Good afternoon, everyone. The board and I welcome you to Ferrovial's 2026 Shareholders Meeting, which is hereby declared open. I would like to thank you all for attending, whether here in person, by proxy, or online. Let me introduce the members of the board who are present. Vice-Chairman Óscar Fanjul, CEO Ignacio Madridejos, María del Pino, José Fernando Sánchez-Junco, Philip Bowman, Bruno Di Leo, Lead Director Juan Hoyos, Gonzalo Urquijo, and Hildegard Wortmann. Elisenda Bou-Balust, whose appointment as non-executive director has been proposed to the shareholders' meeting, is also present. We also have Esther van der Vleuten with us today, representing PricewaterhouseCoopers Accountants N.V., Ferrovial's External Auditor and Assurance Provider for the Non-Financial Information for the financial year 2025. The meeting will be held in English. No Dutch spoken yet, I'm sorry. It can also be followed in Spanish through simultaneous translation, both here and online.
I now give the floor to the Secretary of the Board of this meeting, Geerte Hesen, who will explain the procedural aspects of the meeting.
Thank you. Good afternoon and also a warm welcome from me to all attendees of this 2026 shareholders meeting. First, I note that the shareholders' meeting has been convened in accordance with Ferrovial's articles of association and Dutch law, and that all requirements have been met so that the shareholders' meeting may adopt the proposed resolutions as set out in the agenda. I will now explain the process for asking questions during the meeting. As stated in the convocation notice, 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. No such questions have been submitted. Those here in person were able to submit questions in writing with the same deadline, and microphones are available to ask questions today.
To conduct an orderly meeting, we will open the floor to take questions from participants at a single moment, which will be after the presentations relating to agenda item two have finished. Accordingly, at this time, questions may be asked regarding all agenda items. If you wish to ask a question, a microphone will be brought to you. State your name clearly and keep your question as short and concise as possible, referring to the item on the agenda. If you are a proxy holder, please also state the name of the shareholder that you represent. For the proper conduct of business at the meeting, the chairman may limit the speaking time and/or the number of questions. The chairman will also determine who is best positioned to answer your questions. Since the meeting is held in English, questions should be posed in English. Responses will also be in that language.
Questions may be posed in Spanish, in which case our response will be in English. 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. 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 shareholder meetings.
These terms and conditions have been made available on Ferrovial's website. Mr. Bart Jan Kuck, who is present today as Independent Third-Party Civil Law Notary, has been authorized to exercise voting proxies and instructions during the shareholders meeting.
Voting will be opened following the discussion of agenda item two. Once voting is open, you will have the opportunity to vote on all agenda items until we reach agenda item 12, closing. In other words, you do not have to wait for an agenda item to cast your vote. In order 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 would like to change your vote, easily select the button corresponding to your new choice. You can change your vote until the voting process closes. 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, and following discussion of agenda item two, the voting will be opened.
We now come to agenda item 2A relative to the report on Ferrovial's Financial and Non-Financial Performance for 2025. In 2025, Ferrovial delivered robust performance across all business divisions. Most importantly, our North American highway assets continued to deliver outstanding revenue and EBITDA growth. The new Terminal 1 at JFK kept progressing with focus on operational readiness later this year, and construction's profitability improved, surpassing the long-term target, and closed the year with a record order book. As a result, revenue reached EUR 9.6 billion, up 8.6% from 2024 on a like-for-like basis. Adjusted EBITDA stood at EUR 1.5 billion, representing a 12.2% increase also on a like-for-like basis over 2024. Net profit was EUR 888 billion. Ex infrastructure liquidity amounted to EUR 5.1 billion, and consolidated net debt, excluding projects, was - EUR 1.3 billion, driven mostly by record dividends of EUR 968 million received from infra assets.
In 2025, Ferrovial closed the divestment of its remaining 5.25% stake in Heathrow Airport for a total amount of EUR 539 million, and sold AGS Airports for EUR 533 million. The year was also quite active in terms of investments, with a total of EUR 2 billion of committed capital. This was mainly allocated to highways and airports, with the acquisition of an additional 5% stake in 407 ETR in Toronto, and equity injections of EUR 236 million in the new Terminal 1 at JFK Airport.
Ferrovial also joined the Nasdaq-100 index in December, just a year and a half after the initial U.S. listing. This milestone is a consequence of our growing presence in North America, and of the confidence investors place in our long-term strategy. Ferrovial shares ended 2025 at EUR 55.34, having appreciated 36.3% in the year, compared with 49% of the IBEX 35 index and 20% of Nasdaq.
Total shareholder return in the period, measured as a combination of share price appreciation and dividends paid, was 38.6%. The share price at yesterday's close was EUR 59.78, having appreciated 8% year-to-date. Market capitalization stood at EUR 43.8 billion. Total dividends in 2025, combining shares and cash, were EUR 626 million. We aim to implement in 2026, subject to the board's discretion, one or more interim scrip dividends for a cash equivalent amount of around EUR 1 billion. This will bring total dividends for the period 2024 to 2026 to EUR 2.2 billion. Strong governance is one of Ferrovial's essential values, and we believe that it leads to long-term value creation and builds shareholders' trust. This is why over 2/3 of board members qualify as independent directors, and 100% of the Audit and Control Committee and the Nomination and Remuneration Committee members are independent.
Following the adoption of U.S . Governance requirements, we have updated the board rules and aligned our governance with the latest provision of the Dutch Corporate Governance Code. Ferrovial is also committed to the highest environmental, social, and governance standards, and is included in globally recognized sustainability indexes such as the Dow Jones Best-in-Class Index and Carbon Disclosure Project Climate Change A List. Health and safety are top priorities, and we uphold the highest standards. We made substantial progress in 2025, however, we did not achieve our zero fatalities goal. In February 2025, Ferrovial's emissions reduction targets were revalidated by the Science-Based Targets initiative. We also delivered a code of ethics training to our employees, including blue-collar workers, to enhance our compliance program. Ferrovial's work was recognized in 2025 with a range of awards in sustainability, innovation, finance, and best place to work.
Some of our projects and assets were also recognized, such as the Silvertown Tunnel in London, the Ontario Line project in Toronto, and several Webber projects in Texas to highlight a few. To conclude, 2025 was an excellent year for Ferrovial, and looking ahead, we are well-positioned for continued growth, supported by a record pipeline of U.S. infrastructure projects and rising interest in public-private partnership opportunities across the country. This, together with the best talent, operational excellence, and financial discipline, will allow us to continue generating value for all stakeholders. On behalf of the board of directors, I want to thank you, our shareholders, as well as our customers and suppliers, for your trust and support. I also want to express our gratitude to the more than 22,500 employees spread around the world for their ongoing dedication to the company.
Their combined effort has been instrumental in Ferrovial's success and in providing essential infrastructure to support a world on the move. I now give the floor to Ignacio Madridejos, CEO.
Thank you, Rafael, and good afternoon, ladies and gentlemen. It's a privilege to share with you Ferrovial's performance in 2025, as well as our priorities for 2026. Building on the achievements outlined by the chairman, let me underscore those highlights that contributed to an outstanding performance last year. 2025 was marked by a strong operating performance, capital rotation activity, and significant progress in our U.S. pipeline. Our highways in North America experienced significant growth in revenue per transaction. Additionally, the construction division delivered a good performance with a record order book and exceeding the profitability target for the year. Finally, we're included in the Nasdaq-100, reflecting investor confidence in our distinctive business model and growth strategy in the U.S. Now we'll take a closer look at the results achieved during the year.
In terms of key figures, revenues increased by 8.6% year-over-year on a like-for-like basis, reaching EUR 9.6 billion due to higher contributions from highways and construction. Adjusted EBITDA grew 12.2% year-over-year on a like-for-like basis to EUR 1.5 billion. Net profit stood at EUR 888 million. Turning our attention to the contribution by business units, 79% of revenues came from construction, 14% from highways, 4% from energy, 1% from airports, and the remaining 2% from others. Regarding the Adjusted EBITDA, EUR 990 million came from highways, EUR 511 million from construction, EUR 37 million from airports, and EUR 3 million from energy.
Geographically, the United States and Canada represented around 40% of revenues, Poland 23%, Spain 20%, the United Kingdom 8%, and other countries 9%. Notably, the United States and Canada contributed EUR 950 million in Adjusted EBITDA, Poland EUR 255 million, and Spain EUR 240 million, broadly surpassing the figures of the preceding year. These figures underline the importance of the North American market and confirm the strong results achieved by Budimex, our construction subsidiary in Poland, along with our operations in Spain.
In 2025, the cash flows from operating activities experienced a positive trend, supported by significant contributions from the highways and construction businesses. Cash flow from operating activities, excluding taxes, reached EUR 1,385 million. Highways contributed through dividends amounting to EUR 880 million, while airports added EUR 30 million in dividends. Construction contributed EUR 597 million, energy EUR 85 million, and the rest of the outflows came from corporate and business divisions headquarters. Overall dividends from projects reached an all-time high of EUR 968 million. At the close of 2025, the consolidated net debt of its infrastructure project companies stood at -EUR 1.3 billion, a solid cash position, meaning a reduction of more than EUR 450 million compared to the previous year due to the higher investments.
Turning to the performance of the highways division, revenues reached EUR 1.4 billion, a substantial 13.7% increase like-for-like compared to the previous year. Adjusted EBITDA reached EUR 919 million, up by 12.2% like-for-like. All our North American assets distributed dividends last year. We received EUR 452 million from the 407 ETR and EUR 403 million from the U.S. managed lanes. Shifting to traffic, the 407 ETR reported 6.1% growth, supported by increased mobility in the area and promotional offers. In 2025, we implemented promotions on a large scale for the first time throughout the whole year. This helped us with segmentation, created value for users, and maximize EBITDA in this asset. In the U.S., the Dallas-Fort Worth Corridor remained strong. However, the traffic in our assets was negatively impacted by construction works. The NTE 35W recorded 2.9% growth, while the LBJ remained flat and NTE registered a 4.7% decrease.
The I-66 grew by 7.4%, and the I-77 declined by 2%. Moving to revenue per trip, the 407 ETR reported an 11.7% increase in 2025, and express lanes in the U.S. also experienced solid growth in revenue per transaction during the period. NT registered a 13.4% increase, LBJ 8.7%, NTE 35W 11.6%, I-66 13.3%, and I-77 24.7%. Finally, let's take a look at the EBITDA. All the North American assets improved during the year. The 407 ETR increased by 14.2%, and in the U.S., NT registered a 5.5% rise, LBJ 9.2%, NTE 35W 10.6%, I-66 25.7%, and I-77 16.5%. Now turning our attention to airports' performance. The New Terminal One continues making a steady progress towards starting operation in 2026. The project reached physical progress of up to 82% by the end of 2025.
Commercial agreements have continued to progress, resulting in commitments from 25 airlines, including contracts executed with 16 companies and nine letters of intent, as well as advanced negotiations with several carriers. 2025 was also a key year for NTE project financing, with the successful issuance of the $1.4 billion Series 2025 Green Bonds. Dalaman Airport welcomed 5.6 million passengers, slightly below the previous year, as the macroeconomic conditions and geopolitical challenges in the Middle East impacted international traffic. Revenues reached EUR 85 million, and Adjusted EBITDA was EUR 66 million, increasing by 3.6% and 2.5%, respectively, compared to the previous year. In July 2025, Ferrovial completed the divestment of its 25.25% stake in Heathrow Airport for EUR 539 million. Previously, at the end of January, we closed the sale of our 50% stake in AGS for EUR 533 million. Now let's focus on construction.
Our construction business saw a 7.5% increase in revenues to EUR 7.7 billion on a like-for-like basis. Adjusted EBIT totaled EUR 352 million, resulting in a 4.6% Adjusted EBIT margin, exceeding the average long-term profitability target. Ex-infra sector cash flow from operating activities reached EUR 597 million, reflecting our ability to generate cash and support ongoing operations and investments. The order book reached an all-time high of EUR 17.4 billion, increasing by 10.1% like-for-like compared to the previous year. North America holds the largest share, accounting for 46%, followed by Poland with 22%, Spain with 14%, and the United Kingdom with 12%. Last year, Ferrovial was awarded several key projects in some of its main markets.
Just to list a few of them, the construction of a pump station on the I-35 project in Austin, improvement works at Fort Worth's Eagle Mountain Water Treatment Plant and the I-95 corridor in South Carolina, design and building of track infrastructure for high-speed rail project connecting London to Birmingham, construction of railway line section in Poland, improvements to the urban environment along the northern section of the Paseo de la Castellana in Madrid. I will focus now on sustainability. As the chairman mentioned earlier, sustainability is a key pillar in Ferrovial's strategy to create value for the business, the communities in which we operate, and all our stakeholders. Every year, we measure key performance indicators to assess progress and the level of implementation and achievement of the strategy, and most of them are progressing well.
Specifically, I would like to highlight a 35.7% cut in the Scope 1 and 2 CO2 emissions versus base year 2020, a 22.4% drop in water consumption versus base year 2017, and a 76.2% recycling rate for construction and demolition debris. In 2025, Ferrovial emissions reduction targets in line with the 1.5 degrees Celsius trajectory were revalidated by the Science Based Targets initiative. The validated targets aim to reduce our Scope 1 and 2 absolute emissions by 42% and our Scope 3 absolute emissions by 25%, both by 2030 and compared to base year 2020. Moving to our people, our greatest strength. By placing care, trust, and accountability at the center of our approach to health and safety, we strengthen individual and collective resilience. This commitment ensures our teams are prepared, supported, and able to work safely in all conditions, protecting one another while sustaining long-term performance.
In 2025, we registered a serious injury and fatality frequency rate of 0.56, meaning a 17.8% reduction compared to 2022. Despite implementing stronger measures, we didn't meet our zero fatalities goal. We remain strongly committed to making every effort needed to reach this vital organizational goal. We reinforce our commitment to society, especially to local communities, through our social scheme On the Move for People. Just to give you some numbers, EUR 4.6 million were invested in the community in 2025. Close to 400,000 people and 350 organizations benefited from our social projects, and almost 2,000 employees contributed more than 19,500 hours to social works. Before closing, I would like to underscore our priorities for 2026. First and foremost, our people. Ferrovial teams are the most important pillar for the organization.
As such, we need to ensure the highest standards for health and safety in all our operations, in addition to well-being. In order to seize growth opportunities and generate value, it is essential to recruit and nurture top talent for every role.
While also strengthening a culture that embraces engagement. Second, sustainable growth. Our purpose is to develop and operate sustainable, innovative, and efficient infrastructure projects with high concessional value to create long-term value for all our stakeholders. Our strategy focuses on the rotation of mature assets, which will allow us to fund future growth opportunities, ensuring maximum return to shareholders. Thirdly, operational excellence. Ferrovial is committed to optimizing cash generation while maintaining the highest level of operating performance. Finally, innovation. Ferrovial is accelerating the digital transformation throughout its operations, applying artificial intelligence to transform the way of working and improve processes, and fostering an innovation and cybersecurity culture. To close, I wish to reiterate my gratitude to all Ferrovial professionals for their dedication and tireless efforts throughout a remarkable year. Your commitment and hard work drive the company's achievements and are key to success.
Also, I want to express my sincere appreciation to our customers for their continued trust, as well to our partners and suppliers for joining us in this exciting journey and allowing us to innovate and excel. Last, but certainly not least, I extend a heartfelt thank you to our fellow shareholders for your continued confidence in our company, our leadership team, and our purpose to build a bright future for generations to come.
Thank you, Ignacio. This concludes the presentation on agenda item 2A. I give the floor now to the secretary for the presentation and discussion of item 2B.
Let me shortly address this agenda item, which is a non-voting item regarding Ferrovial's dividend policy. As described in the explanatory notes to the agenda, the board intends to implement one or more interim dividends in 2026 by way of a scrip dividend for a cash equivalent amount of around EUR 1 billion. Shareholders would have the option to receive their dividend in the form of either additional shares or cash. The board, in its sole discretion and in view of the market conditions, the conditions of Ferrovial itself, or any other circumstance, may elect not to distribute such dividends, to pay additional dividends, or to pay dividends in either shares only or cash only.
The next item on the agenda is the remuneration report, which has been made available on Ferrovial's website. After the voting opens, you may cast an advisory vote on the remuneration report. I now give the floor to Bruno Di Leo, Chairman of the Nomination and Remuneration Committee, who will comment on the remuneration report for 2025.
Good afternoon. On behalf of Ferrovial's Nomination and Remuneration Committee, I am pleased to present the 2025 annual report on the board of directors' remuneration. The current remuneration policy for the board was approved at the shareholders meeting in 2025. The total approved remuneration was EUR 2,280,000. This amount was distributed proportionally among the directors based on their participation and responsibilities in the board committees. As per the new policy, 83% of this remuneration was paid in cash and 17% was paid in equity. Two of the board members are executive directors: Mr. Rafael del Pino, Executive Chairman, and Mr. Ignacio Madridejos, Chief Executive Officer. In addition to their board of directors' regular compensation, both received an additional fixed and variable remuneration for their executive duties. In 2025, the Executive Chairman earned a total of EUR 6,752,000, and the Chief Executive Officer earned a total of EUR 5,947,000.
This total remuneration was paid in cash as well as in shares, according to the approved policy and based on the certified financial statements and with favorable reports by the Audit and Control Committee, as well as our external auditors. The 2025 annual remuneration report has been submitted for an advisory vote in today's general shareholders meeting. In support of this vote, we have published detailed information in our annual report. Looking into the future, the board is submitting for approval the key terms of the long-term incentive plan for the period 2026 to 2028. The key terms of the plan are aligned with those submitted to the general shareholders meeting on previous occasions and with the remuneration policy. We believe that the plan is consistently supporting the long-term goals of Ferrovial, and therefore, it does not require any major changes.
As our closing remarks, in 2025, the Nomination and Remuneration Committee held four in-person meetings as well as several remote interactions. The current composition of the committee is in line with the legal requirements and our internal regulations. In 2026, we will continue to actively benchmark ourselves against the marketplaces where we invest and we operate to ensure our nomination and remuneration policies, first, provide Ferrovial with ability to recruit and retain the best knowledge and experience relative to the markets where we conduct business. Second, to remunerate the creation of long-term value, profitability, growth, and finally, third, to ensure we have all the provisions on risk, controls, balanced mix, and transparency. With this, we conclude the report of the Nomination and Remuneration Committee, and we thank you for your attention and continued support.
Thank you, Bruno. Item 2D concerns Ferrovial's 2025 annual report and the adoption by the shareholders' meeting of the annual accounts for the financial year 2025. The 2025 annual report has been made available at our registered office and website. Ms. van der Vleuten, the Partner of PricewaterhouseCoopers, who has signed the audit report for the 2025 financial statements, as well as the independent auditor's assurance report for non-financial information, will now provide us with some insight into the audit and assurance activities they have performed. You have the floor.
Thank you, Mr. Chairman. My name is Esther van der Vleuten, ladies and gentlemen, and I am the external auditor of Ferrovial SE on behalf of PricewaterhouseCoopers Accountants N.V. 2025 was the first year that we as PwC conducted this audit of Ferrovial, and it was conducted under my direct supervision in close cooperation with PwC Spain and PwC offices across the globe for the group's key geographies. As an external auditor, my role is to explain our audit work and our conclusions, and management and the board remain responsible for the content of the annual report and the internal control environment. I will elaborate on the procedures performed to substantiate our audit report and conclusions reached.
Based on our audit, we have issued an unqualified audit opinion on the consolidated and separate financial statements for the year ended 31st of December 2025, and that report was dated 25th of February of 2026. In our opinion, the financial statements provide a true and fair view in accordance with IFRS, as adopted by the European Union, as well as with Dutch law, and they are appropriately prepared on a going concern basis. We have also assessed that the other information included in the annual report is consistent with the financial statements, as well as is compliant with laws and regulations, including disclosures included in the corporate governance report and the remuneration report. We have no specific matters to report in this respect.
We conclude that the description of the risk management and control systems in the annual report is in line with the results of our audit work and that the major risks that we consider relevant from an audit perspective have been appropriately disclosed in the integrated annual report. The detailed information on how we have conducted our audit and our audit approach is included in the auditor's report, which you can see and is included in the annual report. In summary, we applied a materiality level of EUR 136.8 million and that was derived as 0.5% of total assets. We conducted our audit at 40 components in 10 countries, resulting in an audit coverage of 87% of consolidated revenue, 91% of consolidated total assets, and 94% of consolidated profit before tax. Most of the work has been conducted at the large components in the United States, Canada, Spain, and Poland.
As you have read, we have reported two key audit matters, the risk of misstatement in revenue from long-term construction contracts and the recoverability of fixed assets in infrastructure projects related to the U.S. highways and the related goodwill of U.S. Highway I-66. For details on our audit response there, too, we refer to the section Key Audit Matters in my auditor's report. Additionally, we have issued a separate limited assurance report on the sustainability statement of the company included in the annual report and concluded that nothing has come to our attention that it is not prepared in all material respects in accordance with the European Sustainability Reporting Standards or compliant with the reporting requirements provided for by the EU Taxonomy. I confirm that we are and have been independent of Ferrovial SE and are compliant with the applicable independence regulations.
I would like to thank the board, the Audit and Control Committee, and management for the constructive cooperation during this first year's audit, and I would like to conclude my summary here and return the floor to the chairman. Thank you.
Okay, thank you very much, Esther. Before we move to the questions, the data on the registration for this meeting have been processed. You have the floor.
Thank you. The total number of issued and outstanding ordinary shares for the record date for this shareholders meeting, 12 March 2026, amounted to 718,517,287. The number of voting rights as of the record date is the same, as each share carries one vote. At the start of the shareholders meeting. 529,353,385 ordinary shares were present or represented. This amounts to 73.67% 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.
Thank you, Geerte. We now move to the questions. I know that no questions have been submitted ahead of the shareholders meeting. We will now take questions from those present here on all the items of the agenda. As previously mentioned, in the interest of conducting an orderly meeting, we ask you to raise questions on any of the items of 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 any questions? Okay, I know that there are no questions regarding any of the agenda items.
I now open the voting and ask that the voting operator switch on the voting system. As mentioned before, from now up to agenda item 12, the closing, you can vote on all items on the agenda. You do not have to wait for a particular item to be introduced to vote. If you are voting during this meeting, you may change your vote at any time until the voting is closed. We will now take you through the remaining agenda items, starting with agenda item three. All remaining agenda items are voting items. I give the floor to the secretary.
This agenda item concerns the climate strategy report for the financial year 2025. 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 prepared in alignment with the recommendations of the Task Force on Climate-related Financial Disclosures. The report includes an update on Ferrovial's emissions reduction plan, the evolution of greenhouse emissions, and the actions to achieve the established reduction targets. The climate strategy report has been verified by an independent body, PricewaterhouseCoopers. In line with previous years, the board has resolved to present this report to the shareholders meeting as a non-binding advisory vote.
We now continue with item four, the discharge.
Item four is a proposal to grant discharge to, one, the executive directors of Ferrovial in office in the financial year 2025 in respect of the performance of their duties. Two, the non-executive directors of Ferrovial in office in the financial year 2025 in respect of the performance of their duties. As such performance is apparent from the 2025 annual report or other public disclosures prior to the adoption of the annual accounts for the financial year 2025.
We now move to agenda item five, director reappointments and appointments.
This agenda item contains the proposals to reappoint the directors, Mr. Madridejos, Mr. Bowman, Mr. Hoyos, and Mr. Urquijo, as well as a proposal to appoint Ms. Bou-Balust. The board, following the recommendation of the Nomination and Remuneration Committee, has nominated each of these directors for reappointment or appointment for a three-year term, lapsing at the end of Ferrovial's 2029 Shareholders' Meeting. For the curriculum vitae of the nominated directors, I refer to the explanatory note of the shareholders meeting, which also contains an explanation of the reasons for nominating these directors. Accordingly, I will keep such explanations brief during this meeting. I note that Mr. Bowman, Mr. Hoyos, Mr. Urquijo, and Ms. Bou-Balust qualify as independent in accordance with the Dutch Corporate Governance Code and the Nasdaq Listing Rules. I will now turn to the specific nominations for the reappointment of the directors.
The reappointment of Mr. Ignacio Madridejos. The board believes that there are compelling reasons for the reappointment of Mr. Madridejos, primarily his deep knowledge and experience of Ferrovial and the sectors in which it operates, the key role he has played in the consolidation of the Ferrovial Group as one of the world's leading infrastructure groups, and the long-term value creation over the years in which he has been CEO. Reappointment of non-executive directors. I turn to the reappointment of Mr. Bowman, Mr. Hoyos, Mr. Urquijo as non-executive directors as set out in explanatory notes to agenda items 5B to 5D.
For each of their reappointments, the board has taken into account Ferrovial's board profile and has evaluated positively their proven experience and extensive professional career, their extensive knowledge of the Ferrovial Group and the sector and markets in which it operates, the assessment of their performance, their availability to carry out their duties as directors, and their positive contribution to the board and the committees of which they are members in their current capacities. The board is of the opinion that the reappointments as a whole contribute to an appropriate mix of senior members and members more recently appointed, enriching the debate and providing a plurality of views to allow for proper exercise of the board's and committees' duties.
The appointment of Ms. Elisenda Bou-Balust. I finally discuss the appointment of Ms. Bou-Balust as Non-Executive Director. The board nominates Ms. Elisenda Bou-Balust because of her deep knowledge and experience in technology, and specifically in artificial intelligence, on which she has a thorough level of understanding. In addition, her commercial and managerial experience derived from founding technology companies and her knowledge of the U.S. market, which is a strategic priority for Ferrovial, are highlighted. The board considers Ms. Bou-Balust would complement its overall composition positively, providing a forward-looking perspective and strengthening discussions on digital evolution and the future market developments. Overall, the board believes that the reappointments and appointment of the nominated directors are in the best interest of Ferrovial.
Before we move on, I would like to remind you that you may cast your vote for all agenda items until we reach item 12, the closing. We now move to agenda item six, the long-term incentive plan for executive directors.
This agenda item regards a proposal to approve the key terms of a new long-term incentive plan applicable to executive directors for the period 2026-2028, which are in line with previous plans and with the remuneration policy. These key terms include grant vesting period and scheme. The allocation of units will be made in annual grants in 2026, 2027, and 2028. The shares shall be delivered if the conditions are met only upon completion of the fiscal year in which the third anniversary of the allocation of units is reached. Metrics. The delivery of shares is subject to compliance during the vesting period, with performance metrics calculated on the basis of, one, activity cash flow with a weight in range between 35%-45%.
Two, total shareholders' return with a weight in a range between 45%-55%, calculated through a comparison with a defined peer group and the S&P 500 index or such other appropriate index. Three, ESG targets related to sustainability, belonging and inclusion, and health and safety with a weight in range between 10%-15%.
We now go on with agenda item seven, the conversion from Ferrovial SE to Ferrovial NV, and the related amendment of the articles of association.
This item refers to the change of the legal form of the parent company of the Ferrovial Group. The board considers that converting the legal form to an NV has several benefits. First, it would bring Ferrovial more in line with market practice, where the vast majority of Dutch-listed entities are NVs. Second, Ferrovial believes it will furthermore benefit from a clearer legal framework. Finally, there are certain practical benefits for an NV compared to an SE, such as the ability to digitally file its submissions with the Dutch Trade Register. For these reasons, the group also completed the conversion of its Dutch sub-holdings that were SEs into Dutch private limited liability companies, BVs. The conversion also requires a change of the articles of association, which is limited to reflecting a change in the legal name and a reference to the legal form.
No other changes to Ferrovial's governance or the articles of association are proposed. Ferrovial will retain its legal personality. All assets, liabilities, rights, obligations, and other legal relationships of Ferrovial SE will remain with Ferrovial NV, and Ferrovial's shares will remain issued and will continue to be listed and traded on the same stock exchanges. In light of the above, Ferrovial considers the conversion a technical change to align with market practice and benefit from a clearer legal framework. The conversion proposal and an explanatory report on the legal and economic aspects and the implications for shareholders and employees have been made available on Ferrovial's website and Ferrovial's registered office.
We now move to the next agenda items, which relate to several authorizations to be granted to the board.
With respect to this and the following items, I refer to the explanatory notes to the agenda for further details and conditions of the authorizations requested. Agenda item eight consists of two voting items, 8A and 8B. Item 8A includes the proposal to authorize the board to issue ordinary shares and to grant rights to subscribe to ordinary shares for general purposes up to a maximum of 10% of Ferrovial's issued share capital at the date of this shareholders' meeting. Item 8B includes the proposal to authorize the board to issue ordinary shares and to grant rights to subscribe for ordinary shares for scrip dividend purposes, up to a maximum of 5% of Ferrovial's issued share capital at the date of the shareholders' meeting.
Item 9.
Item nine also consists of two voting items, 9A and 9B. Item 9A includes the proposal to authorize the board to limit or exclude preemptive rights in connection with the issuance of and/or the granting of rights to subscribe for ordinary shares up to a maximum of 10% of Ferrovial's issued share capital at the date of the shareholders' meeting for general purposes. Item 9B includes the proposal to authorize the board 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 Ferrovial's issued share capital at the date of the shareholders' meeting for scrip dividend purposes.
Okay, next item.
Agenda item 10 concerns the proposal to authorize the board to acquire ordinary shares in Ferrovial's share capital in accordance with the conditions set out in explanatory notes to this agenda item.
We now move to the final substantive agenda item, number 11.
This agenda item concerns a proposal to cancel ordinary shares held in treasury. The number of ordinary shares to be canceled will be determined by the board. The cancellation will be implemented in one or more tranches in accordance with the conditions and procedures set out in the explanatory notes to this agenda item.
That brings us to the end of the substantive part of this shareholders' meeting. I remind you that the opportunity to vote will close in a few seconds. I invite you to finalize your vote.
[Presentation]
Okay. Voting is now closed and has been processed, so we have the results on the screen. Okay. All voting items submitted to the shareholders' meeting have been adopted, and Ferrovial will publish the voting results on its website after conclusion of this shareholders' meeting. Dear shareholders and attendees, we have now reached the end of this 2026 meeting, and I hereby close the meeting. On behalf of the board, thank you for your attendance and participation. We hope to see you again next year.