Ferrovial SE (BME:FER)
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May 6, 2026, 5:40 PM CET
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AGM 2024

Apr 11, 2024

Rafael del Pino
Executive Chairman, Ferrovial

Good morning, everyone. The board and I welcome you to Ferrovial's 2024 shareholders' meeting. I would like to thank you, all shareholders, for attending, whether they are here in person, by proxy, or online. Let me introduce the members of the board: Vice President Óscar Fanjul, CEO Ignacio Madridejos, María del Pino, José Fernando Sánchez-Junco, Philip Bowman, Hanne Sørensen, Bruno Di Leo, Gonzalo Urquijo, Juan Hoyos, Hildegard Wortmann, and Alicia Reyes. We also have Mr. Vernooij with us today, representing Ernst & Young, accountants and who are Ferrovial's external auditor. The meeting will be held in English and can also be followed in Spanish through simultaneous translation, both here and online. I now give the floor to the Secretary of the Board and of the General Meeting, Santiago Ortiz, who will explain the process for asking questions and voting during the meeting.

Santiago Ortiz
Secretary of the Board, Ferrovial

Good afternoon. For an orderly conduct of the meeting, we will proceed as follows. In relation to item 2A of the agenda, the Chairman will address the General Meeting, followed by the CEO. We will then move on to items 2B on dividends and 2C on corporate governance. Thereafter, the Chairman of the Nomination and Remuneration Committee will present the annual remuneration report in relation to agenda item 2D. After that, the auditor will offer some insight on the audit activities in relation to agenda item 2E. Once all these presentations have been made, we will take questions regarding all agenda items. Please note that shareholders are invited to ask questions at that time regarding any of the items on the agenda. I will now explain the process for asking questions during the meeting. As stated in the notice to this General Meeting, shareholders have two options to submit questions.

Those participating via the online platform were able to submit questions in writing until 24 hours prior to the meeting. Those here in person were able to submit questions in writing with the same deadline, and microphones are available to ask questions today. If you wish to ask a question, please stand up and walk to the microphone. State your name clearly and keep your question as short and concise as possible, referring to the item on the agenda. For the proper conduct of business at the meeting, the Chairman may limit the speaking time and/or the number of questions. Since the meeting is held in English, questions should be posed in English. Responses will be in that language. Questions may also be posed in Spanish, in which case our response will be in English.

After the questions, agenda voting items will be put to a vote, beginning with item 2D. I will now give a brief explanation of the voting process. Shareholders who are here in person can vote using their mobile device or the voting device that you received at the registration desk. If you are not logged in, please log in now. In case you have any difficulty with the login procedure, please raise your hand and someone will come to assist you. When you are requested to vote, you have to press the button of your choice: for, against, or abstain. Once you have selected the option of your choice, a confirmation will be shown on screen. If you like to change your vote, easily select the new option. Shareholders participating through our online platform will be able to vote in real time during the meeting.

Voting via the online platform is subject to Ferrovial's terms and conditions for hybrid general meetings. These terms and conditions have been made available on Ferrovial's website. Registration details for this meeting are currently being processed. Once all information is available, I will announce the percentage of Ferrovial's share capital that is represented at the meeting and how many votes can be cast. At that time, the voting will be opened. Once voting is open, you will have the opportunity to vote on all agenda items until we reach item 10: closing. In other words, you do not have to wait for an agenda item to be discussed to cast your vote. You can change your vote until the voting process closes.

Rafael del Pino
Executive Chairman, Ferrovial

Okay, we now come to agenda item 2A, the report for the financial year 2023. In 2023, Ferrovial delivered strong results driven by the good performance of its main infrastructure assets. All North American roads posted double-digit revenue growth due to higher traffic volumes coupled with tariff increases. In airports, Heathrow and AGS also had significant traffic growth. As a result, we ended 2023 with revenues up 12.8%, reaching EUR 8.5 billion, Adjusted EBITDA of EUR 991 million, 36% higher than in 2022, ex-infrastructure liquidity of over EUR 5 billion, consolidated net debt excluding projects of -EUR 1.1 billion, driven by dividends received from infra assets of EUR 741 million, including EUR 251 million coming from NTE 35W's first dividend, and a net profit of EUR 460 million, with significant contribution from the construction business in Spain and Poland.

2023 was another year in which we found more investment opportunities in the U.S. than elsewhere, and the bulk of our capital expenditure was allocated there. Of a total of EUR 454 million in investments, EUR 319 went to the U.S., that is 70%. The New Terminal One at JFK took EUR 214 million. Virginia's I-66, next to Washington, D.C., took EUR 53 million, and NTE 3C in Dallas, Texas, EUR 35 million. Investments in the construction division, mainly in Poland and Australia, totaled EUR 77 million. As for divestments, closed transactions in 2023 totaled a mere EUR 43 million, corresponding to the sale of 89% stake of Euroscut Azores. But more significantly, we received an offer for and reached an agreement to sell our 25% stake in FGP Topco Limited, Heathrow's parent company, for over GBP 2.3 billion.

This transaction is complex as it is subject to complying with all shareholders' tag-along rights and also regulatory conditions, but we expect it to be completed in 2024. Construction also had a successful year, closing 2023 with an all-time record order book of EUR 15.6 billion, 48% of it now in North America, 21% in Poland, and 18% in Spain. Now, last June, Ferrovial shares started trading on Euronext Amsterdam after completing the reverse merger so overwhelmingly supported by shareholders in last year's General Meeting. This dual listing represents a significant milestone in our internationalization process, which is already reflected in the geographical origin of EBITDA and revenues. This is a result of the capital allocation of the past few years in which North America has been the larger destination by far.

As a consequence, the company is now carrying out the necessary regulatory review process to be listed in the U.S. in New York's Nasdaq. With this, we expect to have access to a far wider capital pool and bring more value and liquidity to current and future investors. Ferrovial's shares ended 2023 at EUR 33.02, having appreciated almost 35% in the year compared with 22.9% of the IBEX 35 index and 14.2% of Amsterdam's AEX index. The share price closed yesterday at EUR 34.52, again of 4.5% so far in 2024, and market cap stood at EUR 25.5 billion. Since the announcement of the merger and up to yesterday's close, Ferrovial has appreciated 31.5%. The IBEX 35 has increased 14.7%, and the AEX has shown an increase of 17.8%.

To put it in perspective, Ferrovial was number 14 by market cap within the IBEX 35 index when the proposed merger was announced, and now we are number eight. So the market seems to back the move that the vast majority of you shareholders approved in 2023. The motions laid before today's shareholders' meeting include a flexible dividend program, similar in terms to last year's, for a total amount equivalent to EUR 0.75 per share or up to EUR 550 million. The maximum share buyback proposal for 2024 stands at EUR 500 million. Ferrovial also makes it a priority to have corporate governance standards in line with national and international best practices, and in a short period of time, we have adopted and now comply with the vast majority of the recommendations of the Dutch Corporate Governance Code.

Achieving greater independence, wider diversity, and international composition are also priorities for Ferrovial's Board of Directors, of whom now one-third are women and 75% are independent. Of the top 300 leadership positions in the company, 24% are occupied by women. The Board has reviewed the diversity and inclusion policy to align it with Dutch best practices. Now, Ferrovial has been included in the Dow Jones Sustainability Index for the 22nd consecutive year and has retained its position in the world's main sustainability indexes. Serious Injuries and Fatalities frequency rate decreased by 20% in 2023, getting us closer to our aspirational goal of zero fatalities, but not there yet. Scope one and two emissions were reduced by 33% on a like-for-like basis compared to the 2009 baseline and 13% versus last year, a good step towards reaching carbon neutrality in 2050.

Last year, we were the first company in Spain to submit our climate strategy to an advisory vote during the annual shareholders' meeting, and we will do that again today, becoming the first to do so in the Netherlands. Ferrovial's work was recognized in 2023 with a range of awards in areas such as environmental protection, digital transformation, social responsibility, and innovative design. The Carbon Disclosure Project named Ferrovial one of the world's leading environmental companies in water management and in the fight against climate change. Ferrovial has also been recognized as one of the world's top 30 companies for its best practices in health and well-being by Intrama certification, and some of our assets also won international awards like the New Terminal one at JFK named the P3 Best Project of the Year in the U.S.

To conclude, and on behalf of the Board of Directors and myself, I want to thank you, shareholders, and also our customers and suppliers for your trust in our company. I want to express my gratitude as well to all of Ferrovial's employees, past and present, with whose great work is what has made our growth and development possible. I now give the floor to Mr. Ignacio Madridejos, CEO of Ferrovial.

Ignacio Madridejos
CEO, Ferrovial

Thank you, Rafael. Good afternoon, ladies and gentlemen, and welcome to Ferrovial's shareholders' meeting. It is a privilege to share with you the company's 2023 performance and the priorities for 2024. I would like to begin by expressing my gratitude to those shareholders who have joined us in person and to those connecting online. And of course, I would like to extend my thanks to every employee of Ferrovial and their families for their commitment and hard work throughout the year. In 2023, the company performed very well. Following the overall accomplishments presented by the Chairman, now I would like to discuss the highlights of the business divisions. Both our toll roads and airport assets experienced significant growth in traffic, underscoring the vitality of these activities within our operations. Additionally, the construction division delivered an outstanding performance, contributing to Ferrovial's strong operating cash flows and affirming our sound financial position.

As we conclude the fourth year of Horizon 24, we are already looking ahead by shaping the Horizon 26 strategic plan, which will remain committed to the development, construction, and operation of sustainable infrastructure with a strategic focus on North America. Now I will explain in more detail the results achieved by the company and its business units. In terms of key figures for 2023, revenues surged by 12.8%, reaching EUR 8,514 million. This significant growth can be attributed primarily to the strong performance of our toll roads in the United States and the notable increase in construction revenues. Adjusted EBITDA soared to EUR 991 million, a remarkable 36.1% increase from the EUR 728 million reported in 2022. Furthermore, net income climbed to EUR 460 million, surpassing the figures of the preceding year.

Turning our attention to results, contribution by business segments and by geographies, 82% of revenues came from the construction business, 13% from toll roads, 4% from energy infrastructure, and 1% from airports. Regarding the Adjusted EBITDA, EUR 799 million came from toll roads, EUR 218 million from construction, EUR 22 million from airports, and EUR 10 million from energy infrastructure. Geographically, the United States and Canada represented 36% of revenues, Poland 25%, Spain 17%, the United Kingdom 9%, and other countries 13%. Notably, the United States and Canada contributed EUR 600 million in Adjusted EBITDA, Poland EUR 207 million and Spain EUR 141 million. These figures demonstrate the pivotal role of the North American market and reaffirm the good performance of Budimex, our Polish construction subsidiary, as well as our activity in Spain. Next, I will comment on the cash flow from operating activities, the consolidated net debt of ex-infrastructure project companies, market capitalization, and shareholder remuneration.

In 2023, the cash flows from operating activities experienced a positive trajectory, supported by significant contributions coming from North America, Poland, and Spain. Cash flow from operating activities totaled EUR 946 million, with toll roads contributing 74% through dividends amounting to EUR 704 million, notably from the distribution of the first dividend in June from the NTE 35W of EUR 251 million. Construction contributed EUR 390 million, while airports added EUR 6 million in dividends. At the close of the year, the consolidated net debt of ex-infrastructure project companies stood at -EUR 1,121 million as a solid cash position. Market capitalization stood at EUR 24,458 million at the end of 2023, and yesterday, at market close, it was EUR 25,569 million. I will now address shareholder remuneration, a key objective of our company. Total shareholder remuneration comprising dividends and share buybacks reached EUR 250 million.

Share buybacks were limited last year by long blackout periods, and buybacks have been extended to the beginning of 2024 to avoid stock dilution. Notably, the stock appreciated by 34.9% in 2023, outpacing the 22.4% gain of the IBEX 35 index and the 9.8% appreciation of the Euronext Amsterdam. The total return, which factors in both dividend payments and share price appreciation, experienced a robust increase of 38.4%. Let's explore 2023's significant developments. Ferrovial reinforced its footprint in the United States throughout the year, winning construction projects' value at over $2 billion. Among the notable achievements, PLW Waterworks in Texas attained two contracts worth €166 million early in the year. Similarly, Webber secured three toll road expansion contracts amounting to $265 million in the second quarter. In June, Ferrovial commenced trading on Euronext Amsterdam, a pivotal moment marking a new chapter in our global presence.

We also celebrated the inauguration of Section 3C of NTE 35 West, a testament to our commitment to improve America's roadways. July brought another milestone with the awarding of a significant contract with the extension of Line 8 of Ferrocarrils de la Generalitat de Catalunya in Barcelona, Spain, valued at EUR 82 million. In August, Ferrovial procured $400 million in financing for the capacity improvement of the NTE toll road in Texas. September saw construction obtain the contract for the new high-speed railway line in Latvia. Budimex holds 30% of the consortium from a total estimated contract value of EUR 3.7 billion to be recognized yearly. In 2023, EUR 69 million were included in the order book. This achievement highlights our global reach and ability to deliver large-scale infrastructure projects. Additionally, in October, Ferrovial was awarded another contract for the underground construction of the R2 commuter train line in Barcelona, worth EUR 149 million.

I will now comment on the traffic figures of our toll roads and airport assets. Starting with toll roads, we observe a noteworthy increase in traffic across all toll roads in North America compared to the previous year. In particular, Texas saw notable surges. NTE 35W witnessed a 20.1% increase, supported by the opening of the 3C segment. The I-77 experienced an 18.4% rise, the LBJ 9.2%, and the NTE saw a 9% uptick. This increase demonstrates the growing demand for efficient transportation infrastructure in the U.S. Moving to Toronto, Canada, the 407 ETR recorded a substantial traffic increase of 14.6%. This rise can be attributed to improved mobility and economic activity in the region, highlighting the importance of Ferrovial's toll roads assets in facilitating mobility in the great Toronto area. Shifting our focus to airports, we witness a continued recovery in air traffic.

It is worth mentioning that traffic figures for both Heathrow and Dalaman surpassed pre-pandemic levels in December, signaling a promising rebound in air traffic demand. By year's end, Heathrow reported a significant 28.6% increase in traffic, accommodating a total of 79.2 million passengers. This achievement marks the third highest year in the airport's history. For its part, Dalaman saw an impressive 15.5% increase, reaching a total of 5.2 million passengers, the highest number ever recorded at the Turkish airport. Additionally, AGS experienced a robust 13.5% growth in traffic, welcoming 10.4 million passengers. Now, analyzing the performance of the toll road divisions, revenues were EUR 1,085 million, a substantial 39% increase compared to the previous year. Adjusted EBITDA reached EUR 799 million, up by 45.2%, with dividends amounting to EUR 704 million, demonstrating our commitment to delivering returns to our investors while maintaining a sustainable financial position.

Managed lanes in Texas contributed EUR 397 million in dividends, while the 407 ETR added EUR 281 million. Geographically, the United States and Canada accounted for 83% of total toll roads revenues, Spain 12% and Portugal 5%. Now, turning our attention to airports' performance. As previously noted, all airports experienced a significant surge in traffic in 2023, indicating robust growth across various geographies and travel segments. Heathrow reported revenues of GBP 3,687 million, a 26.6% increase from the previous year. Adjusted EBITDA amounted to GBP 2,228 million, reflecting a substantial improvement compared to GBP 1,684 million in 2022. AGS reported revenues of GBP 198 million and GBP 67 million in Adjusted EBITDA, while Dalaman reported revenues of EUR 71 million and EUR 55 million in adjusted EBITDA. Turning to our construction business, 2023 saw an uptick in revenues to EUR 7,070 million, reflecting a growth rate of 9.4%. Adjusted EBITDA totaled EUR 218 million.

Overall, the division recorded an EBIT margin of 1.1%. Ex-infrastructure cash flow from operating activities before tax reached EUR 319 million, reflecting our ability to generate cash and support ongoing operations and investments. Geographically, Poland contributed 31% of the division's revenues, followed by North America at 30% and Spain at 19%. The order book reached an all-time high, surging by 6% compared to the previous year, totaling EUR 15,632 million. The U.S. and Canada hold the largest share, accounting for 48%, followed by Poland with 21%, Spain with 17%, and the United Kingdom with 5%. Next, I would like to share our progress in curbing CO2 emissions over the past year. Our carbon footprint for scope one and two emissions amounted to 327,574 tons of CO2. It was supported by a change of scope after not consolidating York Waste Treatment Plant. Ferrovial's journey toward carbon neutrality remains unwavering.

We have achieved a noteworthy 28.9% reduction in scope one and two emissions compared to the preceding year. In this case, it would have been 30% excluding the change of scope effect. We have achieved an absolute reduction of 45.558% compared to 2009, our baseline year. Excluding the change of scope effect, it would have been 33%. Hence, it is worth noting that we have exceeded the target for last year, which stood at 23.53%. Scope three emissions amounted to 3,878,812 tons, which is 4.3% less than the previous year and 36.6% lower than our 2012 baseline. In the year 2023, we sourced 68.5% of our electricity from renewable sources, marking a substantial leap toward our 100% renewable energy goal. We continue committed to expanding emission reduction and offsetting measures as we strive to attain climate neutrality.

As we near the conclusion, let me underscore the priorities of our strategic plan. First and foremost, our dedication to our people is the bedrock of our organization. Our employees are our most valuable asset, and as such, their health and well-being remain paramount. We endeavor to attract, develop, and deploy the best talent for each role, while also fostering diversity within our workforce. Of particular importance is increasing the representation of women within Ferrovial, especially in leadership positions. Second, Ferrovial is steadfast in pursuit of sustainable growth. Our focus lies on the development and operation of innovative, efficient, and sustainable infrastructure assets with significant concession value in our priority markets. This entails the strategic rotation of mature assets and a relentless pursuit of excellence in delivering shareholder returns.

While our core markets, the U.S., Canada, Spain, and Poland, remain central, we're also actively exploring opportunities in regions such as India, Australia, other European countries, and Latin America. Our third strategic pillar is operational excellence, anchored in a model that continuously improves efficiency, maximizes cash generation, strengthens core processes, and bolsters risk management. Reducing our environmental footprint, particularly in terms of CO2 emissions, is central to this priority. Ferrovial remains proactive in its efforts to maintain its presence in respective sustainability indexes such as Dow Jones Sustainability, Sustainalytics, CDP, and FTSE4Good. And finally, we embrace innovation as a catalyst for progress and sustainability. It is a pillar to advance Ferrovial's core business, reinforce its competitive advantage, expedite its digital transformation, fortify cybersecurity, and create value with new applications of artificial intelligence.

In closing, I wish to express my gratitude again to all Ferrovial employees for the dedication and tireless efforts throughout the year. Your skill and hard work are the driving forces behind the company's achievements, and your contributions are key to our success. I also want to express our sincere appreciation to our customers for the continued trust and support in our solutions for our world on the move. It is through your partnership and loyalty which allow us to innovate and exceed expectations. Last but certainly not least, I extend a heartfelt thank you to our shareholders for their confidence in our company, our management team, and our commitment to society. Your trust and investment enable us to pursue our mission with purpose and determination. Thank you.

Rafael del Pino
Executive Chairman, Ferrovial

Thank you, Ignacio. This concludes the presentation of agenda item 2A, and now I give the floor to the secretary to proceed with agenda items 2B and 2C. Santiago.

Santiago Ortiz
Secretary of the Board, Ferrovial

Thank you. I will now shortly address these agenda items. Item 2B concerns the explanation of Ferrovial's dividend policy. As described in the explanatory notes to the agenda, the board, in line with the shareholder remuneration policy carried out in previous years, intends to implement one or more interim dividends in 2024, which would be distributed to the shareholders by way of a flexible dividend scheme, a scrip dividend, for a cash equivalent amount of around EUR 550 million. Shareholders would have the option to receive their dividend in the form of additional shares in the company or alternatively in cash. If the board, in its sole discretion, does not consider it advisable to implement such a flexible dividend in view of market conditions, the conditions of the company itself, or any other circumstances, it may elect not to distribute such dividend.

Agenda item 2C concerns the explanation of Ferrovial's governance structure and compliance with the Dutch Corporate Governance Code. The company acknowledges the importance of good governance. The Dutch code provides for recommendations for Dutch-listed companies on a comply or explain basis. As Ferrovial is a Dutch-listed company following the merger between Ferrovial S.A. and Ferrovial International S.E., which was completed on J une 16 2023, the Dutch code applies to Ferrovial. The company has taken into consideration and will continue to do so in the future the best practice provisions of the Dutch code. Ferrovial complies with the vast majority of the best practice provisions that are applicable to it. At the same time, the company continues with most of the good governance practices developed by Ferrovial S.A. in the Spanish context.

The deviations from the Dutch Corporate Governance Code are explained in the 2023 annual report as published on Ferrovial's website.

Rafael del Pino
Executive Chairman, Ferrovial

I now give the floor to Mr. Bruno Di Leo, Chairman of the Nomination and Remuneration Committee, who will briefly comment on the remuneration report.

Bruno Di Leo
Chairman of the Nomination and Remuneration Committee, Ferrovial

Thank you. Good afternoon, everybody. On behalf of Ferrovial's Nomination and Remuneration Committee, it is a pleasure to present a summary of our activities during 2023. First and foremost, we are very proud to report to our shareholders that during last year, the board reviewed all the human capital policies in anticipation of the cross-border merger between Ferrovial S.A. and Ferrovial S.E. This was done to ensure that we are compliant with all the regulations related to listing in the Netherlands, that we execute a seamless transition of our corresponding offices into Amsterdam, and finally, that we are enabling ourselves to be more competitive and lead in the global markets where we are investing and developing our business activities. In particular, the new remuneration policy, which was approved in the last year's General Shareholders' Meeting, became effective on June 16, 2023.

This policy is based on the principles of long-term value creation, attraction and retention of human capital, competitiveness, link to share price and profitability, balanced remuneration mix, and transparency, including a clawback provision which follows international standards. Additionally, a new long-term incentive plan was implemented for the period of 2023 - 2025. As in the previous plans, it uses activity cash flow and total shareholder return as performance metrics. But starting this period, we added three new ESG metrics: greenhouse gas reductions, diversity, and finally, occupational health and safety. And you heard our Chairman and our CEO reporting to you on the progress on these indicators. Also, as a result of the implementation of this remuneration policy and long-term incentives, we would like to report the following key items.

one, no changes were made to the compensation of the board of directors and the executive chairman, nor any changes are being proposed in this regard for this meeting. Second, the fixed remuneration of the CEO was increased to EUR 1,450,000 to reflect the additional cost of living related to his move to Amsterdam. Third, the annual variable remuneration corresponding to 2023 was settled to 149.8% of target for the executive chairman and 146.7% of target for the CEO. And finally, fourth, the long-term incentive plan results for year 2020 in the previous period was settled at 63.88% of the maximum incentive. According to the current legislation, this annual remuneration report has been submitted for an advisory vote in this annual General Shareholders' Meeting. In support of this, we have published in our annual report ample and detailed supporting information.

Regarding our board of directors, we would like to report that we are continuously appraising our profile, skills, and composition in order to better support the business. The board, as of today, is made out of 12 members with a very rich and diverse set of experiences and skills in international business as well as diverse industries and functional areas. As a special note, and this was also reported to you by our chairman, four directors are women, meaning that Ferrovial would already be in compliance with the European Union directives on diversity. Finally, we would like to share that the Nomination and Remuneration Committee held four meetings during 2023, that current composition of the committee is in line with the legal requirements and our bylaws. The committee understands as well that it has the appropriate number of members and profiles to perform its functions properly.

In addition, the members are committed to maintain a healthy level of interaction with our institutional investors and proxy advisors. 2023 was a very productive year with several accomplishments in the human capital area. As we look into the future and our growth strategy, we will continue to actively benchmark ourselves against the marketplaces where we invest and operate so we ensure that we have the right talent, policies, and remuneration plans in support of our continued success. Again, thank you very much for your attention and good afternoon.

Rafael del Pino
Executive Chairman, Ferrovial

Thank you, Bruno. Mr. Vernooij, the partner of Ernst & Young Accountants LLP, who has signed the audit report for the 2023 financial statements, will now provide us with some insight into the audit activities they have performed. I give the floor to him.

Jeroen Vernooij
Statutory Auditor, Ernst & Young Accountants LLP

Thank you. Good afternoon. My name is Jeroen Vernooij, and I'm presenting EY, Ernst & Young Accountants LLP. I'm the statutory auditor of Ferrovial S.E. since 2023, and we have concluded our audit in our audit results report, in our auditor's opinion, reported February 27, and it's included in the annual report, and you can find it back on page 484 of the annual report. It is common practice in the Netherlands for the external auditor to present a high-level overview of our audit results to the AGM. So today, I would like to present to you the scope of our audit, our audit plan, and our conclusions. On this slide, you do see the scope of our audit. The audit scope includes both company-only and consolidated financial statements.

In addition, based on our knowledge of the financial statement audit, we have determined that the audit information included in the directors' report does include all necessary disclosures and does not include material misstatements. Also, we have reviewed selected sustainability information, and you can find back our limited assurance report on the selected sustainability information on page 342 of the annual report of Ferrovial SE. This slide gives an overview of our audit plan. We prepared our audit plan and discussed and presented it with the audit committee of Ferrovial, and it is based on our understanding of Ferrovial, based on our previous year's audit results and audit experience, and also based on our assessment of the current environment Ferrovial is operating in. The audit plan includes the scoping of the audit, the coverage of the audit, and the materiality levels used in our audit procedures.

Talking about the scoping, we have included 73 operating entities in our audit scope. This represents about 96% of consolidated assets and consolidated revenues of Ferrovial. For the entities which were not in scope of our audit procedures, among others, we have performed analytical procedures at group level by our group audit team. I am responsible for the audit of Ferrovial, but obviously, I'm not doing this alone. I work with a centralized integrated group team based in Spain and in the Netherlands, and we work with worldwide component auditors which do have the relevant industry experience for an audit for Ferrovial. We also use specialists in our audit procedures where necessary. For example, with respect to tax matters, IT matters, we use forensic experts, and we also use valuation experts. They assist us with the audit procedures on impairment tests.

To assess if the financial statements of Ferrovial give a true and fair view, we use a materiality, and the materiality level for the audit of Ferrovial is set at EUR 81 million for this year's audit, which is about 1% of the revenues of Ferrovial. Our detailed audit opinion, included in the annual report, also describes our focused audit procedures on going concern risks, on risk with respect to fraud and non-compliance, and also with respect to climate change risks. From our audit procedures thereon, we have no specific findings to mention here. Our audit approach is risk-based, which means that we focus our audit procedures on those risks which matter most for the financial statements. Therefore, we have identified key audit matters, and for the Ferrovial audit, we have identified two key audit matters.

One, revenue recognition for long-term construction contracts, and secondly, the recoverability, the valuation of infrastructure projects operating the investment in infrastructure projects operating with concession arrangements. These two key audit matters, the basis for those of the basis for accounting for these two key audit matters, estimates and assumptions are very important. Therefore, we have challenged, together with our experts in the audit management, on their estimates, and we, based on our audit procedures, we concluded that those assumptions do fall within acceptable ranges. Finally, we agree with management's conclusions on those estimates. This is the last page of our presentation, our conclusions. Based on the audit work performed, we conclude that the financial statements of Ferrovial give a true and fair view of its financial position as of the end of 2023.

Also, we concluded that based on our information from the financial statement audit, the audit information included in the annual report does include the necessary disclosures and does not conclude material misstatements. From our review procedures on the selected sustainability information, we have not found any material errors. This is the end of my presentation. Thank you for your attention.

Rafael del Pino
Executive Chairman, Ferrovial

Thank you very much. We will now take questions from shareholders. As previously noted, in the interest of the orderly conduct of the meeting, we ask shareholders to raise questions on any of the items on the agenda now, not later in the meeting. After this time, we will proceed to voting and will not accept any further questions. For your reference, we have posted a summary of all agenda items for this meeting on the screen. Once two or three questions have been asked, we will proceed to answer them and so on. Are there any shareholders in the room who would like to ask questions? Okay. It looks like there are no questions. So we will process the data on the registration for this meeting, and we will make several formal statements, and I give the floor to the Secretary.

Santiago Ortiz
Secretary of the Board, Ferrovial

Thank you. The total number of issued and outstanding ordinary shares per the record date for this general meeting, March 14, 2024, amounted to 730,044,815. The number of voting rights as of the record date is the same as each share carries one vote. At the start of the meeting, 527,438,141 ordinary shares were present or represented. This amounts to 72.25% of the issued and outstanding ordinary shares per the record date. All voting items on the agenda can be adopted by a simple majority of votes cast as more than half of the outstanding share capital is represented.

Rafael del Pino
Executive Chairman, Ferrovial

I now open the voting and ask that the voting operators switch on the voting system. As mentioned before, from now on, to agenda item 10, which is the closing, you have the opportunity to vote on all items on the agenda. You do not have to wait for a particular item to be introduced in order to vote. We will now take you through the voting items, starting with item 2D.

Santiago Ortiz
Secretary of the Board, Ferrovial

This item concerns the remuneration report for the board for the financial year 2023. The remuneration report was prepared in accordance with Dutch law and has been made available to the shareholders on the company's website. The general meeting has an advisory vote on the remuneration report.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your advisory vote. We now continue with agenda item 2E.

Santiago Ortiz
Secretary of the Board, Ferrovial

Item 2E concerns the discussion of the 2023 annual report and the adoption of the financial statements for the financial year 2023. Ferrovial published the 2023 annual report containing financial and non-financial information, which was available for your inspection at the offices of Ferrovial and can also be found on Ferrovial's website. The 2023 financial statements, based on international financial reporting standards and Dutch law, are now submitted to the general meeting for adoption.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. We now continue with agenda item 3E.

Santiago Ortiz
Secretary of the Board, Ferrovial

This agenda item concerns the climate strategy report for the financial year 2023. The climate strategy report has been made available on Ferrovial's website. As described in the explanatory notes to the agenda, the climate strategy report is consistent with the recommendations of the Task Force on Climate-related Financial Disclosures . It contains information on the evolution of greenhouse gas emissions and the actions to undertake to achieve the targets established in the emission reduction plan of the company. The climate strategy report has been verified by an independent body. The board has decided to submit this item to the company's general meeting as a non-binding advisory vote in line with previous years.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your advisory vote. We now continue with item 4E.

Santiago Ortiz
Secretary of the Board, Ferrovial

Item 4E is a proposal to grant discharge to: the executive directors of the company or Ferrovial S.A. in office in the financial year 2023 in respect of the performance of their management duties, and the non-executive directors of the company or Ferrovial S.A. in office in the financial year 2023 in respect of the performance of their non-executive duties. As such performance is apparent from the 2023 annual report or other public disclosures prior to the adoption of the annual accounts for the financial year 2023.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. We will now move to agenda item 5E.

Santiago Ortiz
Secretary of the Board, Ferrovial

Item 5E contains the proposal to reappoint Ernst & Young Accountants LLP as the company's external auditor for the financial year 2024. As described in the explanatory notes to the agenda, the company's audit and control committee has recommended the reappointment of Ernst & Young Accountants LLP. The board concurs with the audit and control committee's recommendation.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. We will now move on the next agenda item.

Santiago Ortiz
Secretary of the Board, Ferrovial

This item 6E consists of two voting items, 6A and 6B. Item 6A includes the proposal to authorize the board to issue ordinary shares for general purposes. It is proposed to designate the board as the corporate body authorized to issue ordinary shares and to grant rights to subscribe for ordinary shares up to a maximum of 10% of the company's issued share capital at the date of this general meeting. With respect to these and the following items, I refer you to the explanatory notes to the agenda for further details on the authorizations requested.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. We now move to agenda item 6B.

Santiago Ortiz
Secretary of the Board, Ferrovial

Item 6B includes the proposal to authorize the board to issue ordinary shares for purposes of scrip dividends. As previously explained, the board intends to resolve on one or more interim scrip dividends that would allow shareholders to elect receiving a dividend in cash or in ordinary shares. It is proposed to designate the board as the corporate body authorized to issue ordinary shares and to grant rights to subscribe for ordinary shares up to a maximum of 5% of the company's issued share capital at the date of this general meeting.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. We now move on the next agenda item.

Santiago Ortiz
Secretary of the Board, Ferrovial

Item 7E also consists of two voting items, 7A and 7B. Item 7A includes the proposal to authorize the board to limit or exclude preemptive rights for ordinary shares for general purposes. It is proposed to designate the board as the corporate body authorized to limit or exclude preemptive rights in connection with the issue of and/or the granting of rights to subscribe for ordinary shares up to a maximum of 10% of the company's issued share capital at the date of this general meeting.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. We now move on to agenda item 7B.

Santiago Ortiz
Secretary of the Board, Ferrovial

Item 7B includes the proposal to authorize the board to limit or exclude preemptive rights for ordinary shares for purposes of scrip dividends. It is proposed to designate the board as the corporate body authorized to limit or exclude preemptive rights in connection with the issue of and/or the granting of rights to subscribe for ordinary shares up to a maximum of 5% of the company's issued share capital at the date of this general meeting.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. We now move on to agenda item 8E.

Santiago Ortiz
Secretary of the Board, Ferrovial

This agenda item concerns the proposal to authorize the board to acquire ordinary shares in the company's share capital. It is proposed that the board is delegated the authority to resolve to acquire ordinary shares.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. We now move on to agenda item 9E.

Santiago Ortiz
Secretary of the Board, Ferrovial

This item concerns the proposal to cancel ordinary shares in the company's share capital as may be held by the company from time to time. The number of ordinary shares that will be canceled will be determined by the board. The cancellation may be implemented by the board in one or more tranches. As I said, I refer to the explanatory notes to the agenda for further details of this proposal and the manner in which shares are canceled.

Rafael del Pino
Executive Chairman, Ferrovial

I invite you to cast your vote. I remind you that the opportunity to vote will close in a few seconds, so I invite you to finalize your votes now. Well, voting is now closed.

Santiago Ortiz
Secretary of the Board, Ferrovial

We are waiting for the tabulation of votes to be completed, after which we will share the results on the screen.

Speaker 6

Since 1952, Ferrovial has promoted the progress and development of communities by betting on a better future for generations to come. We tackle complex problems through innovation and nimble thinking that results in designing and building sustainable infrastructure solutions to transform the way people live, work, and connect. Our expertise extends beyond construction, encompassing financing, operation, and major asset management, ensuring long-term value for stakeholders and lasting positive impacts on the communities we serve. Our combined capabilities across highways, airports, and construction create a unique competitive advantage, allowing us to execute complex projects with unparalleled efficiency and financial strength. This approach began with our early international endeavors, starting with the groundbreaking 407 ETR Highway project in Toronto, Canada, and continuing with the acquisition of iconic assets like London Heathrow Airport, the busiest hub in Europe. Two decades ago, we pioneered our entry into the U.S.

Market with a project in Dallas, Fort Worth, and further solidifying our presence with the acquisition of a leading Texas construction company. Today, we operate five express lanes across Texas, North Carolina, and Virginia while developing key infrastructure projects like the new Terminal one at JFK Airport, committed to improving global transportation and propelling socioeconomic growth. At Ferrovial, our assets are more than just infrastructure. They are catalysts for economic growth, engines of social progress, and all with an eye towards environmental sustainability. We are committed to improving people's lives and creating a connected, sustainable world for everyone. Just as it was 70 years ago, our commitment and purpose remain unwavering. We are builders of opportunity, drivers of change, and engineers of a better tomorrow. We are Ferrovial, developing infrastructure for a world on the move.

Rafael del Pino
Executive Chairman, Ferrovial

The voting results have now been processed, and all voting items submitted to the general meeting have been adopted. Ferrovial will publish the voting results on its website after the conclusion of this general meeting in the terms set forth in the applicable regulations. Dear shareholders, we have now come to the end of this annual general meeting, and I hereby close the meeting. On behalf of the board and myself, I thank you very much for your attendance and participation. We hope to see you again at the next general meeting.

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