Neinor Homes, S.A. (BME:HOME)
Spain flag Spain · Delayed Price · Currency is EUR
16.86
-0.04 (-0.24%)
May 13, 2026, 5:35 PM CET
← View all transcripts

AGM 2025

Mar 31, 2025

Moderator

Good morning, ladies and gentlemen. On behalf of the Board of Directors, and on my own behalf, welcome and thank you for attending the 2025 Annual Shareholders Meeting of Neinor Homes. As usual, the general meeting will be attended by Ms. Raquel Ruiz-Torres, who is a notary public of the Basque Country Notary Association. She has been requested by the Board of Directors to notarize the minutes of the meeting in accordance with Article 203 of the Spanish Companies Act and related provisions. I will ask the notary to introduce herself. I now give the floor to the Board Secretary.

Borja García-Egotxeaga
CEO, Neinor Homes

Thank you, Chair, and good morning to everyone. In accordance with the company's bylaws, the presiding committee of the Annual Shareholders Meeting of Neinor Homes is constituted.

It is composed of the Chair of the Board of Directors, the other members of this board, the Secretary who is not a member of the board, and the notary public. Physically present in this meeting are the Chairman, Mr. Borja Garcia-Egotxeaga, the notary, and myself. The rest of the board members are not in this room. However, they have joined us remotely thanks to the live streaming on the company's website. In accordance with Articles 26 of the bylaws and 18 of the meeting regulations, the person acting as the Chair of the meeting is the Chair of the Board of Directors. That is, Mr. Ricardo Martí Fluxà. The person acting as the Secretary of this general meeting is the Secretary of the Board of Directors. That's myself. Thank you, Secretary.

In order to conduct the meeting in a smooth and orderly manner, once the notice of the meeting has been given and the requirements for provisional constitution have been met, the company's CEO, Mr. Borja Garcia-Egotxeaga, will explain the main actions and events from a business perspective. I will then say a few words about Neinor Homes' progress in corporate governance. Then, once the final quartering has been reported, we will open the floor for interventions by shareholders. We will try to answer any questions you may have. In accordance with the regulations of the company's annual shareholders, shareholders who wish to take the floor and, if applicable, request information or clarifications on any items on the agenda.

The public information provided by the company to the CNMV, the National Securities Market Commission, since the last annual shareholders meeting, or the auditor's report, or who just wish to make a proposal, they may now address the notary, stating their full name and the number of shares they own or represent. If a shareholder wishes their intervention to be literally recorded in the minutes of the meeting, they must deliver it in writing in advance from this moment forwards to the notary so that she may collate it during the intervention. In order to streamline the meeting, I kindly ask you to provide the content of such information, clarifications, or questions to the person seating at the table of the notary. In this way, they can prepare as much as possible the data or information requested.

Shareholders are reminded that in accordance with the provisions of the Spanish Companies Act, the right to information in this meeting shall only cover questions or requests for information or clarification on the following. First, the items on the agenda. Secondly, publicly available information provided by the company to the CNMV since the last general shareholders meeting. Thirdly, the auditor's report. Let me also inform you that from now on, in order to expedite this meeting, you may cast your vote against, your blank vote, or your abstention to the resolutions proposed by the Board of Directors included in items 1 to 16 of the agenda by approaching the notary, stating your full name and the number of shares you own or represent.

However, as set forth under the regulations of the general meeting, the proposed resolutions will be voted upon after interventions have concluded and responses have been provided. Shareholders wishing to vote in favor of the resolutions proposed by the Board of Directors do not need to go to the voting table, so please remain seated. You will then be instructed on how to vote on any items raised outside of the agenda. This ordinary general shareholders meeting for 2025 is now called to order. The Secretary of the Board of Directors, Ms. Silvia López Jiménez, has the floor.

Silvia López Jiménez
Secretary of the Board of Directors, Neinor Homes

Thank you, Chairman. This general meeting has been duly convened by resolution of the Board of Directors ratified at its meeting held on the 25th of February, 2025, in accordance with the law, the company's bylaws, and the regulations of the general meeting.

The call was published on the 28th of February, 2025, on the company's and the CNMV's websites, as well as in the newspaper, El Mundo. I remind participants that under Article 16.3 of the general meeting regulations, you may not use photographic, video, or recording equipment, mobile telephones, or similar devices. I will now report on the current status of the attendance list. Having drafted a provisional attendance list in computerized form and based on the information provided by the professional services contracted by the company, the provisional quorum is as follows: in person, 34 shareholders holding EUR 623,293 shares, which account for 0.83% of the share capital, represented by a proxy, 66 shareholders holding EUR 60,652,210 shares, which account for 80.90% of the share capital.

Therefore, the total number of shareholders attending the meeting, in person or by proxy, is 100 shareholders holding EUR 61,275,503 shares, representing a par value of EUR 340,079,041.65 and 81.73% of the subscribed share capital with voting rights, amounting, as you know, to EUR 416,076,568.05 divided into 74,968,751 ordinary shares with a par value of EUR 5.55 each. For the purposes of Article 148 of the Spanish Companies Act, it is hereby stated for the record that the company's treasury stock has been computed within the capital for the purposes of calculating the reportes needed for constituting this meeting and adopting resolutions. However, the votes corresponding to such shares cannot be cast since they are suspended together with other non-economic rights attached to those shares in accordance with the provisions of Article 148, Section A of the Spanish Companies Act.

Furthermore, as provided for in Article 26.3 of the regulations of the general shareholders meeting of the company, it shall be noted that shareholders who cast the vote remotely prior to this meeting shall be considered as present for the purposes of the constitution of the meeting. Consequently, the subscribed capital with voting rights is considered present as required by the Spanish Companies Act for the second call to deal with all the items on the agenda without prejudice to the data on the final quorum that the company's organizational services will provide to us as soon as possible. I hereby declare the general shareholders meeting to be validly constituted. I give the floor to the notary. Pursuant to provisions of Article 101.3 of the Commercial Registry Regulations, it is incumbent upon me to put the following question to this meeting.

Does any shareholder wish to express reservations or objections to the statements made during or regarding the provisional number of shareholders in attendance and the capital present? Let us continue. I will now give the floor to the secretary to read the notice of the meeting. As mentioned, Neinor Homes published the notice of the meeting on the 28th of February, 2025, on the company's and the CNMV's website, as well as in the newspaper, El Mundo. Given that the notice of the meeting is very extensive and known to all of you, I propose that it be considered as read unless a shareholder suggests otherwise. If any shareholder wishes to request the reading of the notice, please approach the notary to identify yourself by stating your full name and the number of shares you own or represent for the record.

Considered as read, the notice of meeting expressly mentions the shareholders' right to attain the proposed resolutions to be voted in this meeting, as well as any other required documentation, which have been delivered to those who requested it. In any case, shareholders have been able to consult and receive printed copies of all this documentation, which has also been available on the company's website since this general meeting was called. Therefore, in order to expedite the meeting, we consider this set of documents as read for the purposes of this meeting. The company's CEO, Mr. Borja Garcia-Egotxeaga, has the floor.

Borja García-Egotxeaga
CEO, Neinor Homes

Thank you. Dear shareholders, good morning and thank you for joining us today at this general shareholders meeting of Neinor Homes. Once again, we are broadcasting this meeting publicly to facilitate your participation.

In recent years, we have begun our shareholding meetings by remembering the Ukrainian people, as well as the ongoing conflict between Israel and Palestine. We do so once again. We would like to express our solidarity with all the victims of the horrific atrocities we are witnessing. We sincerely hope that in the coming weeks, we will finally see both conflicts come to an end based on fair agreements and solid foundations. As every year, I would also like to start by thanking and congratulating all the staff at Neinor Homes and its affiliated companies. They have once again demonstrated extraordinary commitment and professionalism. As we anticipated on this very stage 12 months ago, 2024 has proven to be a tremendously important year for Neinor Homes. Once again, we have delivered on all our objectives.

We have exceeded the forecast set in our business plan, and we have completed a major corporate transaction. Thanks to the latter, we have been able to take over the full management of all the assets of residential developer Habitat Inmobiliaria, while also acquiring a 10% stake in its share capital. As always, three major levers have supported us: our operational capacity, our high degree of digitalization and industrialization, and our strict investment and financial discipline. At every step, we have prioritized our commitments to all our stakeholders, be it clients, shareholders, employees, suppliers, or collaborators of every kind, and we have always been guided by financial prudence. With regard to the residential real estate market in Spain, 2024, as you know, was a positive year. As expected, interest rates and the Euribor followed a downward trend, ending the year at 3% and 2.4%, respectively.

As a result, the number of housing transactions in Spain reached around 715,000 units. This represented an annual growth of around 10%, of which only around 100,000 units corresponded to new-built housing. New-built housing prices rose by approximately 6%-8%, while construction costs remained stable with moderate increases of around 2%-3%. As a result of this, and the company's strong operational performance, we comfortably exceeded our targeted margins. Throughout 2024, we continued to execute our 2023-2027 business plan. As you will recall, when we announced the plan, its primary objective was to establish a growth model based on a more efficient use of employed capital, thereby improving the profitability of our business and laying the foundations for a more prosperous and predictable future.

We activated three levers, crystallizing the value of our BTR asset portfolio, leading the distribution of dividends among listed Spanish companies, and attracting third-party capital to invest in specific projects through co-investment models. As you will see shortly, after two years of implementation, we can already state that it has been a resounding success, with results that have far exceeded even the most optimistic market forecasts. In 2024, the housing affordability crisis in Spain became one of the population's top concerns. The growing gap between the construction of new homes and the creation of households in our country was specifically highlighted in a now world-known study, which was published last spring by the Banco de España. This report warned of a housing deficit of more than 650,000 units. Today, there is finally broad social and political consensus in Spain on the urgent and pressing need to build new housing.

In the face of growing concerns about the future competitiveness of the European Union, we must overcome extremely important challenges in the months ahead. As outlined in the Draghi report, among others, it is necessary to reduce administrative bureaucracy and simplify regulatory complexity. All of this is closely linked to the ability of member states to secure greater amounts of fully permitted land for all types of housing: free market, affordable, for sale, for rent, or in flex living formats. Spain must take note of this and urgently promote measures that will provide legal certainty and radically simplify urban planning processes. As we noted last year, Neinor Homes is one of the largest housing providers in the country. We possess unique corporate and operational capabilities and enjoy better access to capital markets than any other residential developer in Spain.

In this context, we will continue to be prudent, but as always, we will be decisive in managing emerging opportunities with the goal of becoming an increasingly solvent and profitable company for our shareholders, while also playing a leading role in addressing Spain's housing shortage. I would like to conclude my introduction by emphasizing once again Neinor Homes' ongoing commitment to environmental, social, and corporate governance. These principles are at the core of our decision-making and business conduct. In 2024, we continue to implement measures to reduce the energy consumption of our buildings and improve the global warming potential of the materials used. We also measure our social impact, and we continue to make progress on good governance recommendations. With that, I will now present our annual results, highlighting the extraordinary performance of our share price. In line with forecasts, during 2024, we delivered more than 2,000 homes.

We achieved an EBITDA of over EUR 100 million and an adjusted net profit of EUR 65 million on a cumulative basis over five years. These figures imply an improvement in closings of 10%. As I just mentioned, we have delivered all over 13,000 homes. We achieved an EBITDA of EUR 756 million and EUR 512 million, respectively. These exceeded our forecasts for the period by 10% and 18%, respectively. These results are mainly due to better operating margins, optimizing our financial and structural costs, and a reduction in taxes, thanks to the tax credits available to the company. We should also highlight that we ended 2024 with very conservative debt, below 16% of the value of our assets.

Finally, I would like to highlight that we entered the year managing one of the strongest land banks in our history, with capacity to develop more than 23,000 homes in the coming years.

Approximately half of those will belong to Neinor, and the rest fall within our growing asset management business line. As we anticipated during the presentation of our business plan, in 2024, we continue to crystallize the value of our BTR buildings. Over the past year, we closed the sale of two rental developments, Alov era Homes and Parla Homes in Madrid. Out of the five-year divestment target set in March 2023, which included the sale of our entire BTR portfolio, valued at the time at EUR 375 million, in 2024, we've reached a transaction volume of EUR 275 million. In terms of the co-investment agreements through which we are bringing new capital into the company, during 2024 and early 2025, we closed deals with Avenue Capital, Bain Capital, and Ameris for our BTS business for a total amount of EUR 685 million.

We've also launched two new business lines: a senior living line with the Octopus Group, with a planned investment of EUR 200 million, and another one with a specific flex living fund from Santander, with which we've already closed an EUR 8 million transaction. If we add the EUR 300 million in agreements reached in 2023 with AXA Orion and Urbanitae, we closed 2024 with an asset management business volume of EUR 1.1 billion and more than 11,000 units under management. Therefore, we are well ahead of our initial target for the five-year period of reaching agreements to raise EUR 500 million. As I said, the goal for this was to launch our asset management business line. Operationally, we have also reinforced the company by incorporating approximately 50 people from Habitat Inmobiliaria. This staff is now fully integrated and operational under our work quality and procedural standards.

Furthermore, our business plan integrates this ambitious asset management business program with the distribution of the most profitable dividends per share in the Spanish listed market, totaling EUR 600 million during the 2023-2027 period. According to plan and based on 2024 results, EUR 200 million in dividends have been distributed, of which EUR 125 million were executed in the first quarter of 2025 as scheduled. Allow me now to highlight the extraordinary performance of our share price. As we stated when we presented our business plan, we were not only pursuing a much more attractive share in terms of dividends, but also committed to demonstrating the company's value. As a consequence, the net asset value discount would be progressively reduced, which is a common drag for listed residential real estate companies in Spain.

If we compare the evolution of this factor over the first two years of the plan, we've gone from trading at nearly a 50% discount on the day we announced the plan, the 28th of March 2023, to trading at NAV by the end of 2024. The foundations of our business are solid, and we are now focused on capital-efficient growth as a main driver of value creation for our shareholders. On the next slide, allow me to remind you of the key messages we shared during the presentation of the 2024 results, and I would also like to highlight the strong outlook for the current year. First, I would like to highlight the macroeconomic performance of Spain, which has been significantly better than expected in terms of economic growth, as you know. For the third consecutive year, growth forecasts fell well short.

At the start of the year, expectations were around 1.4% GDP growth, and the year closed with an increase of 3.2%. For 2025, initial forecasts were better than for 2024, with an expected growth of 2.3%. As of today, the OECD estimate lies at around 2.6%. We will see how the year ends. In the meantime, Spain will continue to create jobs, benefiting from a strong private sector. The number of employed people in Spain increased by 470,000 last year, and for the first time, our population surpassed 49 million, which are very relevant data for our sector. As important are the interest rates, which determine mortgage conditions, which, as you know, are used in around half of all home purchases in Spain. The forecast for 2025 is for rates to continue their downward trend.

However, it is important to know that these forecasts may be affected by inflation trends and geopolitical events, such as the ongoing trade war between major world economies. Nonetheless, we do see a residential market in Spain that is extremely favorable for 2025. New construction is practically built to order, which, with developments only launched once, a very high percentage of pre-sales has been secured, ensuring viability. Reservation cancellations are minimal, historically under 1% for us. The supply of new housing has been clearly insufficient for over a decade. Approximately half the number of homes have been built compared to the formation of new households. Developers and families alike are financially healthy and carry low debt levels.

The banking and financial sectors are in excellent health across the European Union, and especially in Spain, and the demand for housing continues to grow in a market that also lacks capacity to increase significantly rental supply. We will remain cautious, as always, but we do expect the new residential real estate market to remain solid, with moderate price increases likely in line with those seen last year, and stable construction and financial costs. Therefore, we believe that we will be able to meet our sales and margin targets. Additionally, I would also like to highlight that one of the key challenges for 2025 is land acquisition. For this, we plan to invest between EUR 100 million and EUR 200 million of our own capital.

Some of these acquisitions will be made exclusively by Neinor Homes, while others will be made jointly with funds from our co-investors to increase the final investment.

To conclude, I would like to share some closing remarks. 2024 was a very important year for Neinor Homes. We consolidated our asset management business line significantly. We've also strengthened our operational capabilities, and we have met and even exceeded our targets. Now, we see highly favorable conditions and opportunities for 2025. We remain optimistic thanks to the solid fundamentals of the Spanish residential market, our proven track record and capabilities, and an excellent balance sheet. We also believe that in the current housing and capital market context, significant growth and profitability opportunities may arise, and Neinor Homes is well positioned to seize them, thanks to our status as the leading listed residential platform in Spain and our way of working. Year after year, the Neinor Homes team continues to achieve and surpass business goals.

I would like to conclude by reiterating my sincere congratulations to all the people who are part of this great company. We must not forget the role of our Board of Directors, to whom I would like to thank once again for their ongoing support, advice, and guidance. With deep humility, but always aware of our capability, we will continue to work to make Neinor Homes the best developer to work for and to invest in in Spain. Finally, I would like to express my gratitude to you, our shareholders, for the trust you place in Neinor Homes every day. I now give the floor to the Chairman of the Board of Directors, who will report on the current status of the company in terms of corporate governance. Thank you very much.

Ricardo Martí Fluxà
Chairman of the Board of Directors, Neinor Homes

Ladies and gentlemen, as the CEO said, I will now report on the most relevant aspects for corporate governance. In addition to the information that has been made available to all shareholders in the annual corporate governance report for fiscal year 2025, which you can access anytime on the company's and the CNMV's websites, I would like to highlight the fact that the company and the Board of Directors have honored their commitment to comply with the highest standards in corporate governance. In particular, I would like to stress that Neinor Homes complies with almost all recommendations, 90% of the recommendations from the Corporate Governance Code for listed companies that are currently applicable to the company. Of all the recommendations from the Corporate Governance Code for listed companies applicable to the company, only three of them are not complied with or are partially complied with.

Firstly, Neinor Homes has partially complied with the recommendation regarding the presence of female directors on the board, which states that the number of female directors should account for at least 40% of the members of the board of directors by the end of 2022 and beyond. In this regard, in fiscal year 2024, the number of female directors remained below 30% of the total number of members of the board of directors, as there were no vacancies left on the board. However, we have a plan in order to comply with the regulation in this regard, and also to comply with recommendation 15 without compromising other recommendations as to the structure and composition of the board of directors.

The company's board has reiterated its commitment to comply with the good governance code, but always securing the stability of the board in order to sustain its experience and to safeguard its knowledge. The number and diversity, with the exception of gender diversity, has been of the board has been considered appropriate, as shown by the different reports applicable. We have been assessed by external, well-known or renowned experts, as well as by the company's own good governance team. The company will foster diversity in terms of gender and knowledge of the directors, and it will make sure that there are no biases that may lead to any type of discrimination. Therefore, in future appointments, although none are planned in the short term, we will always consider female profiles.

Secondly, there is a recommendation whereby a significant percentage of the variable remuneration of executive directors should be linked to the delivery of shares or financial instruments with reference to their value. In the company's 2020 long-term incentive plan, which finished in 2023, compensation for executive directors based on shares was laid down. In this regard, a significant amount of the Executive Directors' remuneration for the periods in which this plan was enforced is linked to the delivery of company shares. During 2024, part of this remuneration was delivered. However, the management incentive plan 2023-2025, which was approved on the 30th of March 2023 by the Board of Directors following a favorable report from the Appointments and Remuneration Committee, only provides for cash payment of the accrued incentive.

Finally, as for the recommendation that once the shares, options, or financial instruments belonging to remuneration schemes have been assigned, executive directors may not transfer their ownership or exercise the rights attached to them until a period of at least three years has elapsed. The 2020 long-term incentive plan of the company, providing for share-based compensation of the executive director, among others, established an incentive vesting period of three years. At the end of this period, the accrued amount, if any, will be payable on a deferred basis as follows: 50% of the year following the end of the accrual period, 25% in the second year following the end of the accrual period, and the remaining 25% will be payable in the third year following the end of the accrual period.

Once the shares have been received, there is an obligation to maintain the shares received for a period of one year from the date of delivery. Therefore, although the obligation to maintain the shares is one year and not three, when the plan was devised, it was considered that this restriction would be excessive given the long vesting and payment periods. The company's management incentive plan 2023-2025 only provides for the payment in cash of the accrued incentive, which is paid in the fiscal year following its accrual. Consequently, this recommendation is not applicable to the new plan. In view of the above, I am pleased to inform the shareholders of how important good corporate governance is to the company, and I would also like to convey the company's commitment to a system of governance that is based on accountability and ethics.

This is a reason why it voluntarily applies the best national and international practices to ensure that the governing bodies meet the needs of stakeholders in a simultaneous and sustained manner. I now give the floor over to the Secretary, who will inform of the final quorum of this meeting. In person, 34 shareholders holding EUR 623,293 shares, which account for 0.83% of the share capital. Represented by a proxy, 66 shareholders holding EUR 60,652,210 shares, which account for 80.90% of the share capital. Therefore, the total number of shareholders attending the meeting in person or by proxy is 100, holding 61,275,503 shares, representing a par value of EUR 340,079,041.65 and 81.73% of the subscribed share capital with voting rights, which, as you know, amounts to EUR 416,076,568.05 divided into EUR 74,968,751 ordinary shares with a par value of EUR 5.55 each.

For the purposes of Article 148 of the Spanish Companies Act, it is hereby stated for the record that the company's treasury stock has been computed within the capital for the purposes of calculating the quo needed for constituting this meeting and adopting resolutions. However, the votes corresponding to such shares cannot be cast since they are suspended together with other non-economic rights attached to these shares in accordance with the provisions of Article 148, Section A of the Spanish Companies Act. As provided for in Article 26.3 of the Regulations of the General Shareholders Meeting of the Company, it shall be noted that shareholders who have cast their vote remotely prior to this meeting shall be considered as present for the purposes of the constitution of this meeting.

Consequently, the subscribed capital with voting rights is considered present as required, and I declare the General Shareholders Meeting to be validly constituted. I now give the floor to the notary. Pursuant to the provisions of Article 101.3 of the Commercial Registry Regulations, it is incumbent to me to put the following question to the meeting. Does any shareholder wish to express their reservations or objections to the statements made regarding the provisional number or the final number of shareholders and the capital present? Thank you. The final list of attendance will be included in the minutes. If anyone wishes to ask for the floor, I don't see any hands raised, so we may move forward. The secretary has now the floor.

Silvia López Jiménez
Secretary of the Board of Directors, Neinor Homes

In accordance with the general meeting's regulations, it shall be considered that the proposed resolutions relating to items 1 to 16 on the agenda are voted for by all individuals who own or represent the shares present in the meeting, as long as they have not had their voting rights suspended under the Spanish Companies Act, minus the votes corresponding to first the shares whose holders or proxies vote against or blank or abstain by informing the notary public for the record. Secondly, the shares whose holders vote against or blank or abstain by using the remote means of communication. Third, the shares whose holders or proxies have left the meeting prior to the vote on the proposed resolution in question and have had it noted on the record by the notary that they were leaving.

The minutes will therefore contain the votes in favor, votes against, blank votes, and abstentions resulting from proxy votes, remote votes received prior to this meeting, and the votes in favor, against, blank, or abstentions presented to the notary, if any, by the shareholders and proxies attending this meeting in person for each proposed resolution. It has been agreed that if any shareholder wishes to record in the minutes their vote in favor, vote against, blank vote, or abstention for any of the resolutions, they may also contact the notary at the end of the reading, deliberation, and voting of the last proposed resolution. Based on the information that the company's organizational services have, I hereby inform you that the necessary votes in favor have been cast for the approval of all the items on the meeting's agenda.

As every year, and in accordance with the provisions of Article 555 of the Spanish Companies Act, we will publish on the company's website a complete list of the resolutions adopted, showing for each of them the outcome of the vote and the types of vote cast during this general meeting. The meeting regulations enable the Chairman and the meeting to declare the resolutions approved when he knows that the necessary votes in favor have been cast. Nevertheless, it may be noted on the record the type of vote or abstention of the shareholders in attendance who wish to state the way they voted, whatever considered the resolutions approved and as read. The details or the detailed results of the vote and all that transpired at the general meeting shall be generally recorded in the notarial minutes.

Since the minutes of the meetings are notarized, it is not necessary to put them to the vote for approval by the shareholders. The notary will carry out the formalities required by law in these cases, and this concludes this general meeting. I thank you for your participation and declare the meeting adjourned. Have a good day.

Powered by