Good morning, ladies and gentlemen shareholders. On behalf of the Board of Directors and myself, I welcome you and thank you for attending the 2025 Extraordinary General Shareholders Meeting held by Neinor Homes. As usual, the general meeting we are about to hold will be attended by Ms. Raquel Ruiz Torres, Notary belonging to the Notarial Association of the Basque Country, who has been requested by the Board of Directors to draw up the notarial minutes of the general meeting in accordance with the terms of Article 203 of the Capital Companies Act and related provisions. I would ask the Notary to come forward so that those present may identify her.
Good morning, I'm Raquel Ruiz. I give the floor to the Secretary of the Board.
Thank you very much, Chair, and good morning, everyone.
In accordance with the Articles of Substitution, the Board of the Extraordinary General Meeting of Neinor Homes is hereby constituted, comprised by the Chairman of the Board of Directors, the other members of the Board, the Secretary, who is not a member of the Board, and the Notary. The Chairman, the Chief Executive Officer, the Notary, and myself are physically present at this meeting. The other directors are not physically present in this room, although they are connected remotely, thanks to the live broadcasting being made possible via the company's website. In accordance with Article 26 of the Articles of Substitution and Article 18 of the Board regulations, the Chairman of the Board of Directors, Mr. Ricardo Martí Fluxá, is acting as Chairman of the general meeting. Likewise, the Secretary of the Board of Directors, myself, is acting as Secretary of the general meeting.
Thank you, Madam Secretary.
In order to ensure that this meeting runs smoothly and orderly, we will first confirm that the general meeting has been duly convened and that the requirements for provisional constitution have been met. Once the final quorum has been announced, we will open the floor to shareholders' questions, during which we will answer any queries that they may have. In accordance with the provisions of the company's general meeting regulations, shareholders who wish to speak at the general meeting and, where appropriate, request information or clarification regarding the items on the agenda, the information made available to the public by the company to the CNMV since the last general meeting of shareholders. Regarding the auditor's report, shareholders who wish to make proposals may now contact the notary public, stating their full name and the number of shares they own or represent.
All those attending the meeting remotely are reminded that they have been able to carry out the aforementioned actions through the corresponding platform in accordance with the provisions of the notice of meeting. If shareholders wish their comments to be recorded verbatim in the minutes of the general meeting, they must submit them in writing in advance from this moment onwards to Madam Notary, so that she can check them when they are made. In order to ensure that this meeting runs smoothly, please provide any information, clarifications, or questions to the person at the notary public's table. This will enable them to prepare the data or information requested as fast as possible.
For their part, all those attending the meeting via the telematic platform are reminded that they must have sent their interventions and proposals for agreements or requests for information or clarifications to the company in writing via the remote assistance platform, stating where appropriate in their text or in the intervention their wish for it to be recorded verbatim in minutes. Shareholders are reminded that in accordance with the provision of the Capital Companies Act, only questions or requests for information or clarification of the following matters are covered by the right to information at this general meeting. First, the items on the agenda. Second, publicly available information provided by the company to the CNMV since the last general shareholders' meeting. Third, the auditor's report.
Likewise, in order to expedite the proceedings of this meeting, shareholders physically present at the meeting may cast their vote against, blank, or abstain in relation to the proposed resolutions formulated by the board of directors included in items one to four of the agenda by addressing Ms. Notary's, stating their names, surnames, and the numbers of shares they hold or represent without prejudice to the fact that in accordance with the provisions of the general meeting regulations, the proposed resolutions will be voted once the speeches have been completed and the answers provided. Shareholders who wish to vote in favor of the aforementioned proposals for resolutions formulated by the board of directors do not need to go to the voting table. Please remain seated. This Extraordinary General Meeting of Shareholders for the year 2025 is hereby called to order. The floor is given to Secretary Ms. Silvia López Jiménez.
Thank you very much, Chairman. The general meeting we're about to hold has been duly convened by resolution of the Board of Directors adopted at its meeting on 24 September 2025 in accordance with the provisions of the law, the Articles of Association, and the regulations of the general meetings of the company. The announcement of the meeting was published on 26 September 2025 on the website of the company and the CNMV, as well as the newspaper El Mundo. I would like to remind attendees that in accordance with the provisions of Article 16.3 of the general meeting regulations, they may not use cameras, video cameras, recording devices, mobile phones, or similar devices except to attend this meeting via teleconference. I will now report on the current status and the list of attendees.
The provisional list of attendees has been drawn up using computer software and based on the data provided to us by the professional organization. The provisional quorum is as follows: 23 shareholders holding 580,197 shares, representing 0.64% of the share capital, are present at the meeting either in person or remotely. 73 shareholders are here present, holding 67,881,641 shares, representing 75.46% of the share capital. Consequently, a total of 96 shareholders are present or represented, holding 68,461,838 shares, representing a nominal value of EUR 351,893,847.32 and 76.10% of the share capital with voting rights. As you know, these amounts registered EUR 462,407,255.14 divided in 89,962,501 ordinary shares with a nominal value of €5.14 each.
For the purposes of Article 148 of the Capital Companies Act, it is hereby stated that the company's treasury stock has been included in the capital for the purposes of calculating the quotas required for the constitution and adoption of resolutions at this meeting. However, the votes corresponding to these shares cannot be exercised as they are suspended together with the other political rights attached to the aforementioned shares in accordance with the provisions of Article 148, Section A of the Capital Companies Act. Furthermore, and as provided in Article 26.3 of the company's general meeting regulations, it is hereby stated that the shareholders who have cast their votes remotely prior to this meeting shall be considered present for the purposes of constituting this meeting.
Thank you very much, Secretary. Consequently, the subscribed capital with voting rights is present at the meeting.
On first call, the Capital Companies Act applies to deal with all the matters referred to today without prejudice to the provisional data that the company's organizational services will provide us with as soon as possible. I hereby declare the general meeting duly constituted. I give the floor to the Notary.
In compliance with the provisions of Article 103 of the Commercial Register Regulations, I am required to ask the following question to this meeting: Does any shareholder wish to make a reservation or protest regarding the statements relating to the provisional number of shareholders present and capital present?
Thank you very much. We will now continue, and I give the floor back to the Secretary to read the announcement of the meeting.
As indicated, Neinor Homes published the notice of meeting on 26 September 2025 on the company's and the CNMV's websites, as well as the newspaper El Mundo.
Given that the notice of meeting is very long and known to all of you, I propose that it be deemed to have been read unless any shareholder suggests otherwise. If any shareholder wishes to request that the notice be read, I would ask them to approach the Notary Public to identify themselves by name and the number of shares they own or represent for their record. They are deemed to have been read. The notice of meeting expressly mentions the right of shareholders to obtain the proposed resolutions to be submitted to this meeting and the other mandatory documentation which has been provided to those who have 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 the notice of this general meeting was issued.
Therefore, in order to expedite this meeting, we consider that this set of documents to have been read in all matters necessary for the purposes of this meeting. I will now proceed to the report of the final quorum of this general meeting. I am informed that the final quorum has not been modified. It is exactly the same as the provisional quorum, which is why it was taken as final. Consequently, I declare the quorum to be final and therefore ratify the valid constitution of the Extraordinary General Meeting of Shareholders of Neinor Homes on first call to deal with the items on the agenda. I give the floor to the notary.
In compliance with the provisions of Article 101.3 of the Commercial Register Regulations, I am required to ask the following question again to this meeting: Does any shareholder wish to raise any reservations or objections regarding the statements made regarding the number of shareholders present and the capital present?
The final list of attendees will be included in the minutes of the meeting. If any of the shareholders would like to take the floor, we will be happy to hear from them. I now give the floor to the secretary to organize the interventions, if any. No shareholders have requested to speak, so the meeting may continue. There is an inaudible question from one of the shareholders. I will answer. The review, the question has two parts. I will begin by the end about the dividends.
The forecast we have in the company for paying the dividends in the coming years is going to increase compared to what we had to announce in our business plan. What we announced charged to the results of 2025, 2026, 2027, the company will distribute EUR 500 million. The exact distribution schedule will depend on certain factors related to the takeover bid. When will it be done? How much the volume will be and what the two capital actions will be that the company will be considering at each moment? With regard to dividends, we are sticking to the forecast we announced. With regard to the company's debt subscription, the takeover bid operation, as we explained at the time in the market, involves an investment of EUR 1.25 billion if we purchase 100% of the company. That is the initial forecast.
As we explained, EUR 500 million of that initial forecast will be provided directly by Neinor, and EUR 750 million will be debt. We will now explain how the debt is structured. Over EUR 500 million provided by Neinor part corresponds to its capital contributions and part will come from our own cash flow. Depending on when the takeover bid takes place, the cash flow, as you know, we make almost all our housing deliveries at the end of the year. Therefore, if the takeover bid is brought forward in view of the fact that the takeover bid is brought forward, we may have mechanisms in place to regulate those funds so that we are prepared for the takeover bid. With regard to the debt, those EUR 750 million, what we have done is we created a company. That company, which will be 100% Neinor, is a company that issues the debt.
We are putting the EUR 500 million I just mentioned into that company. This new company is the one that will support it. It will issue bonds for €750 million. Those bonds are fully subscribed by the foreign investment fund, which is the one that is going to buy them. What I mean by that is that Neinor's balance sheet, we are risking €250 million of our capital, and we have to put the money from the capital creation into this company. That is a risk we are taking in this operation. The debt does not appear on Neinor's balance sheet. Therefore, Neinor's debt level as the company remains the same, and we encapsulate the entire operation in this company. How will those €750 million be repaid? We made the takeover bid public.
What we announced was that we had visibility on the cash flows generated by AEDAS Homes itself by €1.7 billion for the next four years. This is the portfolio they have under construction, and the pre-sales book is the reality. What we see is a lot of experience that the pre-sales books in Spain, the reservations we have from our customers are maintained at 100%. Our cancellation rate at AEDAS Homes is less than 1% and is very similar to it's almost cash that we are seeing there. The works that are underway, we have ensured that it's progressing at a good pace. Sales have been made, and therefore, that cash income, the visibility we have over the next two or three years, is sufficient to ensure that all the debt will be settled within the period by that company.
The company will generate extra cash, which will go to Neinor, which will go to Apollo, the dividends of the AEDAS operation, and Neinor's normal dividends will come from our deliveries. There is again an intervention that is inaudible. This is all based on AEDAS delivery capacity. AEDAS Homes is a large company and has the capacity to deliver the... We will try to be very careful in the internal process to ensure that the company continues to operate with the same excellence as it does today. Of course, as I said, the hours are taken away, sales have been made, and the cash flow is practically guaranteed.
Could you please identify yourself for the minutes?
Mario Carmen.
Any further comments? Following the responses provided, the shareholders' turn to speak is concluded. The Secretary has the floor to report on the voting on the proposed resolutions.
In accordance with the company's general meeting regulations, votes in favor of the proposed resolutions related to items one to four of the agenda shall be considered to be those corresponding to all shares present and represented at this meeting, which have not had their voting rights suspended pursuant to the provisions of Article 148 of the Capital Companies Act, minus the votes corresponding to: First, shares whose holders or representatives state that they are voting against, abstaining, or leaving their vote blank by communicating or expressing their vote or abstention to the notary public for inclusion in the minutes. Second, shares whose holders have voted against, cast a blank vote, or expressly stated their abstention through remote means of communication.
Third, shares whose holders or representatives have left the meetings prior to the vote on the proposed resolution in question and have notified the notary public of their departure from the meeting. The minutes shall therefore record the votes in favor, against, blank, and abstentions resulting from proxy votes, remote votes received prior to this meeting, and votes cast via the telematic platform, as well as the votes in favor, against, blank, and abstentions made to the notary public where applicable by shareholders and representatives attending this meeting in person for each proposed resolution.
Taking the above into account, it has been agreed that if any shareholder wishes to have their vote in favor, against, blank, or abstention in relation to any of the resolutions, they may communicate this using the telematic means established at this meeting, or if they wish, they may contact the notary public at the end of the reading, deliberation, and voting of the last proposed resolution if they are attending the general meeting in person. Based on the information available to the company's organizational services, I hereby inform you that the necessary votes in favor have been cast for the approval of all the items of the agenda of this meeting.
As every year, and in accordance with the provisions of Article 525 of the Spanish Companies Act, the complete list of resolutions adopted will be published on the company's website, reflecting for each one the results of the vote taken and the direction of the votes cast during the course of this general meeting. Consequently, insofar as the meeting regulations empower the Chairman of the meeting to declare the resolutions approved when he is aware of the existence of sufficient votes in favor without prejudice to recording in the minutes the direction of the vote or abstention of the shareholders in attendance who so indicate, we hereby proceed to read out the resolutions that have been approved by this general meeting. Therefore, the detailed results of the votes and the other decisions made by the general meeting shall be clearly recorded in the notarial minutes.
As the minutes are notarial, it is not necessary to submit them to the shareholders for approval. The notary will carry out the procedures required by law in such cases. That being all, I hereby conclude this general meeting. I thank you all for your participation and declare the meeting adjourned. Thank you very much.