AGM 2019

Apr 5, 2019

Slides

Good morning, ladies and gentlemen, shareholders. We would like to thank you for attending Freno Real's ordinary general shareholders meeting held at second call as yesterday, sufficient quorum was not reached so that it could be validly constituted on first call. At the Board of Directors request, we have notary Mr. Javier Nawaro, Rui Oserres of Madrid to record the minutes of the meeting. I'm going to give the floor to the Secretary of the Board of Directors and of his General Shareholders' Meeting. Santi Orteva Monde. [SPEAKER JOSE HUMBERTO LARS FRANCOIS PROFITIGO GUZMAN PERERA:] We'll read the legal notice of the meeting and the provisional days are collected on attendance to shareholders. Good morning. The notices of the call for the Annual General Shareholders Meeting have been published into Article 27 of the Article Association on 516 of the Capital Companies Act on the website of the Spanish Securities Market Committee. On February 28, 2019, on Ferrobiad's website on March 1, 2019. And in the daily newspapers ABC and Mondolara funnel, by his expansion in Cigna's and Elekonomista on March 2, 2019. Given the length of the text for the call, in accordance with ASCO 19.3 of the regulations of the shareholders meeting, we will summarize as content. The call includes the agenda, potential supplement, shareholders electronic forum, right to information where documents made available to shareholders are listed. Attendance rates, representation, remote attendance and representation involving using remote Fumigation means it contains the rules on exercising those rights and on personal data protection. We will now summarize the agenda. Matters for approval. 1st, examination and approval as appropriate if the individual financial statements and the management report Fero Yealis A as well as the financial statements and the management reports of the consolidated group for the financial year ended December 31, 2018. 2nd, application of results, financial year 2018 3rd, examination and approval as appropriate of the management of the Board of Directors in the year. 4th, 3 appointment of the company auditors and the group auditors. 5th, 3 appointment confirmation and appointment of directors, item that's divided into 10 sections, each one subject to a separate vote. 6, check up link is in the amount to be determined by issuing new ordinary shares, at a par value of $0.20 each against reserves, offering shareholders the possibility of selling the free of charge allocation rights to the company itself. At a guaranteed price were on the market. 2nd share capital increase in the amount to be determined under the terms of the former, AF, approval of share capital reduction by means of the redemption of a maximum of 1,000,000, 115,000,000 the company's own shares. 9, authorization to the Board of Directors to increase the share capital once or several occasions and at any time, During a maximum term of 5 years, by means of monetary contributions up to a maximum nominal amount of 1,000,000 Gurus and $0.70, delegation of the power to exclude the preemptive subscription, right, Optobox, almost 20% of that amount, a 10th authorization to the Board of Directors to issue fixed income securities or debt instruments of our similar nature, convertible and lower exchangeable for shares, can bondholders are sharing corporate profits up to a maximum limit of 75% of the company's equity issuance latest approved balance sheet. And in the case prepared up to a maximum limit of 25 percent of the company's equity shown in the latest approved balance sheet. 11. Approval of the directors remuneration policy, 12 approval of a shared land remuneration system for board members who perform executive functions. 13 authorization to divest all or part of the assets of the Services Division of the Ferrogial Group. 14, delegation of powers on the Board of Directors, the Executive Committee, the Chairman and the CEO for the execution or implementation of the agreements adopted by the General Shareholders Meeting. Mathes for advisory vote, 15th annual report on directors remuneration, and matters for information 16, information on the amendments incorporated to the regulations of the Board of Directors. That was the summary of the agenda. Now you has been made of the rights that the law grants shareholders to request the publication of a supplement to the court or to propose recent proposals regarding matters already included in the agenda. Since the publication of the call, 1st, shareholders under the terms established in the Capital Companies Act have been consult a documentation in the registered office or request that the documentation will be sent to them And second, the company has continuously published on its website, all the information covered by Article 518 of the Capital Companies Act. We will now hear the provisional attendance quorum data. Present in this AGM, present or represented 490 1853,581,581,581,000,000, which represents 67.4 18% of total subscribed and paid up share capital sufficient quorum for the valid constitution of the General Shareholders Meeting on second call. Later, we will give you definitive data. Ladies and gentlemen, shareholders, on behalf off the board and on my own behalf, I would like to thank you all for being here, and I would like to welcome you on against this general shareholders meeting. Let me start off my presentation by reminding you that in May, this year, it will be 20 years since our real started trading on the stock market on 5th May, 1999, our company started trading in Madrid with a share price of 22 Now that's equivalent to slightly less than a share price currently because of the adjustment made through the split, the four times one split that took place in 2009 and Now that at the time then was a market cap of a little over 1,000,000,000. It's now 1,000,000,000. With our current share price slightly over 1,000,000,000, the dividends that have been paid out throughout these 20 years, all of you who have a company named Ursa over the years in this trip have multiplied the value of your investment by 6.4 times and you have obtained a a cumulative annual return of 10.4 percent, that is during each one of those 20 years. Moreover, this year too, in 2019, it will be the 20th anniversary in April of our investment in the Toronto for 7 toll road, and that was acquired from the government of the province of Ontario by a consortium led by Ferrelief for about CHF 3,000,000,000, slightly above CHF 3,000,000,000. That operation, which was a very high figure, of course, at the time for Ferribial was a milestone in the international development of the company and a transaction that would give us the security and the capability to be able to take on other key investments infrastructures and services in other Anglo, Anglo Saxon Countries. In the last financial year, those investments, were translated into dividends received by Ferrovial of a total of 1,000,000. And that figure can be raised to 1,000,000 if we include in that figure the dividends corresponding to services projects And that would allow us to propose for its approval further ahead in this meeting today. A total shareholders return equal to the figure for 2017 of a total amount of 1,000,000. Another relevant milestone that was announced to the market just a few weeks ago was the decision that has been taken by the Board of Directors to put out the services division for sale. Now this is because we want to concentrate our material and human resources in what we know how To do best, that is developing and promoting private infrastructure. Now this has been a substantial change in our strategy, which has been welcomed by the market. And although This is something that has just started very recently. We believe that the operation will be finalized by the end of the summer this year. Now this has had 2 key accounting impacts. 1st of all, we have classified as available for sale the whole services division with everything that Iy goes outside of the consolidation scope and is being reported as discontinued operations. Also, we have put in a provision of 1,000,000 corresponding to the impairment of the value of every real stake in Amy. Now that is due to the impact of the budgetary constraints in the case of local governments in the UK. And the litigation that Amy has currently with the Birmingham City Council, that provision has no cash effect. As for operating results, on our net profit figure for continuing activities, a total of 1,000,000, so that's up compared to 2017. And sales from those continuing operations grew by 11.3% during the same financial year to a total of 1,000,000,000. So that impetus that we have recorded in our turnover is because of the greater contribution of the construction division, which, benefited from the the start of some major works in the United States. Our EBITDA was 1,000,000 and our net result for the financial year after discounting that provision was -1000000. Now we are addressing these changes with a very solid financial position FerVEAL closed 2018 with a net treasury position of 1,000,000,000, excluding infrastructure projects, but including the projects relating to services at the end of the year, our consolidated net debt figure was billion. Now between the dividends that we have received from our projects, I would highlight perhaps a contribution made by the 407 ETR, that's 1,000,000 and also a contribution made by airports, that was 1000000 or 1,000,000 from that figure came from Heathrow Services contributed 1,000,000. Our CapEx investment, a total 1,000,000 and divestments to 1,000,000 in the framework of our asset rotation policy for our material asset I would highlight the sale of our stake in the Greek highways, central Greece and ionian road. That was 1,000,000 and another 1,000,000 that came from mostly from the sale of PFI's, by our Services Division, the UK, are our portfolio then, our backlog last year finished, at a figure of 30.3 1,000,000,000, about 1,000,000,000 came from construction, 89% of that backlog is international. 1000000000 correspond to our services division, which was up 3.3% compared to 2017. If we look at the proportional integration criteria for our counting. I think that more accurately reflects the art of the company. You can see that today, 86% of our sales and 88% of our EBITDA come from activity outside of Spain, United States, where our sales grew last year by a figure that up to 1,000,000,000, including services, I think, is worth spending a moment on. We have started work on the I-sixty six Virginia toll road in the Denver Airport this year, we'll be opening the I-seventy seven toll road in North Carolina in Canada. We also started operating the 2A settlement of the 4 70 East Extension in Australia. The partial opening of 24 kilometers, that section in Tawumba, the full opening is scheduled for the second half of this year. Despite the uncertainty surrounding Brexit in the UK, the expansion of Heathrow Airport I believe is going to be one of the biggest investments, private investments that will take place in Europe over the next 2 years, although there is still a long way to go, to complete the process of obtaining the necessary authorizations, turning to financing sources now. As usual over the last few years, I can tell you today that diversification of our financing sources is, of course, a priority for us last year in August, the company signed a liquidity facility, including sustainability criteria for a total of 1,000,000 that Now that line, which replaced the previous one, of 1,000,000,000, has also maintained improvement in our financial cost and also extended out the maturity of our debt to 2023 with the option to 20 25, but we've also taken advantage of the favorable low interest rate environment to close or complete rather at the end of 2018, a commercial paper issue on the ARISTOC exchange has a total of 1,000,000,000 and the 470TR also issued senior bonds, a total of 500 and 1,000,000 cat, that was 3.72 percent interest rate maturity 30 years. And Heathrow obtained additional financing through different facilities for a total amount of 1,000,000,000 that's in sterling. With regard to our credit rating, Standard And Poor's and Fitch, have maintained FerriVille's corporate debt at investment grade with ABBB rating and a stable outlook. Now despite the 6% drop in our share price. Ferrogel's share once again outperformed in 2018, the IBX 35, which fell by 15% of the company closed financial year 2018 with a market cap of 1,000,000,000 and since the end of last year, investors and analysts seem to welcome the new direction taken by our strategy. So far in 2019, our variable share price, has appreciated it by in value by 20.1%. And once again, outperforming the IBX, and that means that our market cap, at the end of market trading yesterday, totaled 1000000000 The general consensus among analysts is that our share price is 1,000,000, and that's up with an upside of around 10%. Shareholder returns now, the remuneration to our shareholders, so as I said before, grew by in 2018 to 1,000,000, that's the same as in 2017, of course, if this is approved by the meeting, figure also includes payment in cash, that scrip dividend option, 1,000,000 and a share buyback. For Treasury stock, 1,000,000, as you know, the resolutions that have been put to this meeting today include the approval of that flexible dividends similar to for the capital increase through issuing our freed up shares were also putting to you on this agenda a reduction of capital through the amortization of treasury stock and the main impact would be an increase in the return per share for the company that is what we will decide today. Based on tangible shareholders, transparency and integrity are corporate governance practices, Ian Fervielo, we are a company of values and convictions, and we want to be among the best there right from the level of the Board of Directors down to the newest employee. As part of our Ferri VR compliance model, in 2018, we improved a due diligence procedure for the ethical integrity of our suppliers, together with the same process that we have, ethical integrity for our business partners, partners that was improved in 2017 the idea is to actually stand out the values and principles that are included in our code of ethics to our suppliers and partners and in line with previous standards, so we've also approved a procedure of due diligence for the selection and hiring and mobility of candidates to the company last year. Bruno Dileo joined the Board of Directors as Independent Director, Mr. De Leon. Deleo has a successful track record professionally in IBM And with the appointment together with the appointments of Hans Sorenson, Philip Bowman, over the last few years, what we have done has been to strengthen the presence of independent directors on the board. We now have 6 out of the 12 members of the board that are now independent directors in line with best practices, regard to Board of Directors composition as well as diversity of backgrounds, know how and experiences. We're also a company committed to the sustainability of Planet and to developing the communities where we have a footprint are already historic presently in the international sustainability indexes such as the Dow Jones inability index, MSCI, puts you for good carbon disclosure projects, and our recent incorporation today, Vijayo index, I think, show just how committed we are, and this is something that we are increasing on a yearly basis. We're also very much linked to the UNs sustainable development goals, these are key if we are to combat climate change, which is one of the key challenges affecting the future of all of us, for instance, last over the last decade, we have been able to reduce by 54% of our CO2 emissions. An example of our commitment there Furthermore, every year, we are renewing our social infrastructure program. So we're taking water and sanitation to Africa, Latin America, with more than 2013,000 people benefiting from those programs. And as you would expect, We also believe in having a safe and healthy employment environment, health and safety of worker on our commitments that have been taken on by the board of directors. Reducing our accent rates is our key objective. And in this respect, our year on year improvement of 10% in the accident frequency rate and over the last 5 years, we have had a reduction of 48% in that rate is something that spares us on to guarantee the protection of all the people who work for us in this company. As you can see on the screen, Vervielle has received a lot of awards and distinctions over the last year. These are acknowledgements of our business track record as well as awards for our leadership and areas of innovation, research, engineering, infrastructure, or entrepreneurship. They also reflect our commitment to social projects to volunteer movement and so many other areas. And I think they also are a testament to the high caliber of professionalism of all our divisions and employees. To conclude, the company has infrastructure assets in transport are that are unique in the world today. Favorable strategy has always revolved around the development, construction and management of this kind of infrastructure, the sale of the services division will allow us to focus our activity in this market, which is a market where we believe there will be the greatest opportunities for creating value for our shareholders on behalf of the Board of Directors, I'd like to thank all of you and all of our clients and suppliers for the trust that you have vested in us for your support for the company all of the people who work on a day to day basis in Ferrogl. Thank you for your dedication, your endeavors and your commitment with regard to the new opportunities ahead of us. Thank you very much for your your attendance today. We'll now give the floor to Mr. Sandia Fernandez Valbuena, Chairman of the Audit And Control Committee, who will report on the activities of this committee throughout 2019. Good morning to you, ladies and gentlemen, to your shareholders. I'm talking to today in my capacity as the Chairman of Ferrovial SAs, the audit and control committee which is the Sports Committee whose job is to supervise the financial reporting control systems and the risks in the group as well as other aspects relating to corporate governance. The committee as 3 members and all of the members are independent directors. The committee takes into account when it operates the recommendations of the guide from the CNMV with regard to audit committees and for entities of public interest. Let me talk to you about the most key relevant activities in financial year 2018, you the functioning of the committee is, of course, described in more detail in the report has been prepared by the commission committee itself and approved by the Board of Directors is available to you on the website. The committee has revised and reported on favorably, the financial reporting of the company prior to its presentation to the board and before it's sent to the majority of the market We have had the collaboration of the external auditor who was present in 5 of the meetings that were held during the financial year. The auditor informed us about the limited review of the financial statements, the half yearly statements closed 31, 2018, and on the audit of the financial statements closed 31st December, 2018, and he issued an unqualified opinion. With the aim of the result of the of the audit contributing to Gamatin Integra Financial Information Reporting, the audit focus on the following points, he informed the committee about the work plan for the auditing advised the key estimates and judgments of the impact on financial information and also informed the committee about the main areas of risk with the potential impact on the liability of financial reporting and also looked at the key recommendations of internal control that was raised by the audit department and they've reported on the monitoring of them from the previous year with the committee has also received and 2 reports. So the auditor also left sufficient time to be able to report on the companies that following the best practices, the auditor also reported to us on the work that was done with regard II accounting situation and the risks in the group too. The company's management also reported on the functioning of the internal control system and the with regard to financial reporting and the work done to improve the controls in different areas group and we have monitored how the work has progressed and looked at the previous recommendations as before the committee has also had the support of the internal audit department, supervising the actions taking place in 2018 and approve the audit plan for the following year 2019. Now that department, it manages a unethical channel, which is a system that has been set up by the company to allow any employee or third party to, communicate with full guarantee of confidentiality and anonymity, as you decide, any improper attitudes or behaviors, we received 2 reports there. The risks management also appeared regularly into the report to the committee on the key risks and contingencies from company with regard to the systems to identify managed and ensure that it is, lastly, with regard to activities in corporate comments and compliance, the Committee examiner prior to its presentation to the board, the annual report on corporate governance, the functioning and effectiveness of the compliance model and also prepare the report on related parties operations published on the website. And as all so become aware of the key new areas in legislation of corporate governance. This has been the summary of the activity carried out during the financial year last year until 31st December 2018 on behalf of the audit committee. And personally, I'd like to say thank you for listening and good morning to you. And now we will get the floor to Mr. Ino Ramirez, CEO of the company. Good morning, ladies and gentlemen. Once again, I would like to review with you the potential metrics and highlights of the year 2018. You've already heard a brief summary from our Chairman of the most salient points, and I would just like to emphasize the company's new focus strategy in the area of mobility and transport infrastructures, which is why we've decided to divest of the Ferrovial Servitios division. Going into the numbers 2018, And in this new context, in ongoing activities, these figures have already been mentioned by our chairman. I'll just say that in terms of turnover, year on year, and like for like terms, they would have gone up 14.3% instead of 11.3%, which is what you see there. The accounting figure and also that the EBITDA, which shows a decrease of 6.2% now in like for like terms, would have gone up 1.4%. As for traffic and our main assets, in all cases, they've increased with just one exception, a reduction in traffic through the regional airports in the UK where you know we have 50% stake traffic in those 3 airports, on average, fell 2.4% last year. I'd like to mention on the positive side, the very strong growth of traffic in our new highways, which we've been operating in Texas in the Dallas Fort Worth area, or the NTE up 10.7% or the LBJ going up 11.9%. As for M and A activity in the year, The most significant was the announcement of the potential complete or partial divestment of our service business And as for our usual asset turnover strategy, we've continued to realize value on mature assets and in this case, in the year, we divested of our minority stake in Two Roads in Greece we invested in over 10 years ago, as well as some investments in our service business, particularly PFI contracts, in the UK within the perimeter of our service business. As for cash flow, you can see what each of our businesses generated and also what the split is. And I'd like to mention that toll roads represent 45% of our cash flow And it's now our biggest business in terms of cash flow, airports also went up from 25% to 29%. In the year, services down from 38% to 24%, although it's still bringing in positive cash flow, as you can see, and in construction, which has had a significant drop, now down to only 2% as for shareholder remuneration last year, we paid out on the plan if you approve it this year is to continue at the same payout level. 1,000,000, but I should mention as far as payments made in 2018, as you know, we opted to give you the opportunity to choose cash or stock options and 40% and 54% of you decided to be paid in shares and 46% in cash as for total shareholder return is -2.5 percent, but that's because there's been a fall in the share price of 6.5% and a 4% reduction in the dividend pay payment, which means in terms of value creation, as you can see, in 20172018, we had a fall in our market cap of 6% due to in the share price, as I explained before, although I should mention, even though, of course, it's no apology for the result of 2018, that in this year 2019, and as Rafael mentioned before, there has been an increase of just over 20%. As for how the market perceives us, and in this case, looking at analysts view, currently, their valuation is at over 23.3 euros per share. And if we look at the different businesses of Heraveal, you can see that toll roads represent a big part of the total. 70% it was 64% last year on 11% for airports, which means that the MENA valuation at the end of 2018, including the service business, 2 infrastructure businesses represented 81% of Ferrogial's value already last year was already 77%. Moving on to the breakdown by businesses, in this case, of ongoing activities without including, in this case, the services business, we the consolidated figures. The highways is only 8% and construction is 91%. And in the case of our EBITDA, there's quite a different picture, as you can see there. Highways, in this case, contribute 65 percent for EBITDA and construction 35%. As for our geographies, I'd point out on the chart on the left that the top country is now the U. S. And Canada combined with 30% just ahead of Poland, which is our 2nd largest market with 30%. And the 3rd largest market right now for Ferro Real Spain with 18%. Last year, Spain was 23%. As for our EBITDA, however, Spain still our biggest market, consolidated terms with 46% of our EBITDA. If we move now to how we see ourselves and the way we manage our business with proportional integration of our businesses, which means adding the 25% stake in Heathrow the percentage we have of the 407, which are consolidated through the equivalence method, and we subtract the 45% we don't control in boutiques, As you can see, the picture changes quite significantly, with respect to the previous slide, with revenues of over 1,000,000,000, construction down to 69%, of our turnover, highways up to 15% at airports, 16%. And in our EBITDA, the change is even bigger with highways, representing 47% airports, 43%, together, toll roads and airports represent 90% of the group's EBITDA, and construction is 10%. And as for the Geographical distribution of analysis, our biggest market, as you can see, the U. S. And Canada in revenues with 32% year, it was only 15%. And our 2nd biggest market is still the UK, although this year, it's 22% when last year it was 32%. Of the total. And as for EBITDA, I explained before that the consolidated level of Spain was the biggest contributor But with the proportional integration method, as you can see, the pictures are the different with the UK. Contributing 43%. This is mostly due to the contribution of the Heathrow figures in the proportional integration method. And the U. S. And Canada with 33% is the next biggest market contribution to our EBITDA. And our net cash position, as you can see, there's been a change between 20172018, including, in this case, the services cash flow, as you can see there. And I'd like to remind you of the figures the chairman has just mentioned, we have and closed with this net cash position after investing 1,000,000 in the year, paying out a dividend of 1,000,000 to our shareholders and having made divestments, which in this case contributed 1,000,000. Let me now review with you more relevant highlights each quarter of 2018. In the first quarter, I'm not going to go into each and every one. I'll focus on the first, which was a really important contract with the Ministry defense for which we were awarded to Broad Spectrum in the Service business for an amount of just over 1,000,000, In Q2, I'd like to highlight the last one, which is the parliamentary approval of the Heathrow extension. It's not the final step in the process. But it is in terms of government approval. In Q3, I think it's important to mention that on July 19th, we opened our managed lane toll road in Texas, in the same area as the previous 2 where it says NTE35W And in Q4, I'd like to highlight the financial closure or funding closure of our Highway in Colombia, which is really good news for Thindra, but also from for construction, who've already begun the construction of that project. Moving on to each of the businesses and starting with our toll road business. As you can see there, dividends coming in from our main assets, 1,000,000 with, which is 7% up in the year, I'd also like to mention that in 2019, the NTE sections 12 will start to pay out dividends for the first This is a toll road we opened 5 years ago. And according to the funding contract, it can now start to pay out dividends to its shareholders. As a result of the fact that we've had significant increases in traffic in our main assets, particularly In this case, in Fintra and our toll roads, that has meant a revenue increase in 407 of 10% the case of the NTE of over 25% and in the LPGA of 24%. And as for openings to traffic, I already mentioned those managed lanes in Texas as well as a partial opening of the Tuomba toll road, which as our Chairman has explained, we hope to complete in the 2nd semester of 2019. We sold our stake in the Greek toll roads And as I said before, we've also secured funding for the Colombian tour. As for our profit the sales of our toll roads put in 1,000,000. The turnover in our toll roads was that's up 2.3% versus the previous year because of the excellent performance of our investments in the U. S. Mostly and our EBITDA in like for like terms, 1 up 13.8%. And was our EBIT was 1,000,000, that's up 14% in like for like terms without taking into account. Exchange rate impacts and with comparable perimeter. I should mention that 52% of Tintra's revenues currently come from our toll roads in the U. S. Moving on to revenues by geography that you can see our main markets, Canada, in the proportional integration method, still very relevant, contributor 44% and Spain is the 2nd market with 22%, still growing in the U. S. Last year, it was 13%. This year, it's 16 and our current forecast is for it to continue to grow in its relative contribution to our revenue. Moving on to the Airports business. I should mention, speaking of Heathrow, but we've had record passenger figures, once again, the last 26 figures, passenger numbers have been growing in Heathrow, So over 2 years, consecutive growth, which had not happened in Heathrow since Ferro Real acquired, as I said, with other partners. As you remember, dividends paid by Heathrow to Ferrogl, 1,000,000 because Heathrow paid 1,000,000 to 100% of its shareholders. Moving on to AGS, dividends of 1,000,000, no extraordinary dividend, which we did have in 2017. And I should mention that in Denver Airport, which is an asset we just incorporated to our asset to our portfolio in 2017, we commenced construction in July 2018. As for our results. These figures are 400 percent of the assets and in pound sterling. I'd like to highlight the improvement, both in Heathrow and in the regional airports of our operating income, our EBITDA 1 point 1,000,000,000 is 60, I mean, percent of our revenues when last year it was 61.1%. And the regional airports this year, their EBITDA was 45.5% when last year was 44%. Moving on now to the Construction business. I'd like to highlight growth in our revenues up 12%, particularly because of the excellent performance in the U. S. And Poland, But on the negative side, we must admit that there has been a fall in profitability since our EBITDA last year was 3.5% and this year was only 2.5. On the right hand side of this table, you can see or of this slide, you can see the biggest awards in the year. The biggest in each of our strategic markets are listed here, which mean looking at the results, revenues of 1,000,000,000. In this case, I'm not going to give you like for like figures because they're actually very similar to the accounting figures you see here. And as I mentioned before, our EBITDA down versus the previous year and our operating cash flow also significantly down from 1000000 to 1000000. 1,000,000. We believe that part of this is due to the change in the economic cycle and a greater pressure on costs but we've made some changes anyway, and we hope to see our profitability rise again to the right level. As for revenues by geography, Our main market for Ferrogial Aruman right now is Poland with 32%. 2nd biggest markets already in the U. S. And Canada were 29% grew already last year, was 27%. And again, our 3rd largest market, Spain was 16%, which was 17% last year. As far as backlog, which is the way we see the future, and that's why I said we're going to continue to grow in the U. S. Our backlog in the U. S. And Canada represent 47% of our total backlog at Ferrovia La Romaine. Last year, it was 45% already, in this case, our 2nd biggest market, still Poland 22% as which is the same level as the previous year. Slide 4 in Spain, with 11% of the backlog when last year it was 12%. Ana, it's for trends in this backlog, we've managed to maintain a very similar figure to the previous year. And as we've said before, we're not particularly focused on growing our backlog too much. I've mentioned 2 point civil works represent 78% of this backlog. December 31, 2018, In this backlog, we did not consider some preliminary awards which have been finalized in Q1 this year for an amount of over 1,000,000,000. Finally, as for the services business, I mentioned that this is actually a great company. Operating in 9 countries, very focused, however, in the UK, Spain and Australia, and we're currently reviewing opportunities to sell for over 1,000,000,000. Has a backlog of 1,000,000,000 and operating cash flow ex Birmingham permitting impacts the results of the whole division would be 1,000,000. On the right hand side, as well as the different contract awards I'd like to refer to the accident frequency rate, which the chairman mentioned before, has come down again. We're still improving. It's never enough. We want to have a 0 accident rate, last year, we improved our rates already, but we still think there's room for further improvements. And also, the business is still profitable, even though we have now decided it's not our no longer part of our core business, and we're going to divest of it. We now have our management in the UK and Australia working on cost optimization efforts in order to improve its margins in the future. As for results, revenues last year were 1,000,000,000, slightly down versus 2017, which is not a concern. And our EBITDA, as you can see, is down significantly as is our EBIT, although if we didn't include Birmingham, those drops would not be as significant because in this case, our EBITDA would only be down to up 0.6% and our EBIT would be down less than 10%. Looking at the revenues by geographies, our main market still the UK last year The UK and Australia had a very similar percentage. In this case, the UK has a higher percentage of 38%. Spain, our 2nd largest market with 29%, up versus the previous year, but Australia had down from 31% last year to 25% this year. And as for our backlog by geography, our main market there is still the UK with 48%, very similar number to the previous years, 2nd biggest market, Spain, with 24% and Australia, the 3rd largest, with 21%. The breakdown is very similar to that of 2017. And as for trends in our backlog from a peak in 2016, when we incorporated the whole backlog after the broad spectrum, acquisition fell last year to 1,000,000,000. And as you can see, this year is basically at the same level. Here, if we look at the breakdown by countries, in like for like terms, the market in which our backlog has grown more ex Australia, up 9.6%. To wrap up, let's speak about our priorities for 2019. I think We should say to start that our ongoing businesses are going 11.3%. Profits are 8.6%. We have a robust financial position with net cash 1,000,000,000, our construction backlog very large, well, billion and our estimated liquidity is over 1,000,000,000. What do we want to do with all this? Well, basically, I think we still within our new strategic approach, want to focus even more on transport infrastructures, essentially toll roads and airports, with the aim of always growing profitably. We're not interested in growth for growth's sake. To do that, it's important to have great financial discipline in all of our investments. And within that, of course, we are an industrial group, which always seeks operational excellence focused on innovation because the world is changing faster and faster, and we need to keep up with that and always been very focused on sustainability and the environment. And as for health and safety already mentioned, the accent rate is down in the accumulative figures. We've improved our health and safety ratios by over 40% from 2014. By the way, of course, there's never enough and we have to continue to invest more in training and prevention. To improve this accident frequency rates. In sustainability, our CO2 emissions, down 54% since 2009, And we are currently reviewing targets have over 100 innovation projects underway. We've invested over 1,000,000 in 2018. We've also invested in our communities in our corporate social responsibility area, as our Chairman has described. And we're still very pleased with our employee engagement level and they seem to be very happy with us since 91% of them state that they feel highly engaged and committed to the company. Lavista? We now have the final attendance list that I'll read out to you. So attending this general shareholder meeting, we have 477 shareholders who are present there. They hold 1,000,00511,800 and 16 shares, that is equal to 18.08 percent of our share capital. Now that figure also includes those shareholders who have voted remotely. We also have attending the meeting 3500 and 61 shareholders who are represented here they hold 164,000,948,379 shares equal to 49.42 percent of the company share capital. That means then that we have, as a total number of shares attending this meeting, including shareholders present, amort presented, shares that add up to 67.5 percent of the total subscribed and paid up share capital. That's sufficient quorum for the Vatican of this general shareholder meeting at 2nd call? Well, take into account then that final attendance form that has just been reported to you by Security, the meeting is declared to be validly constituted on the second call so that it can deliberate and decide on all of those matters included on the agenda let me call on the note where you have the floor. So are there any reservations or protests we made, ladies and gentlemen, shareholders relating to the statements made by both the Chairman and the Secretary now regarding the number of shareholders and share present or represented among the child who's attending? As there are no reservations, that that has moved on to the time that we've reserved for shareholders who would like to speak or verbally request information or clarification regarding matters included on the general shareholder meeting agenda, on the information that's accessible to the public, the scene provided by the company, which is CNMV, the holding of the last 10 weeks of the meeting or the audited report. So you now have the time your time to take the floor and your take turns are articles 197 20 of the Capital Companies Act, shareholders have had the opportunity to seek clarification and also ask written questions, as deemed relevant to such points until the 50 day price of the general shareholders meeting in accordance with Article's 20 SEC of the regulations of our General Shareholders Meeting. Now the following system will be used to organize the term shareholders will be able to take the floor of shareholders who wish to exercise their right to speak should first identify themselves to the notary. And when they go to speak, they should go to stand in the area that's been reserved for purpose in this call, where there is a microphone so that they can use it to speak. Now if Amy's shareholder would like to request that his or her speech be recorded for Batem in the minutes of the meeting, Yoshi must deliver this speech inviting to the notary at the time of identifying themselves to the notary so that it can be cost cross checker when they stand up to speak. Now all of those features that are made shall be answered at the end of the round of hairspris. Speeches. And if it's not possible for a party to be given at this time or if it's perhaps more convenient to clarify or to complete the reply, Now given, at a later point, then there should be done in writing within the next 7 days according to article on 197.2 for Capital Companies Act, So you now have the floor, ladies and gentlemen, shareholders. It is your turn to speak. Mr. Chairman, ladies and gentlemen, directors executives and employees of Herroyal. It's a pleasure for me to speak again a shareholder of this company to express my gratitude for the excellent work done in order to continue the project initiated by your founder, Mr. Rafael Peno and all the other members of the founders. Mr. Rafael Elpino, of course, was very fond of sailing and was actually a ship capital. And as well as founding Ferrogal was an excellent lead executive. And guided the company through an excellent course until he decided to pass on his command. And now shareholders were very fortunate to have his son at the helm of this great ship, Ferrojial, has become and he's been able to chart an excellent course at times of severe storms for a very long period with a firm hand maintaining his goal difficult times until he could guide that ship through Safe Harbor. Him and all the company's executives and directors looked after company's shareholders who have maintained our support for the company, even in difficult times and have done everything necessary so that the company would continue to grow and succeed and of course, provide excellent results for all its shareholders and employees. Or all part of a big family. And so for this reason, I would like to once again thank those who have made this possible And repeat, my trust in the company, its top management, and everyone involved. And I, of course, I'm committed to continue to support you in anything that you might need from me as a shareholder. I would just like to finish by hoping that in the future, we will have equally committed and capable people at the helm of this company so that it can successfully face whatever challenge is. Arise. I would like to have my comments reflected in the minutes. Thank you very much to you, As this time for turns, particularly in the floor has concluded, the items make it the gender should now be examined. The items on the agenda for approval should be done first. Let me call on the Secretary, to take the floor. The Secretary will discuss aspects concerning the adoption of the agreements, and we'll read the proposed resolutions on the public agenda to proceed separately to their vote. The procedure for the reading and approval shall be as follows in accordance with Article 24 point 1 of the regulations of the General Childers meeting. And given that the company has already made available to shareholders, the tax of the Rosa agreements at the beginning of the meeting, A summary of their contents will be made as their full reading is not necessary because of their length after the reading from because of relevant agreement or a bit summary, the Chairman shall require shareholders attending to decide on their approval. According to Article 24 point 4 of the regulations of the general shareholders meeting, it should be understood that a vote is given in favor for the agreement proposal by all the shareholders, personal representatives, that do not expressly state that they vote against that proposal or vote scastor Blankfoot wrote or abstained by communicating, expressing their voters essentially for it to be reflected in the minutes, provided that after the vote corresponding to each item on agenda, there is evidence there are enough votes for an agreement to be approved, then this shall be deemed as approved. The fact details of the votes, the votes for and against the abstentions and the vote shall be duly indicated that Terry on minutes of the General Shareholders' meeting furthermore the adopted agreements and the voting results shall be published on the company's website. So item 1 on the agenda. Now this item is divided into 2 section as the Mercota regulations required separate approval of the consolidated non financial information statement. So first item, section 1 on the agenda 1.1 To approve the financial statements, balance sheet profit and loss statements, statement of changes in net equity, cash flow statement and notes to the financial statements, of Ferrovial SA and its consolidated group, as drawn up by the board with regard to the financial year ended 31st December 2018 and the management reports of its consolidated group, is it approved? The first item section on the agenda is approved? First item section 2 on agenda to approve the consolidated statement of non financial information with regards to the financial end of 31st December 28. And that the forms part of the consorted monetary report of Fayetteville SCA rather is it approved? The first item section 2 on the agenda is duly approved. Item 2, to approve the allocation of financial year 2018 income, which amounts to 1,000,003 21,213,900,000 in its entirety of entrepreneurs. Is it approved item 2 on the agenda is duly approved. Item 3 on the agenda to approve the management carried out by the board of directors during financial year 2018? Is it approved? The 3rd item in the agenda is approved? At M4, to reappoint Deloitte SL as the audit of the Council of REVEAL S A and of its consolidated group approved of 1 year financed year 2019 is approved. 4th item money tender is approved. Item 5. This 5th item is divided into 10 sections, which allowed the resolutions rate into the composition of the company's board of directors to be voted on separately. In compliance with Fael Delpino Icalvo Sotelo as a board member as an executive director for the 3 year term under the bylaws, counting from the date of this resolution. Is it approved? The 5th item, section 1 on the agenda is approved. So item 5.2 to reappoint Mr. Santiago Bergarets Buskett as board member in the category of on Director for the 3 year term under the bylaws counter from the date of this resolution, is it approved? [SPEAKER UNIDENTIFIED COMPANY REPRESENTATIVE:] If it's item section 2 on the agenda is approved. So item 5.3 on the agenda. To reappoint Mr. Joaquin Ayuso Garcia as board member in the category Steel Director for the 3 year term under the bylaws counting from the date of this resolution, is it approved? The 5th item Section 3 on the agenda is approved. So I did 5.4 to a point Mr. Inigo made us a Moscow as board member in the category of executive for the 3 year term under the bylaws accounting for the date of this resolution. Is it approved? The 5th item, Section 4 on the agenda is approved, Item 5.5 to a point Mrs. Maria Delpino Icalvo Soteno as a board member in the category of proprietary director for the 3 year term under the bylaws counting from the data of this resolution? Is it approved? The 5th item section 5 on agendas approved? Item 5.6 on the agenda to reappoint Mr. Santiago Fernandez Valbuena as board member in the Katrogena independent for the 3 year term under the bylaws counting from the date of this resolution. Is it approved? The 5th item Section 6 on on the agenda is approved. Item 5.7 on the agenda at a point Mr. Jose Fernandez Sanchez Hong Kong and as board member in the category of independent for the 3 year term under the bylaws counting from the date of this resolution. Is it approved? The 5th item Section 7 on the agenda is approved? Item 5.8 on the gender jury point Mr. Joaquin Delpino Icalvo Sotelo as board member of the category of proprietary REPRINT of the 3 year term under the bylaws counting from the day this resolution? Is it approved? The 5th item, Section 8 on the agenda, therefore approved? Item 5.9 on the agenda, to reappoint Mr. Fanquil Martinez as board member in the Katree of Independents Director for the 3 year term under the bylaws counting from the date of this resolution. Is it approved? The 5th item section 9 on the agenda is approved. Item 5.10 on the agenda to confirm the appointment of Mr. Bruno Delayer an independent director appointed by co opted nomination by the board at this meeting of 26th July 2018 and to entamous director within that same category for the 3 year term under the bylaws counting from the date of this resolution. Is it approved? The 5th item, Section 10 on the agenda is approved. Item 6 on the agenda, let me summarize the content of this proposed resolution. To approve a capital increase charged to reserves for the amount resulting from multiplying the nominal value of issued. The provisional number of shares to be issued will be equal to the amount of the alternative option divided by the weighted average price of Hervil share in the 5 trading sessions prior to the day on which the resolution to execute the couple increases adopted. The amount of the alternative option is the market of the capital increase in a set at 1,000,001,000,000 each share of the company in circulation grant 1 free of charge allocation rights. Now those rights may be trained on the market during the period to be determined by the Board of Directors with a minimum of 15 calendar days. The number of free of charge allocation rights or existing shares needed to obtain 1 new share shall be equal to the number of shares in circulation divided by the provisional number of shares to be issued. The price at Fairway Island takes a pay for each free of charge allocation, right, will be equal to the weighted average price very real share in the 5 trading sessions prior to the day on which the resolution to carry out the capital increases adopted divided by the number of rights required for 1 new share. The Board of Directors is authorized to sub delegate the implementation of the capital increase to the Executive Committee, the Chairman or the Chief Executive Officer. Is it approved? The 6th item on agenda is approved. Item 7, this proposed resolution is analogous to the previous item. In this case, the amount of the alternative option is set by the Board of Directors, depending on the number of shares in circulation and the remuneration paid and expected from the shareholders charge the financial year 2019 so far, which cannot exceed 1,000,000,852,000 is it approved? The 7th item on the agenda is approved, item 8 on the agenda. Let me summarize the content of this resolution to reduce the share capital by amortization of the sum of the nominal value of on one hand, 6,915,000 88 shares of a euro that the company has a treasury stock and also shares of $0.20 per year that acquired through a buyback program addressed to all shareholders and that must be approved by the Board of Directors. The final figure of the reduction shall be set depending on the final number of shares acquired in the buyback program. The acquisition of shares through the buyback program shall be made under the terms of public information, price and volume set out in Article 5 of the EUEC regulation 5962014. Our market obesity delegate regulation in such 1052 by which the above is completed. The buyback program should be subject to 2 quantitative limits: 1, the maximum investment of the program will be 1,000,000, And 2, in no case, will the number of shares to be acquired exceed 19,000,000 shares, representing 2.5 7% of the company's share capital at the date of the formulation of this proposed agreement. The Board of Directors shall establish term within the buyback program, which may not exceed 1 year. The treasury shares acquired by the company under the buyback program must be amortized within the month following its termination, the capital, the reduction must be carried out within this period. And in any case, it certainly must be carried out within the year following the date of this agreement, being adopted, the Board of Directors delegated and the board can also sub delegate to the Executive Committee, the Chairman and the CEO, the power to determine all that is not specific pride for in this agreement. Is it approved? The 8 item on the agenda is approved. Item 9, let me summarize the content of this proposed resolution. The board of directors is delegated the power to increase the share capital by means of monetary contributions on 1 or more occasions pursuant to Article 297.1 company fact. The maximum term, the delegation is 5 years. The maximum amount of the increase is 1,000,000 engine 45,583 0.7 to euros corresponding to half of the company's current share capital. Powers are delegated to the board to exclude the preemptive subscription right of shareholder pursuant to the provisions of Article506.2 and other related articles of the Capital Companies Act, And this power is limited to share capital increases carried out under this authorization up to the maximum amount corresponding as a whole to 20% of the current share capital. All of the powers attributed to the Board of Directors may in turn be sub delegated to the Executive Committee. This delegation replaces the delegation that was ruled by the General Shield holding meeting on 26th June 2014, and item 9 of its agenda is approved. The 9th item on the agenda is approved. Item 10, let me also summarize the content of this proposal to authorize the Board of Directors to issue directly or through subsidies guaranteed by the company, debentures, bonds and other fixed income securities or debt instruments of a similar nature including warrants that are convertible and or exchangeable or that give the right to participate in the company's profit for term of the delegation in its 5 years. The maximum amount of issues is 75 percent of the company's equity shown in its latest approved balance sheet. Now that limits are not a to issue the preferred stock, which shall be governed rather by the specific provisions applicable to them and without the outstanding balance at any time exceeding 25% of the company's equity shown in the last approved balance sheet. It shall be for the board of directors determined for each issue, its amount, its place of issue currencies in truth rate, the redemption rate and and the applicable legislation. Now the proposal establishes the obligation to inform our shareholders that successive general shareholders' meetings of the use, if any, made of this authorization up to that time. All of the powers attributed to the board of directors may in turn be sub delegated to the executive committee. This source of the authorization replaces the resolution on the same subject adopted by the General Shareholders Meeting of 26th June 2014 under Item 10 of its agenda? Is it approved? The 10th item on the agenda is approved. Item 11 to improve in accordance with provisions of Article 529 and Novo Daces of the capital companies that are discrimination policy of Peripheral essay for its financial years 2020, 2021 and 2022. Now the full ten of which will, along with the mandatory report of the nominations and remuneration committee, has been made already available to shareholders in the date of the notice of the convener General Shareholder Meeting. Is approved. The 11th item on the agenda is approved. Item 12 let me summarize the contents of this proposed resolution to you. The browser is for a share to the free plan of Fairville S. A. Prospective directors. It consists of allocating 2 beneficiaries. A number of units that will be served as a basis for terming the final number of share they'll be able to receive, the plan will be valid for 1 year. The value of the shares delivered shall be determined in accordance with the weighted average exchange rate of the shares of Hervial SA in the trading session corresponding to the respective delivery date. The total number of shares that may be granted annually under this plan may not exceed 200,000 shares representing 0.027 percent of the company's share capital. Now as a condition for the delivery of the shares, they must remain in the company for a period of 3 years. That's the maturity period, starting from the date on which the units were allocated in addition, it's also a condition or pre requisite for delivery that during this maturity period, the ratios calculate on the basis of, 1, the profitably retained and 2, the total return for the shareholders are raised to a comparison group on met. Is it approved? The 12th item on agenda is approved, item 13. The board is authorized to proceed with the sale of the services division of the Ferrier Grove group and therefore the companies it comprises. The sale may be carried out in 1 or several transactions and may affect all of the assets that make up the division or only part of them. The board, depending on the market situation and the interest shown by any potential buyers, will determine how to proceed as it considers best in the interest of Herriot and its shareholders. The sale process, either total or partial must be competitive and led by a reputable international than bank. Is it approved? A 13th item on the agenda is approved, item 14 To summarize, the proposal is to delegate to the Board of Directors with powers to de sublocate to the Executive Committee, the Chairman and the CEO, the power to interpret, correct, and the resolutions adopted at this general shareholders meeting and to delegate to the chairman, the CEO and the secretary of the board so that any one of them may formalize and record such agreements in public document. Is it approved? The 14th item agenda is approved. Item 15 to improve on a consultative basis, the annual report on directors remuneration for the financial year 2018. Is it approved? The 15th item on the agenda is approved. Item 16 on the agenda A document which records the amendments of the Board of Directors since the date of the general shareholders meeting, the last one, has been made available to the shareholders. Now those amendments were approved by the Board of Directors meeting, on 18th December 2018. As the results of the votes correspondents teacher, ladies and gentlemen, and Jane, have been announced, and course, the votes will be due recorded in this tutorial date and will be published on the website. The meeting is closed thanking all of you attending the shareholders meeting of Real Estate. Good afternoon to you all.