Good morning, ladies and gentlemen. I am pleased to welcome you once again to Logista's annual general meeting. Thank you for attending this AGM. We trust that the remote voting mechanisms that have been made available, as well as the real-time broadcasting of this AGM, will enable all shareholders who are not present in person to adequately follow the progress of the meeting. We'll start the meeting and I'll give the floor to the AGM secretary.
Thank you very much, Mr. Chairman. In compliance with legal formalities, it is hereby stated that at the company's registered office located at Calle Trigo, 39, Leganés, at 12:00 P.M. on February the 4th, 2026, the annual general meeting of Logista Integral Sociedad Anónima is held on first call as convened by the Board of Directors on the 10th of December, 2025.
The announcement of the call to meeting was published on December the 18th, 2025, on the company's website, www.logista.com, in the newspaper La Razón, and on the website of the CNMV, the National Securities Market Commission, through the relevant disclosure of other relevant information. Additionally, it is stated for the record that the announcement of the meeting, the proposed resolutions, and the documents and reports presented to this AGM have been continuously posted on the company's website from the date of their publication until today. The agenda for the meeting, an extract of which you can see on the screen right now, is included both in the aforementioned announcement of the meeting and on the attendance card in your possession, and therefore, if no shareholder objects, we shall deem the agenda to have been read for all purposes.
It is also stated for the record that no alternative proposals for resolutions on the items already on the agenda have been submitted, nor have any requests for information or clarification been received from shareholders prior to the meeting. The panel of the board is formed by Mr. Luis Isasi Fernández de Bobadilla, acting as chair of the Board of Directors and as chair of the annual general meeting, by myself, María del Mar Oña López, acting as non-executive secretary of the Board of Directors and secretary of the AGM, by Mr. Íñigo Meirás Amusco, acting as CEO, and by the board members, Mr. González, Mrs. Lefèvre, Mr. Massignac, Mr. Massie, Mrs. Paz-Ares, Mrs. Platero, Mrs. Ramsey, Mrs. Reese, and Mr. Stanton.
Also in attendance is Mrs. María Dolores Peña Peña, notary public of Madrid, who has been requested to attend and draw up the minutes of the meeting in accordance with the provisions set out in the Spanish Companies Law .
Finally, it is hereby stated that the company's share capital amounts to EUR 26,550,000 and is represented by 132,750,000 ordinary shares with a par value of EUR 0.20. Since each fully subscribed and paid up all of the same class and series, each share confers the right to one vote at the general meeting except for treasury shares. Next, the secretary will provide you with the attendance quorum data for the meeting. The summary of the list of attendees that provides the legal and statutory quorum required to hold this AGM is as follows. The shareholders attending in person are 135, holding 67,506,965 shares that account for 50.85% of the company's share capital.
The shareholders attending by proxy are 680, holding EUR 34,293,999 shares, accounting for 25.83% of the company's share capital. In total, this AGM is attended by 815 shareholders, holding 101,800,964 shares, accounting for 76.69% of the company's share capital. It is also hereby stated for the appropriate purposes that among the shares in attendance, the 729,329 Treasury Shares of the company itself have been counted, taken into account, which are to be counted in for the purposes of calculating the attendance quorum in person to the applicable legislation. Quorum data will be published on the company's website at the end of the meeting.
In accordance with Articles 193 and 194 of the Spanish Companies Law pursuant to the company bylaws and the AGM regulations, all the necessary legal requirements are fulfilled to declare this general meeting to be validly convened on first call and to vote on all the items set out in the agenda.
Thank you, Mrs. Secretary. In view of the attendance data, the ordinary annual general meeting of Logista Integral, S.A. is declared to be validly constituted on first call and now give the floor to the notary public.
Thank you very much, Mr. Chairman. I now address the shareholders attending this AGM to ask them if they have any reservations or objections to the statements regarding the number of shareholders or the share capital in attendance. No reservations or objections are conveyed. Thank you very much.
Thank you, Mrs. Notary Public.
Now, the shareholders who may wish to take the floor after my speech and the CEO's report are kindly requested to ask the staff at the back of the room for the form to be filled in for that purpose. After the speeches, questions will be answered as fast as possible, and those that cannot be answered at that time will be replied in writing within seven days in accordance with the provisions of the law and the AGM regulations. Subsequently, the proposed resolutions will be put to the vote. I would like to ask the AGM secretary to give you some instructions about the voting process.
Thank you, Mr. Chairman. The basic rules that govern the voting process are as follows. The resolutions proposed by the Board of Directors shall be voted on first, followed by those proposed by other parties, if any.
If proposals have been made regarding matters that the meeting can resolve without them being on the agenda, they will be put to the vote in the order established by the chair. In such a case, once a proposed resolution has been adopted, all others relating to the same matter that are incompatible with the adopted resolution will be automatically dropped. The voting of the proposals of resolution concerning the matters on the agenda will be done through a negative deduction system. For this purpose, all shares present and represented shall be considered to vote in favor of their proposal, deducting the votes corresponding to shares whose holders or proxies declare that they vote against their proposal or abstain, informing the notary public thereof in writing or verbally. The voting of the proposals of resolution concerning matters not included on the agenda shall be done through a positive deduction system.
For this purpose, all shares present and represented shall be considered to vote against the proposal, deducting the votes corresponding to shares whose holders or proxies declare that they vote in favor of their proposal or abstain, informing the notary public thereof in writing or verbally. I further advise you that should any shareholder leaving the meeting before the voting process starts wish to put that on record, he or she may inform so to the presiding board assistants, and such departure will be recorded for quorum and voting purposes.
Dear shareholders, let me begin with an overall assessment of fiscal year 2025, which, like the two preceding years, unfolded in a complex macroeconomic and geopolitical environment. In the international scenario, political instability and armed conflicts in Europe and the Middle East have prolonged uncertainty.
From an economic standpoint, and despite these challenges, the euro area has shown signs of stabilization. Lower inflation, and a more accommodative monetary policy have supported their recovery. In addition to this complex environment, Logista has also faced challenges specific to the company, particularly those arising from the integration of acquisitions completed in prior years. As a result, fiscal year 2025 put the company's ability to adapt to the test as it navigated this environment with responsibility, discipline, and a long-term perspective. In this challenging context, Logista responded with resolve, enhancing its operational efficiency and maintaining its sustained growth trend. As the Chief Executive Officer, Mr. Meirás, will explain in greater detail later, Logista's financial results for fiscal year 2025 are solid.
Our economic sales rose by 3% year-on-year, reaching EUR 1.809 billion, while net profit amounted to EUR 281 million, down 9% compared to 2024, mainly due to the lower contribution from financial income following the decline in interest rates. Despite 2025 being a complex year, these results reflect the strength of our business model and the commitment of our teams. We shall now highlight some of the matters being submitted for approval at this AGM. The board secretary will provide further details later, but let me give you an overview. These matters reflect the board of directors' commitment to transparency, good governance, sustainability, and shareholder remuneration, which are core pillars supporting our strategy. First, we propose approval of the company's individual and consolidated financial statements for fiscal year 2025, as well as a sustainability report.
This report is the first report prepared by the company in accordance with the CSRD directive, the European Sustainability Reporting Standards, ESRS. Furthermore, we also request the approval of a dividend, totally EUR 277 million, the same amount as the previous year, which is equivalent to EUR 2.09 gross per share. Out of this amount, a total of EUR 0.56 gross per share was already paid as an interim dividend on August 28th, 2025. We now propose the approval of a final dividend of EUR 1.53 gross per share to be paid at the end of the month of February. The total proposed dividend represents 99% of the consolidated net profit for the year, therefore reflecting our commitment to shareholder remuneration. If approved, Logista will have paid out nearly EUR 2 billion in dividends since its IPO back in 2014.
As for 2026, our expectation is to maintain a dividend payout at least equivalent to that of this year. We also propose to amend Article 13 of Logista's bylaws, raising the threshold from EUR 1 million- EUR 5 million for capital expenditure, investments, or other financing commitments that require approval by a reinforced majority of 70% of the directors on the board. This change will provide Logista with greater operational agility and managerial autonomy. We also submit for your approval the ratification of the appointment by co-option of Mr. Kevin Massie and Mr. Martin Stanton sitting in the first row, both serve as shareholder-appointed directors representing our shareholder Imperial Brands. In addition, we propose the appointment of Ms. Marcella Panucci, an Italian legal expert with expertise in both the public and private sectors, as an independent director to whom I extend a warm welcome to Logista. Ms.
Panucci replaces our independent director and deputy chair of the board, Mrs. Cristina Garmendia, who has served as an independent director of Logista since its IPO in 2014. That is, for the past 12 years, having reached the maximum tenure permitted for independent directors under the law, Ms. Garmendia is now standing for reelection at this meeting. On my own behalf, on behalf of all members of the board, and on behalf of everyone at Logista, I would like to publicly thank Mrs. Cristina Garmendia for her outstanding contribution to the board and her unwavering commitment to Logista over these 12 years. It has been a tremendous privilege to work with you, dear Cristina. Thank you for all your dedication and service to this board. We shall be greatly you shall be greatly missed.
Following these appointments, Logista continues to maintain gender parity in its board, with 50% female representation and 50% independent directors. Good governance is key at Logista. For this reason, we continue to strengthen the mechanisms that ensure responsible and transparent management. This year, we are presenting for the first time and on a voluntary basis our non-financial reporting statement and sustainability report aligned with the CSRD directive and the European Sustainability Reporting Standards. In doing so, we are following the recommendations of the Spanish National Securities Market Commission, the CNMV, and the Spanish Institute of Accounting and Auditing of Accounts, ICAC, albeit the directive has not yet been transposed into Spanish law. This first sustainability report under CSRD standards reinforces our commitment to transparency and places our non-financial reporting at a European level.
Additionally, we maintain a robust internal control system in place for both financial and non-financial reporting, and in 2025, we intensified sustainability training targeted at the board of directors, the executive committee, and senior management. During this fiscal year, the board has updated the director selection policy to align it with best practices in corporate governance and has revised its skills matrix in line with Logista's transformation in recent years. We have also renewed the certifications attesting to the robustness of our compliance system, ISO 37001 for anti-bribery, ISO 37002 for the whistleblowing channel, and UNE 19601 for criminal compliance. These certifications demonstrate our commitment to integrity, sustainability, transparency, and best practices in corporate governance. We would like to highlight some international accolades that support this commitment.
For the ninth consecutive year, Logista has maintained a leadership rating in CDP with an A-minus score, making it the only European logistics operator to remain at this level for so many years. Sustainalytics has once again recognized us as a company with low ESG risk, placing us among the top 17 performers in the transportation industry. MSCI has ratified our A rating, and EcoVadis has awarded us a silver medal, placing us among the top 9% of companies globally with outstanding performance in environmental employment and human rights criteria. In addition, we scored 48 out of 100 in Standard and Poor's Corporate Sustainability Assessment, or CSA, which evaluates ESG performance of leading global companies, and we continue to be included in the FTSE4Good IBEX index, which recognizes companies with best practices in environmental, social, and corporate governance.
As for climate management, we have renewed the ISO 14064-1 certification for our carbon footprint for the sixth consecutive year, which was timely verified independently by SGS and which validates our emissions reduction. Furthermore, Time and Statista have included us among the 500 most sustainable companies in the world, underscoring the strength and consistency of our business model. I would like to extend a special recognition to Transportes El Mosca, which has been awarded AECOC's first Lean & Green Star after reducing its carbon footprint by 20% between 2019 and 2024. These milestones further strengthen our credibility and sustainability with customers, investors, and stakeholders. In 2025, we made progress towards the attainment of our 2024-2026 sustainability plan targets, with a particular focus on reducing emissions. Decarbonization of transport remains our main challenge, which accounts for 96% of Logista's carbon footprint.
In order to address this, we have raised our target for sustainable kilometers, aiming for approximately 90% of our routes in 2026 to be operated with next-generation lower-impact fleets. In 2025, we already reached 85%, representing over 400 million kilometers traveled with sustainable fleets. We shall continue to promote a rigorous sustainability model based on data, strong governance, and continuous improvement of our operations to reduce our impact and create long-term value. We have also intensified our efforts on diversity, achieving 32% female representation in leadership positions, surpassing our 30% target. And finally, regarding governance, I would like to highlight training on privacy and data protection for our employees following the approval in 2025 of a new data protection policy. This training, which began in Spain, will be extended to the rest of our workforce in other countries.
Diversity and inclusion are key pillars supporting our corporate culture and talent management. In 2025, Logista was awarded the Best Company for All-Talent seal by Equipos y Talento. Additionally, the Financial Times and Statista recognized us in two rankings: Diversity Europe Leader for the fifth year running and Best Employers 2025, where we ranked first in the wholesale sector in Europe and eleventh among Spanish companies. All such accolades reflect the strength of our corporate culture and responsible approach to talent management. We have also reinforced our commitment to inclusion through partnerships with the Real Madrid Foundation, Atlético de Madrid Foundation, Integra Foundation, and ONCE Foundation, among others. Through these initiatives, we endorse the social integration of vulnerable groups, achieving a full percent increase in employees with disabilities at Logista.
All of these years' efforts have shared a common goal: to create value for our customers, employees, shareholders, and society as a whole. On behalf of the board, I would like to express our sincere gratitude for the trust of our customers, the professionalism and dedication of our employees and collaborators, and the support and long-term vision of each and every one of you, our shareholders. It is everyone's effort that drives Logista forward and prepares us to meet future challenges. I now turn the floor to Mr. Íñigo Meirás, Chief Executive Officer, who will present Logista's results for fiscal year 2025 and our outlook for the year ahead.
Thank you very much for your attention. Thank you very much, Mr. Chairman. Good morning, ladies and gentlemen, shareholders. Thank you very much for joining us again.
First of all, as usual, I would like to welcome you to our AGM and thank you for your trust in Logista. I would also like to thank Mrs. Cristina Garmendia, just like the president did. Thank you very much. Many people don't know this, but you are one of the people who convinced me to join this fantastic project. Thank you. Fiscal year 2025 has been undertaken in a clearly complex macroeconomic environment where geopolitical instability and uncertainty and macroeconomic instability have been high. Besides the difficulties and challenges we normally face, to face this situation, we focused on four strategic axes. First, we have secured solid financial results thanks to the great performance of our services, except for long-haul transportation and the courier service, plus the drop in tobacco volumes in France. Secondly, we have continued to reinforce efficiency and operational excellence.
We've optimized processes and implemented measures across our lines of business to improve the efficiency of all our activities. We've particularly paid attention to those actions that will drive the performance of the businesses bought in previous years. And third, we've continued to make progress in sustainability through the execution of the targets set in our sustainability plan 2024-2026. And finally, once again this year, we are again committed to the remuneration of our shareholders. We've maintained a stable dividend payout compared with 2024, and the final distribution is proposed today to the board. Some of these aspects have been mentioned by our chairman. Others will cover in more detail later. As indicated in 2025, and seeking to accelerate the integration of acquisitions in the last few years, we have defined and implemented new initiatives to optimize control and reorganize operations and our organization.
I must highlight that the transportation sector has been a line of business particularly affected across the sector because of the various macroeconomic environments. Given this, we have profoundly reorganized the business. We have renewed the management team to lead its operations. We've defined new processes that drive operational excellence. We have improved the quality of service and made governance more robust. We continue to work on data analytics to favor high-quality, data-driven decision-making. Also, we continue to analyze and consider acquisitions that will make the company grow inorganically. We're actively seeking opportunities that will add differential value, extend our footprint, and complement our service offering in line with our growth and diversification strategy. The innovation and development of new services remain significant pillars of our strategy.
We seek to increase our capabilities, tend to our clients' needs better, and reinforce our position as a reference operator or a benchmark in this sector. I would like to mention some examples that illustrate our commitment to innovation and development. In sea transportation, we have kicked off the first solution in Spain for control temperature groupage or freight consolidation in Spain. It's currently operating between Valencia and the DR in Mexico. Clients can use one part of the container only, maintaining the cold chain from beginning to destination. In parcel, we continue to modernize our operations through AI and advanced technologies. We are starting to use AI solutions to automate the management of key documentation, reducing by 70% the time it takes to capture information. It also improves the quality of information, thus reinforcing regulatory compliance. Nacex has celebrated in 2025 its 30th anniversary.
It's one of the main courier services in Spain and Portugal. Specifically in Portugal, it has reinforced its operational capabilities by modernizing the platform we have in Portugal, in Porto. And in 2025, the new classification technology allows Nacex to manage up to 6,000 shipments per hour. And our pharma division, Logista Pharma, has closed a particularly positive year. And they have hit some milestones also in automation and modernization of their operations, as a new loading and offloading system has been installed in the warehouse in Leganés. And then the transactional services line of business by Logista continues to facilitate the acquisition of the environmental cards for the DGT in the estancos office and has closed agreements with public transportation operators in Burgos, San Vicente del Raspeig, Lleida, or Ávila, among other cities, to promote electrical reloading, charge loading, refill loading.
We've also reached an agreement with Taquilla Mediaset so that eventgoers can buy their tickets to events in the estanco office. Logista Strator has reinforced its technological service offering to digitize the point of sale through two strategic agreements with different Smart Retail suppliers to transform the cash management in stores. In 2025, Strator also announced its expansion into the Canary Islands, a new milestone. Logista Italy has celebrated its 20th anniversary in 2025, 20 years of operational excellence, sustained growth, continuous transformation, and leadership ever since it was created in 2005 following the acquisition of ETI. Over the last 20 years, we have constantly invested in operational efficiency, automation, digitization, sustainability, and modernization of our network. We've consolidated our position as the benchmark in the last-mile distribution in the country.
Regarding sustainability, Logista Italy has just added the first low-impact refrigerated semi-trailers that reduce CO2 emissions per vehicle and year by 7.25 tons. Logista Pharma Italy has reinforced its presence among hospitals through an agreement with Copag to consolidate its role in the distribution of drugs, medical devices, and surgical material to more than 1,200 hospitals. It has increased its footprint with a new warehouse in the Lombardy region. It's 20,000 square meters in the north of the country. Thanks to that, the total warehouse capacity in this sector is 45,000 square meters. Logista France, I would like to highlight the innovations by Strator, a new point-of-sale solution. It integrates in one single digital platform the management and transactions and fidelization tools.
Through the last year, we have reinforced significantly our offering by launching, among other things, Free Telecom, one of the main carriers in France. We've also integrated the Strator terminal into Amazon Hub, and we've included the national lottery transactions through a QR code. We strive to continue to offer more capabilities through Strator to become a benchmark in this sector. All of these initiatives have made our financial results very robust. In 2023, our economic sales amounted to EUR 1.809 billion, 3% more than in 2024, driven by the great performance of our main lines of business in Spain, Portugal, and Italy. If you look at the changes to the stock, this contributed EUR 45 million in profits, greater than the EUR 35 million last year. The net profit is EUR 281 million, 9% below 2024.
This is basically driven to less profit, smaller profit from financial operations due to lower interest rates. Then in Iberia, our main market, eco-sales grew by 3% in 2025, up to EUR 1.181 billion. I would particularly highlight the tobacco segment, as eco-sales have grown by 8% on the back of higher prices, greater added value services, and the growth of related products. In transportation, our eco-sales have hit EUR 732 million. This number, very much in line with that of last year, reflects the macroeconomic impacts that have been particularly adverse and all the complexities linked to the integration I mentioned earlier. Then parcel has shown sustained growth, whereas Nacex has performed very positively both in Spain and Portugal with high single-digit growth.
The pharma business in Spain and Portugal has seen its Eco-sales increase by 10% compared with last year, thanks to new agreements with different labs and extended services with a great performance in the pharmacy channel. In Italy, Eco-sales grew by 8%, up to EUR 434 million, driven by new product categories in the tobacco segment and the greater prices. Also, Logista Italy has consolidated as the service management for manufacturers in the tobacco distribution business in the Netherlands. In the pharma sector, we've grown at double digits, thanks to organic expansions, new contracts, and improved trading conditions. But to be honest, even if it's double-digit growth, it's a small business still. Eco-sales in France diminished by 7% year-on-year, down to EUR 200 million, basically driven by lower volume in tobacco.
However, the convenience store segment has grown in electronic transactions, particularly with the e-money charging cards and the new point of sales in our system, Strator. These results reflect the very solid business and ability to adapt by Logista in a changing and challenging environment and our commitment to efficiency, innovation, and sustained value creation for all. Regarding sustainability and corporate responsibility, as our chairman has mentioned, we've continued to make progress towards our sustainability plan 2024-2026. I would like to share with you some additional indicators that further reflect our commitment in sustainable mobility. We've continued to increase the use of biofuels with 3 million liters used between 2024 and 2025, which has contributed to less emissions through the period. Regarding energy efficiency, 95% of the electricity used in our facilities is sourced from renewable sources.
Regarding the shared economy, close to 33,500 points of sales in Spain, Italy, and France are actively participating in the recycling of new generation products. We're coming close to the target we set for 2026, which was 33,800 points of sales. The rate of recovery and reuse of cardboard in the Tobacconist Network is 71%, which is bringing us closer to our target, 80%. Regarding corporate social responsibility, beyond what I have already mentioned, I would like to highlight our firm commitment with the well-being and safety of our employees. In 2025, we reinforced our management system with the ISO 45001, which has consolidated the prevention culture in our organization.
And finally, regarding governance, beyond renewing certifications, as the ones mentioned by our chairman, we continue to promote training and awareness in regulatory compliance among employees and collaborators by taking actions in code of conduct, privacy, and personal data protection or crime prevention actions. This progress reflects our comprehensive commitment to sustainability, operational excellence, governance, and social responsibility, which are key pillars of our strategy. Regarding our share price, the share price in Logista increased by 7% through the fiscal year. We closed the year at EUR 28.9 per share, and our market cap is at EUR 3.8 billion. In May, our share price peaked at EUR 31 per share. And also, the Logista share price offered a total profitability of 9% to our shareholders, which reflects our solid business model and our commitment to value creation. The share has performed really well since the closing of 2025.
It has appreciated by 8%. Right now, we are hitting our historical highest share price. That's at EUR 31.42 per share right now, which leads our market cap to EUR 3.4 billion. As our chairman has mentioned, we're proposing to this AGM to pay an ordinary supplementary dividend and an extraordinary dividend that in total amount to EUR 203 million, equivalent to EUR 1.53 gross per share. The payment will be made on February 26, 2026. So this amount adds to the interim dividend paid out on August 28, amounting to EUR 74 million. That is EUR 0.56 gross per share. We remain firmly committed to shareholder remuneration. The total remuneration 2025 will increase to EUR 277 million if this AGM so agrees, which represents EUR 2.09 per share, which is the same dividend distributed in 2024.
Finally, I would like to thank all of our shareholders for your trust in Logista. Your support has been essential to successfully navigate 2025, which has been a very demanding year. I would also like to thank sincerely all of our employees for their dedication and professionalism and our clients for the trust they put in us every day. The commitment of employees, clients, and shareholders is essential to continue to move forward with determination. We face the future with optimism and ambition, and we are decided to speed up our growth both organically and inorganically. For that, we have a solid business model, a clear strategy, and a committed team well-prepared to overcome whatever challenge might come. We will continue to promote innovation, sustainability, and efficiency of operations with a firm purpose of creating value for everyone. Thank you.
Ladies and gentlemen, we're going to open the floor to interventions from shareholders who have requested the floor. I would ask all the shareholders who would like to take the floor but have not turned in the form with the questions to the staff at the back to do so now, please. I will now give the floor to the secretary.
Thank you, Mr. President. There is one request to take the floor. The shareholder, Mr. Moreno García, may take the floor.
My name is Abel Moreno García, and I am a shareholder. I hold 1,800 shares, and I represent 650 shares.
If you could please hold the mic closer to your face. Thank you.
Good morning, Mr. Isasi Fernández de Bobadilla, Chairman of the Board. Good morning, my dear directors and shareholders. Since we are presenting the financial statements for 2025, you will allow Mr. Chairman, to make a comment, and I will try to add some questions and thoughts that I gather from the information that you've sent to the authority. First of all, I would like to congratulate you for the results of the financial statements. They're not as good as those of last year, but one might consider that they fit within the parameters required.
Also, we should take into account that last year was truly outstanding. I'm not a speculative investor. I'm a long-term small investor, and I'm definitely looking to this company to perform even better, to continue to offer a recurring dividend that improves over time, hopefully. As I look at the financial statements this year, I see how the business in France continues to drag the final results for a few years. Now, this has been the case.
Do you think this will take a turn for the better over the next few years? Over the last few years, you've also acquired several Logista companies. I'm referring to El Mosca, Carbó Collbatallé, and others. Have you solved the integration of all these companies, or have you come across more problems than you foresaw when you acquired them? Will you continue to make acquisitions, and if so, in what sectors? Because I also see that you're reducing your exposure to tobacco. Will you pay that with debt or with the cash to be generated as it's now done? I ask you, with the loan you had with Imperial Brands Tobacco, your holding company, will financial revenues continue to come in, or they will dwindle just like last year?
And if so, have you calculated how you're going to diminish your expenses this year and what impact it will have on the P&L of this year? And what plan do you have to offset less revenues from that area? One of the strengths in Logista is the way you treat your shareholders. The profitability for the price is among the best in the market for retail investors. And therefore, I urge investors who want a good profitability to invest in this company, and the directors are not paying me to do so. Will you continue with this policy if the profits are maintained, or will the dividend increase? Investors in these very complicated stock exchange situations seek profitability but also growth, and this is reflected in the market caps. Maybe that's what Logista is missing, particularly after last year when we've seen some share prices rally.
However, the Logista share price has maintained at about the same level as last year. Hopefully, this year, it will be Logista's turn to rally, and the market appreciates finally this growth and the acquisitions made in past year. I'm sure the chairman and the CEO have addressed some of these questions already in their remarks. One last thought. I understand that this is not the case of this company, but it normally happens that when a publicly listed company makes some forecasts, sometimes events don't quite follow the forecast, and the markets tend to penalize the share price of such shares. Therefore, I would recommend the two-year or three-year plans that companies create are conservative, and you don't plan goals or targets that are far removed or unattainable. In these cases, the share price tends to take the hit.
You already explained last year that Logista is very close to Leganés, and holding this AGM in a different place will be impossible. However, I would like to ask again. I must insist, and I make the same request I made last year. Once again, my congratulations to the board and to the employees of Logista. Mr. Chairman, I do hope that you've maintained or you've kept your promise from last year, and we can have some coffee. And hopefully, next year, we move on from coffee into a snack. Thank you very much for listening to my remarks. I hope to come again next year and listen to good news just like this year or maybe even a little bit better.
Are there any other comments? Okay, Mr. Abel Moreno García. First of all, thank you very much for your questions and comments.
I also must thank you for your time spent researching this company and its figures with the published materials. Not everybody does that. So thank you very much. Some of the questions have been addressed by the CEO. He has addressed your comment on the share price. And we've hit a record high, as he just said. If I may address the last two points you made, I will then give the floor to the CEO. Your request, just like the last AGM, is duly noted. I know you want the AGM to be held closer to downtown Madrid. However, I must say that it is a lot more efficient and less costly to do it here. We have this beautiful hall available. Also, some of our employees are shareholders, and that's a sign of how much they trust us that cannot afford the luxury of leaving to downtown Madrid.
That would take one hour, then attend the AGM, and come back. Therefore, we think it's better for the company and the shareholders to continue to hold the AGM here. And then regarding your other comment, we've met your demand. You must have seen the coffee maker outside and also the cookies. As per your request last year, I'm afraid we cannot move on from there to a beer or wine because we have a board meeting, and we wouldn't be able to join you. So if you don't mind, we're going to keep to coffee and pastries. And I will now give the floor to Mr. Meirás.
Mr. Abel Moreno, shareholder, thank you very much for sending your questions in advance. You make our lives much easier. And second, you're right on the bullseye.
All of your questions are right on point, and they cover many aspects that are closely monitored by the Board of Directors. So I think you've asked 8 questions, but I will try to be brief since some of the points you've made have been discussed in my presentation earlier. The first question regarding France. Well, the tobacco sector continues to drop significantly. The French government continues to increase the prices on tobacco, the taxes on tobacco. And even though they haven't managed to stop people from smoking, 40% of the market has gone into the illicit market, and that's out of reach for us. Logista cannot play in that market in any case. And our forecast is that the market will continue to dwindle in France, even though the profitability remains good.
Regarding your second question about the integrations, I would love to say yes, but to be honest, we continue to work on that. Integrating companies is quite complex. In this case, we've integrated different companies, more than 1,500 employees in total. So managing them plus more than 2,000 vehicles differently is quite some work. However, we're right on track with our projects, and they will bear fruit sooner rather than later. Regarding your third question, do we contemplate new acquisitions? Yes, without a doubt. We had a first session of the board this morning, and we've considered 2 or 3 potential operations. In what sectors? I'm afraid I cannot disclose that information. Logistics is quite a broad industry, but I cannot show you the cards yet. That would be disclosing our strategy, and that would not help us increase our value but rather kill it.
The second question, how will we pay for that? It depends. As you've seen, all the acquisitions we've undertaken until now are a size that we can comfortably buy with our own equity. However, the board will have to consider, when the time comes, what's the best debt-to-equity ratio or strategy that is best for the company and for our shareholders. We will duly consider that, but it will definitely not have impact on our dividend policy that we're very proud of, and you are proud of as well. The idea, the commitment of this company that we've made public today is to continue to pay out at least 90% of the net profit. Regarding the loan with Imperial, well, our main shareholder, Imperial, we have a lending agreement with them that we think was very advantageous for us.
I understand it's advantageous for them as well, though I don't fully know what their numbers are. The thing is that if the financial or the trading income is falling, it's because it's referenced to the ECB rates. The ECB rates have been lowering the rates for the last 10, 12 months. So Logista has a level of liquidity that is similar through the year, but the lower rates from the ECB have worked against our trading income. This would happen even if they were not our main shareholder. And the dividend, seventh question, I've already addressed that. And your eighth question is, well, it's actually a comment, right, where you've said it's not to be too conservative or let's not oversell. Well, as managers, we always need to manage the risk, the opportunities, and the decisions. That's what you need to do.
Definitely, you need to respond to the market. However, if you do not take on risks, you don't create value for the company.
Thank you very much for your questions. Thank you, Íñigo. Next, the secretary will read the proposals for resolution that will be submitted to the AGM's approval.
In order to expedite the meeting, I inform you that in case of broad majority and unless expressly requested, we should simply state whether each proposal has been adopted or not according to the votes on record, with no need to specify the number of positive votes, negative votes, blank votes, and abstentions. The attendee shareholders who wish to cast a negative vote, a blank vote, or abstain just raise your hand after each proposal is read.
After the voting is over, please come to me to take note of your name, number of shares, and vote for the notary public to include them in the minutes of the meeting. Pursuant to the aforementioned and Article 525 under the Spanish Companies Law, the resolutions adopted by the AGM and the specific voting results will be available as of tomorrow on the company's website in the section 2026 AGM Quorum Voting and Resolutions. Given the items included on the agenda for this meeting and in accordance with the provisions of the law and the company's bylaws, the proposed resolutions require for their approval a simple majority of the votes of the shareholders present or represented with a resolution being adopted with more votes in favor than against. The proposal of item number six, in order to amend the company's bylaws, requires absolute approval.
Insofar as the share capital that is in attendance by proxy or in person exceeds 50%. On the other hand, as for items 4, 5, 6, and 10 of the agenda, I'm not going to read the whole proposal unless requested by the shareholders. Okay, proposal number 1.1, approving the financial statements, including the balance sheet, the income statement, the statement of changes in equity, the statement of cash flows, and the director's report as audited by Ernst & Young, S.L., as well as the director's report, both the individual financial statements of Logista Integral, S.A. corresponding to the period closed on September 30th, 2025. This proposal is approved by 99.72% of the shareholders. So this item is approved according to the company's bylaws.
The proposal number 1.2, approving the statement of the cash flows, the balance sheet, as well as the director's report as audited by Ernst & Young of Logista Integral, S.A. We're talking about the financial statements, and this corresponds to the period closing September 30th, 2025. Support is given by 99.71% of the shareholders attending in person or by proxy. So since we have enough votes in favor, this resolution is adopted. Proposal number 2, approving the non-financial reporting statement that is consolidated as well as the sustainability report of Logista Integral that is part of the director's report. We have 99.78% of shareholders attending in person or by proxy in favor. Therefore, this proposal for resolution is adopted. Proposal number 3, approving the management of the board of directors during the period closed on September 30th, 2025.
We have 99.50% of shareholders attending in person or by proxy who cast a positive vote. Therefore, this proposal is adopted according to the company's bylaws. Proposal number four, approving the allocation of profit for the fiscal year closed on September 30th, 2025, according to the proposal put forward by the board at the meeting of November 5th, 2025. Out of a net profit of EUR 267,833,503.91 to dividends to EUR 266,425,960.40, of which the interim account should be a total of EUR 73,464.40. This was approved by the board of directors meeting held on July 16th, 2025, and which was paid in August. The final dividend being a maximum of EUR 192,487,500. That is EUR 1.45 gross per share of the company. As for voluntary reserves , EUR 1,407,543.51. The ordinary final dividend shall be paid on February 26th, 2026, through Banco Santander.
Please take into account that all relevant withholdings will be applied to the gross amounts that have just been mentioned. 99.99% of shareholders attending in person or by proxy cast a positive vote. Therefore, this proposal is adopted according to the company's bylaws. Proposal number five, approving the allocation of an extraordinary dividend charged to free reserves in the amount of EUR 10,628,000. That is to say, EUR 0.08 gross per share.
This dividend will be paid through Banco Santander in cash on February 26th, 2026, together with the final dividend. All this proposal is voted in favor by 100% of the shareholders attending in person or by proxy. Therefore, the resolution is adopted. Proposal number six, approving the amendment of subsection F under Article 13 of the bylaws of Logista Integral in order to increase from EUR 1 million- EUR 5 million the materiality threshold of the favorable vote.
That is to say, 70% of the board members taking into account share capital expenditures. So the votes cast show 99.9% approval by the shareholders attending in person or by proxy. Therefore, this sixth proposal for resolution is approved according to the company's bylaws. The proposals for resolution under item number 7 are to be individually and separately voted according to the proposals and different reports submitted by the Appointments and Remuneration Committee and the board of directors according to the Spanish Companies Laws. The following is proposed. Proposal 7.1, ratifying the appointment by co-option of Mr. Kevin Massie that was carried out on the 16th of July 2025 by the board in order to become effective as of September 1st. He shall become the proprietary board member according to the favorable report issued by the Appointments and Remuneration Committee.
The personal circumstances of this director are included in the relevant registry. Mr. Massie will have the position of proprietary director according to Article 529 under the Spanish Companies Law. He will be representing the majority shareholder. That is to say, Imperial Brands. 98.89% of shareholders attending this AGM cast a positive vote. Therefore, this proposal is adopted according to the company's regulations. Mr. Massie, do you accept this appointment?
And do you declare that you have no incompatibility whatsoever to fulfill that position? Proposal 7.2, ratifying the appointment by co-optation of Mr. Martin Stanton according to the decision of the board of directors on July 16th, 2025, and appointing him as proprietary director given his personal circumstances and also properly registered. Mr. Stanton will also be a proprietary director according to the Spanish Companies Law. He represents the majority shareholder Imperial Brands.
99.04% of shareholders cast a positive vote. Therefore, this proposal is adopted according to the company's regulations. Mr. Stanton, do you accept this appointment? And do you declare that you are not involved in any incompatibility as provided for by law in order to fulfill this tenure? Proposal 7.3, appointing as a director Mrs. Marcella Panucci as independent director following the proposal by the Appointments and Remuneration Committee. And according to the report presented by the Board of Directors, her personal circumstances are also duly recorded. Ms. Panucci will be an independent director according to what is provided for by the law. Votes of 99.72% are positive. Therefore, this resolution is adopted according to the company's bylaws. Ms. Panucci, do you accept this appointment? And do you declare that you are not involved in any incompatibility in order to fulfill this tenure?
Proposal number eight, to approve the new remuneration policy of board members for the 2026-2028 period, which has been made available to the shareholders together with the report by the appointments and remuneration committee. It is expressly stated that this remuneration policy includes a maximum amount that is to be paid to all board members according to the Spanish Companies Law. The votes shown show 99.68% of positive votes. Therefore, this eighth proposal is agreed according to the company's bylaws. Proposal number nine, to approve on a consultative basis the annual report on the remuneration of Logista Integral's board members for the period closed on September 30th, 2025. Support of 98.59% is shown. Therefore, this ninth proposal is also adopted.
And then proposal number 10, to approve the delegation for each and every board member and board secretary and advise, a deputy for them to interpret, complete, redress, carry out, and formalize any of the resolutions that have been adopted. And therefore, 100% of the shareholders cast a positive vote. And therefore, we consider this last proposal for resolution to be approved according to the company's regulations. Dear shareholders, we thus come to the end of this AGM. The notary public will formalize the minutes of this meeting. And she will fulfill any other additional formalities on behalf of the CEO and the secretary, as well as all of the board members. We would like to convey our gratitude for having attended this AGM. Thank you very much. And the meeting is adjourned.
My apologies. There are a number of directives that are about to be released, whereby the EU might be faced by similar problems as the ones that are now being faced by France. Should I repeat the question?
No, I have understood your question. Don't worry.
So could you please give us some color as to the company's performance during Q1 2026, if possible?
Okay, I'm going to ask the chairman to answer the second question. And I will answer the first question. As for Q1 2026, we shall be presenting the company's financial results shortly. So if you bear with us, tomorrow before the markets opening, we shall be disclosing Q1 results. We can't disclose that right now.
Could you just give me some overall information? Because actually, being here in person and having to wait until tomorrow doesn't seem very reasonable.
Well, we have to comply with the law unless you want to come and pay me a visit at the prison next year. I cannot break the law. So let me answer the first question. If right now, in the European Union, there are two directives that are being discussed, one that is more advanced than the other. One is concerned with taxation on tobacco. And the second one has to do with the sale of tobacco products, which is a little bit delayed. We are in an uncertain context. A meeting is scheduled to take place at the end of February by all EU members in order to discuss this. In the best-case scenario or the worst-case scenario, depending on the perspective, we believe that this directive will be publicly disclosed by year-end.
However, there is a draft under the presidency of Cyprus that hosts the presidency of the EU. We expect a new draft to be issued. But we have to wait and see what happens within the next six months when Ireland will take over to become the EU's president. So right now, we are doing what we can in order to avoid being affected by this directive. Next, as for the sale of all kinds of tobacco products, that directive is a little bit more delayed. We believe that no directive should be expected to be approved any earlier than in 2028. There is no clear draft at this point for us to issue any opinion.
We have adjourned the meeting. Therefore, we cannot actually address any more questions, even though we thank both the chair and the CEO for having answered this question. Thank you very much for attending.