeting, the voting procedure shall be as follows.
With respect to resolutions on items in the agenda, the votes on the proposals made by or assumed by the board of directors, that correspond to the shares of shareholders that attend the meeting or that are represented in the meeting according to the attendance list, shall be considered as votes for or in favor of the proposals, excluding the votes corresponding to those shares whose owners or representatives have informed the secretary about their decision to leave the meeting before the relevant vote is cast, votes against, abstentions, or blank votes, if any. For the purposes of the voting process, pursuant to Article 19.8 of the regulations for general shareholders meeting, the chairman shall ask for the votes against and for the abstentions. After that, it's unnecessary to inform about votes in favor.
Regarding blank votes, they should only be considered in the event that the shareholder who cast those votes expressly requests it, without the need for the chairman to ask anything in this respect. In relation to the above, in the event there is any shareholder who expressly wishes to state in writing their vote against, or abstention, or blank vote in relation to any of the resolutions, they may approach the notary once the read and discussion and voting of all the resolutions has taken place, so she may address any request in that respect. Also, the notary must be informed of the vote delegations that have been received, as well as the content of those votes, so that these can be duly notarized.
To this end, both the chairman and the notary have received from the company's organizational services the list of votes received in favor, against, and abstentions of each and every one of the items on the agenda, so that the chairman's statement on the existence of a sufficient majority of favorable votes on each item and approval of said proposals is carried out under such a list. In accordance with Article 201 of the Capital Companies Act, the resolution should be adopted by a simple majority of votes of the shareholders present or represented in the meeting.
That is more votes in favor than against, except for the resolutions on items six, nine, and 10 of the agenda relating to the decrease in share capital, delegation upon the board of directors of the power to issue bonds, obligations, and other securities, and the delegation upon the board of directors of the power to increase share capital with the exclusion of preemptive rights respectively, which will need to be adopted by an absolute majority. We will now move on to the vote of the proposed resolutions that are submitted to this general shareholders meeting, with a brief summary of each of them, without prejudice of the fact that the full content of the proposals will be included in the minutes drawn up by the notary.
On all items of the agenda that are approved with a sufficient majority, the notary will reflect in the minutes the votes against and the abstentions. First, item examination and approval, if applicable, of the financial statements, balance sheet, profit and loss account, statement of changes in equity during the year period, cash flow statement and annual report, directors' report for the company, consolidated annual accounts, and consolidated directors' report for the group of companies, all for the financial year that ended on 31st December 2025. Proposal, approval of the company's individual financial statements, the group's consolidated financial statements, and the management reports of the group, all for the year ending December 31st, 2025, as issued by the company's Board of Directors in its meeting held on February 26th, 2026. Any votes against or abstentions? There is a sufficient majority of votes in favor, this resolution is approved.
Item two, examination and approval, if applicable, of the non-financial information report and the sustainability report for the financial year ended 31st December 2025, which is part of the consolidated directors' report. Proposal, approval of the non-financial information report and sustainability report related to the financial year ending December 31st, 2025, which is part of the consolidated directors' report as per Law 11/2018 of December 28. Any votes against or abstentions? Since there is a sufficient majority of favorable votes, this resolution is approved. Third, directors' remuneration report 2025 for an advisory vote pursuant to Article 541.4 of the Spanish Capital Companies Act, which is part of the standalone and consolidated directors' report. This item of the agenda is purely of an advisory nature, and the purpose is to inform the shareholders of the general shareholders' meeting on the directors' remuneration.
The report was provided to the National Stock Market Commission on February 27th, 2026, and has been made available to shareholders as part of this general shareholders' meeting documentation. Proposal. Propose that the general shareholders' meeting cast an advisory vote in accordance with Article 541.4 of the Spanish Capital Companies Act on the annual report on directors' remuneration that has been made available to the shareholders. Any votes against or abstentions? Since there is a sufficient majority of votes in favor, this resolution is approved. Fourth, approval, if applicable, of the proposal on the appropriation of 2025 results and other company reserves. Proposal. Approval of the allocation of the company's results corresponding to the financial year ended December 31st, 2025, as per the proposal approved by the board of directors in the meeting held on February 26th, 2026.
To the distribution of the profits obtained by the company in the year ending 31st December 2025, amounting to €1,266,532.83, to be distributed as follows, a final gross dividend of €1.54 per share with the right to take part in the said distribution of the payment date, of which an interim dividend of €0.53 per share were paid in full on January 16th, 2026, being therefore still pending a complimentary dividend payment of €1.01 per share. Retained earnings based on the above, the proposed appropriation of results is as follows. Net profit for the year, €1,266,532,836 to be allocated, €601,913,540.98, and for dividends, €664,619,795.84. In addition, we're proposing the special reserves be reclassified to retained earnings as follows. An amount of €138,823,053.30 for special reserves, €138,823,053 as retained earnings.
To confirm that dividend payment will be made on July 3rd, 2026, through the member entities of [Non-English content] S.A., with Banco Bilbao Vizcaya Argentaria, S.A. as Spain agent. Any votes against or abstentions? As there is sufficient majority of votes in favor, this resolution is approved. Fifth, examination approval, if applicable, of the management carried out by the board of directors for the year ended December 31st, 2025. The proposal is to approve the management carried out by the board of directors of the company during the financial year ended December 31st, 2025. Any votes against or abstentions? As there is sufficient majority of votes in favor, this resolution is approved. Item six, approval of reduction in share capital through the redemption of 18,927,909 treasury shares acquired under a share buyback program.
Amendment to Article 5, share capital of the bylaws, delegation of powers to the board of directors, including the authority to delegate further, such as requesting delisting and canceling book entries for the redeemed shares. The proposal is to reduce the share capital of the company by EUR 189,279,909 by redeeming 18,927,909 shares currently held as treasury stock. The capital reduction does not entail a return of contribution to the shareholders because the company itself owns the shares being redeemed and is carried out against unrestricted reserves. The creditors of the company do not have any objection rights. Article 5 of the bylaws is amended to henceforth read as follows. Article 5, share capital. The share capital is set at a figure of EUR 4,315,712.96 and is fully subscribed and paid in.
The share capital consists of 431,571,296 shares with a nominal value of EUR 0.01 each, which belong to the same class.
To delegate to the board of directors with express powers to delegate the necessary powers to proceed to implement this resolution. Any votes against or abstentions? There is sufficient majority of favorable votes, this resolution is approved. The seventh item on the agenda, which is the appointment and re-election of directors. All of the following proposals are subject to separate votes in accordance with Article 35 of the bylaws. Item 7.1, re-election of Mr. William Connelly as independent director for a term of one year. The proposal is to re-elect, with the positive endorsement of the board of directors and upon approval from the Nominations and Remuneration Committee as independent director for an additional one-year term, Mr. William Connelly, whose personal data is recorded in the Commercial Registry. Any votes against or abstentions? There is a sufficient majority of favorable votes, this resolution is approved.
Thank you very much. Item 7.2, re-election of Mr. Luis Maroto Camino as executive director for a term of one year. The proposal is to re-elect with the positive endorsement of the Nominations and Remuneration Committee and upon a proposal from the board of directors as executive director for an additional one-year term, Mr. Luis Maroto Camino, whose personal data are recorded in the commercial registry. Any votes against or abstentions? There is a sufficient majority of favorable votes, this resolution is approved. Item 7.3, re-election of Mrs. Pilar García-Ceballos Zúñiga as independent director for a term of one year. The proposal is to re-elect with the positive endorsement of the board of directors and upon a proposal from the Nominations and Remuneration Committee as independent director for an additional one-year term, Mrs. Pilar García-Ceballos Zúñiga, whose personal data are recorded in the commercial registry.
Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. Item 7.4, re-election of Mr. Stephan Gemkow as independent director for a term of one year. The proposal is to re-elect with the positive endorsement of the board of directors and upon a proposal from the Nominations and Remuneration Committee as independent director for an additional one-year term, Mr. Stephan Gemkow, whose personal data are recorded in the Commercial Registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. 7.5, re-election of Mr. Peter Kürpick as independent director for a term of one year.
The proposal is to re-elect with the positive endorsement of the Board of Directors and a proposal from the Nominations and Remuneration Committee as an Independent Director for an additional one-year term, Mr. Peter Kürpick, whose personal data are recorded in the Commercial Registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. 7.6, re-election of Mrs. Xiaoqun Clever-Steg as Independent Director for a term of one year. The proposal is to re-elect with the positive endorsement of the Board of Directors and on a proposal from the Nominations and Remuneration Committee as an Independent Director for an additional one-year term, Mrs. Xiaoqun Clever-Steg, whose personal data are recorded in the Commercial Registry. Any votes against or abstentions? As there is sufficient majority of favorable votes, this resolution is approved.
7.7, re-election of Mrs. Amanda Mesler as independent director for a term of one year. The proposal is to re-elect with a positive endorsement of the board of directors and on a proposal from the Nominations and Remuneration Committee as independent director for an additional one-year term, Mrs. Amanda Mesler, whose personal data are recorded in the commercial registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. 7.8, re-election of Mrs. Jana Eggers as independent director for a term of one year. The proposal is to re-elect with the positive endorsement of the board of directors and upon a proposal from the Nominations and Remuneration Committee as independent director for an additional one-year term, Mrs. Jana Eggers, whose personal data are recorded in the commercial registry. Any votes against or abstentions?
As there is a sufficient majority of favorable votes, this resolution is approved. 7.9, re-election of Mrs. Eriikka Söderström as independent director for a term of one year. The proposal is to re-elect with a positive endorsement of the Board of Directors and upon a proposal from the Nominations and Remuneration Committee as independent director for an additional one-year term, Mrs. Eriikka Söderström, whose personal data are recorded in the Commercial Registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. 7.10, re-election of Mr. David Vegara Figueras as independent director for a term of one year.
The proposal is to re-elect with the positive endorsement of the Board of Directors and upon a proposal from the Nominations and Remuneration Committee as independent director for an additional one-year term, Mr. David Vegara Figueras, whose personal data are recorded in the Commercial Registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, this resolution is approved. Lastly, 7.11, re-election of Mr. Frits Dirk van Paasschen as independent director for a term of one year. The proposal is to re-elect with a positive endorsement of the Board of Directors and upon a proposal from the Nominations and Remuneration Committee as independent director for an additional one-year term, Mr. Frits Dirk van Paasschen, whose personal data are recorded in the Commercial Registry. Any votes against or abstentions? As there is a sufficient majority of favorable votes, the resolution is approved.
Just to point out that directors William Connelly, Mr. Luis Maroto Camino, Mrs. Pilar García Ceballos-Zúñiga, Mr. Stephan Gemkow, Mr. Peter Kürpick, Mrs. Xiaoqun Clever-Steg, Mrs. Amanda Mesler, Mrs. Jana Eggers, Ms. Eriikka Söderström, Mr. David Vegara Figueras, and Mr. Frits van Paasschen, all of them present in this event, accept their appointment to the position of directors and declare not being subject to any of the causes of incompatibility or legal prohibition, in particular, those of Article 213, Law 1/2010, July 2nd, Law 3/2015 of March 30th, and Law 1495 of April 2011, and this will duly be reflected in the minutes of the meeting.
Eighth, authorization to the board of directors to carry out the derivative purchases of the company's own shares directly through the companies of the group, setting forth the limits and requirements for these acquisitions, with delegation upon the board of directors of the necessary faculties for its execution, leaving without effect the unused part of the delegation granted by the general shareholders' meeting of June 23rd, 2022. Proposal, to authorize the board of directors of the company to carry out derivative purchases of the company's shares. Maximum number of shares cannot exceed 10% of the share capital. The minimum maximum purchase price of the shares will be equivalent to 90 and 110% of the closing price for the share in the Madrid Stock Exchange in the date immediately preceding the date of purchase, respectively.
The shares acquired may be used either to be redeemed through a share capital decrease, or to comply with obligations that are inherent to debt financial instruments convertible into shares, or use them for the remuneration schemes, or for the coverage or fulfillment of any remuneration plan based on shares or linked to the share capital. Finally, for consideration to satisfy payment obligations resulting from direct or indirect, total or partial transactions for the acquisition of companies or assets. The authorization will remain in force for a period of five years. Finally, to leave without effect the authorization to acquire treasury stock granted to the board of directors by the general shareholders meeting held on 23rd of June 2022 for the remaining shares not acquired under such authorization. Any votes against or abstentions?
Since there is a sufficient majority of votes in favor, this resolution is approved in the terms proposed above. Ninth, delegation to the board of directors of the power to issue bonds, debentures, and other fixed income securities and hybrid instruments, including preferred shares, in all cases, simple, exchangeable, and/or convertible into shares, warrants, promissory notes, and preferred securities, empowering the board to exclude, if applicable, the preemptive subscription right pursuant to Article 511 of the Spanish Capital Companies Act, and authorization for the company to be able to secure the issuance of these securities made by its subsidiary companies, leaving without effect the unused part of this delegation granted by the general shareholders meeting on June 23rd, 2022. Proposal to delegate upon the board of directors the power to issue negotiable securities.
These negotiable securities referred to in this delegation may be debentures, bonds, promissory notes, or any other fixed income securities or similar debt instruments or hybrid instruments, including, among others, preferred shares, both simple and exchangeable for company shares or shares in any other company, whether or not belonging to its group of companies, and/or convertible into shares of the company, and/or that allocate to their holders a share in the corporate earnings. This delegation will remain in force for a period of five years. The total maximum nominal aggregate amount of the issuer issues of securities agreed pursuant to this delegation will be of EUR 7,500 million, or its equivalent in another currency. Under no circumstance may convertible and/or exchangeable debentures be issued for a figure lower than the nominal value.
Likewise, in accordance with the provisions of Article 415.2 of the Spanish Capital Companies Act, debentures may not be converted into shares when the nominal value of the former is lower than that of the nominal value of the shares. In the case of warrant issues, by analogy, will be subject to the provisions of the Spanish Capital Companies Act of convertible and/or exchangeable debentures. The delegation or issuance of convertible and/or exchangeable debentures of bonds and warrants over newly subscribed shares shall include the faculties to increase the capital in the necessary amount to meet the application for conversion in the exercise of the warrants over newly issued shares.
This power may only be exercised to the extent that the board of directors, adding together the capital increase to meet the issuance of convertible debentures of bonds or the exercise of warrants and other capital increases, may have agreed pursuant to authorizations granted by the general shareholders meeting, does not exceed, in aggregate nominal amounts, the limit of 10% of the company's share capital. The board of directors, when issuing convertible and/or exchangeable debentures of bonds of warrants of a newly subscribed share pursuant to the delegation, shall also be authorized to exclude the preemptive subscription right of shareholders when required by the corporate interest pursuant to the provisions of Article 511 of the Spanish Capital Companies Act.
This authorization revokes, replaces, and leaves without effect in the amount not used, the authorization granted to the Board of Directors for the same purpose by the General Shareholders Meeting in the meeting held on June 23rd, 2022. Any votes against or abstentions? Since there is a sufficient majority of votes in favor, this resolution is approved in the terms proposed above. Tenth, delegation upon the Board of Directors of the power to increase the share capital authorizing the Board to exclude preemptive subscription rights pursuant to Articles 297.1B and 506 of the Spanish Capital Companies Act, leaving without effect the unused part of the delegation granted by the General Shareholders Meeting on June 23rd, 2022.
Proposal to delegate to the board of directors the power to increase their share capital. The delegation may be exercised by the board of directors, once for the full amount, or by way of several partial and successive increases at any time within the period of five years, counting from the date of adoption of this resolution. The maximum nominal amount by which the share capital may be increased pursuant to this delegation will be, first, up to a maximum aggregate amount of 50% of the share capital at the moment of the authorization after the execution of the decrease of capital also agreed by this shareholders' meeting.
B, to a maximum aggregate amount of 10% of the company share capital resulting from the implementation of the capital decrease referred to under this item six of the agenda of this general meeting in relation to the capital increase or those capital increases in which the board of directors resolves to exclude the preemptive subscription rights. Delegation will include, in accordance with Articles 308 and 506 of the Spanish Capital Companies Act, the power to totally or partially exclude the shareholders' preemptive subscription right when required in the corporate interests. This authorization revokes, replaces, and leaves without effect, to the extent not used, the authorization granted to the board of directors for the same purpose resolved by the general shareholders meeting held on 23rd of June 2022. Any votes against or abstentions? Since there has been a sufficient majority of votes in favor, this resolution is approved.
Lastly, item 11 on the agenda, delegation of powers to the board of directors with power of substitution for the fullest formalization, interpretation, remedy, and implementation of the resolutions adopted by the general shareholders meeting. The proposal, without prejudice to the powers given by the law and by the bylaws of the company, it is agreed to delegate as broadly as any law is required to any director or to the secretary and the vice secretary acting individually, the implementation of each and every one of the resolutions adopted at the general shareholders meeting, with powers to interpret, remedy, and complete them for their conversion to public deed, as well as, if applicable, to achieve their filing with the Commercial Registry, with the power to substitute the said delegation as they may consider fit in favor of any other director or member of the company's management.
Any votes against or abstentions? There is a sufficient majority of votes in favor, this resolution is approved. Thank you very much. All resolutions are therefore approved. The minutes will state the detailed results of the voting and everything that has taken place today at the general shareholders meeting. I'd like to point out that in accordance with Article 101 of the Spanish Companies Registry Regulations, the presence of the notary public has been required. That's so she may draw up the minutes of the meeting, and which will consider the minutes of the meeting pursuant to Article 103 of the Spanish Companies Registry Regulations. This general shareholders meeting now concludes. I thank you for your participation. I hereby declare the meeting to be adjourned. Good morning to you all.