Obrascón Huarte Lain, S.A. (BME:OHLA)
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Apr 28, 2026, 1:35 PM CET
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AGM 2023

Jun 30, 2023

José María del Cuvillo Pemán
Secretary of the Board, Obrascón Huarte Lain

Good morning, ladies and gents. We hereby begin this general shareholders meeting, celebrated in the second call, that we carry out fully in a remote format. In this regard, I avail of this introduction to greet everyone who is following us, especially the shareholders who are connected remotely with us today. Next, we're going to proceed to the formalities to establish the general shareholder meeting. The secretary? Thank you, dear President. Good morning. In agreement to the provisions in the social bylaws and regulation of the board, this meeting is celebrated exclusively remotely, as it has been approved by the board of directors.

The company has given the shareholders the possibility of using the delegation, voting, as, and remote assistance procedure, allowing them to participate remotely and vote during celebration of the meeting, in agreement to the rules approved by the board of directors and the established procedure for its functioning, published in the call announcement and the corporate website. Likewise, the general shareholders meeting, as usual, may be followed live and afterwards in a recorded session through the corporate website, www.ohl.es. Presently, here in this room, we have present Mr. Luis Martín Amodio Herrera, the CEO, Mr. José Antonio Fernández Gallar, and myself, José María del Cuvillo Pemán, as secretary of the board. We also have present the Deputy Secretary, Ms. María Fernández, and remotely connected, the rest of the members of the board of directors, Mr. Mauricio Martín Amodio Herrera, Mr. Francisco García Martín, Ms. Reyes Calderón Cuadrado, Ms.

Carmen de Andrés Conde , Mr. César Cañedo-Argüelles Torrejón , Mr. Juan Antonio Santamera Sánchez, and Mr. Luis Fernando Amodio Giombini. Finally, I need to remark that taking the minutes of what happens today and of the votes, will be made by the notary of the Madrid Notary Association, Mr. Jaime Recarte , as a notary public. The general shareholders meeting is rated according to the provisions established in the social bylaws and regulation of the company's board. Announcement of this call for this general shareholders meeting, according to Articles 173, 177, and 516 of the law on corporations, and in Article 14 of our social bylaws, was published in the Corporate Official Bulletin on May 26, 2023.

On May 25th, the call was inserted on the company's website, and its publication has been kept during the whole legal period until the celebration of this meeting. Likewise, on May 25th, in compliance with the provisions of the Securities Market Act, the call of the meeting was communicated to the National Securities Market Commission through the corresponding notification of further relevant information. The text of the call of this general meeting has been available, together with the rest of the documents, on the corporate website and the headquarters of the company, and has been given free of charge to whoever requested it, and it is hereby read. May the secretary please continue with the formalities for the establishing of the meeting.

The celebration of the general meeting is regulated by articles 159 to 203, and 511, based to 527 of the Corporate Law, and also in the case of the company, OHLA, by articles 11 to 19 of the social bylaws and the regulation of the Board. In agreement with these articles, in this general meeting, we'll act as President and Secretary. The people who have these responsibilities in Board of Directors of the company, that is the President of the Board, who is speaking now, myself, Mr. Luis Amodio , and the clerk, Mr. José María del Cuvillo Pemán, as Secretary. Next, the Secretary will inform the assembly of the shares present and represented in this event.

The list of share present and represented in this event, formalized in agreement to provisions of Article 192 of the Corporate Law. The regulation of the meeting and the procedure approved by the board of the directors shows 43 shareholders present, holders of 7,300,000 shares, representing 1.25% of the social capital, and 121 shareholders presented, holders of 185,000,000.7 shares, representing a 31.42% of the social capital, of the share capital. We hereby state that the treasury stock of the company is 706,000 shares, and it has been included to calculate the necessary percentages to establish this meeting, being excluded from the shares with voting rights in agreement to the bylaws and the current law.

The present shareholders who are presented here have a total of 164, and the present shares, plus the ones represented, are a total of 193.1 million shares, equivalent to 32.6% of the share capital quorum, which is legally enough to hold this meeting in the second calling agreement with the corporate law and the corporate bylaws. We hereby attest that in agreement to the provisions of Article 189 of the corporate law, as present in capital, we have qualified all the shareholders that have issued their remote votes. We hereby attest that there are no remote shareholders present.

In agreement with the provisions of Article 21 of the General Shareholders Meeting Regulations, we hereby attest that the members of the Board of Directors have a presentation of 32.2 million shares, property of shareholders, which are out of their respective share groups, representing a 16.7% of quorum. Likewise, the board members of the share groups represented in the board are holders of a total of 153.5 million shares, representing 79.4% on the quorum of this meeting. There are no agreements in the agenda requiring a reinforced quorum, and since the meeting is already in the second call, there is no minimum quorum for the constitution of the board. That's in agreement with the provisions of Article 16 of the Corporate Bylaws and Article 193 of the Corporate Law.

We hereby attest the right of the shareholders to check, if they wish, the list of shares present and represented I've just referred to. It has been justified, at the request of this presidency, the existence of a sufficient quorum to hold this meeting. This presidency needs to declare, and declares, legally and validly established, the ordinary general meeting in the second call to deal with the analysis and approval, if appropriate, of all the items included in the agenda. We give the floor to the Notary Public, Mr. Jaime Recarte, to do the appropriate legal warnings. Thank you, new President. It is my legal obligation to ask the shareholders if there is any reserve or protest regarding the statements of the president and the secretary regarding the number of concurrent shares and the present and representative share capital. If there are any observations, please let us know.

Luis Fernando Martín Amodio Herrera
CEO and President, Obrascón Huarte Lain

Since we don't have remote participants, I hereby attest this. Therefore, from now on, dear shareholders, we now establish the general meeting to deal with the items published in the agenda. Before we get into that, I'd like to ask the Secretary to tell the board about certain relevant agreements that have been adopted by the Board of Directors that have been celebrated today. The Board of Directors, celebrated today, has been informed by the CEO of his intention to resign as the CEO after the celebration of the shareholders meeting, for personal reasons.

José María del Cuvillo Pemán
Secretary of the Board, Obrascón Huarte Lain

In that Board of the Directors, it has been agreed, after doing a favorable report from the Remuneration and Appointments Committee, to reinforce the executive structure of the company by giving delegated powers in favor of the president and the first deputy president. They will both qualify as executive and as CEOs. Mr. Luis Amodio will become the executive president, and in his absence, the first vice president will replace him, Mr. Mauricio Amodio . Due to all the former statements, both board members are not members of the board commissions they belong to. Due to what we've explained, it's been agreed with the favorable report of the Remuneration and Appointment Committee, to appoint the independent board member, Mr. Francisco García, as coordinating official and second vice president of the board.

Finally, with the favorable report of the Appointments and Remuneration Committee, the board has agreed the appointment of Mr. Tomás Ruiz González, as a director with enough powers to daily manage the company. Thank you, dear Secretary. As a first item, in agreement with the remote attendance rules, I hereby declare closed the round of questions. I also declare finished the period to issue the votes regarding proposals about the items in the agenda that may have been done remotely, following the instructions stated on the corporate website until this now.

In agreement to the applicable regulation and published in the call of this meeting, any intervention or request for information, clarification, and proposal of agreements on items that are not in the agenda may be legally suggested during the celebration of the meeting, and will be responded in the Q&A session at the end of the presentations of the president and the CEO, or within the next seven days in writing. On the other hand, the shareholders that have registered in the period given to that, and have stated, through legal procedures applicable, their willingness to speak in the meeting up to now, the president declare the Q&A session finished. They can do that at the end of the presentation by the president and the CEO. The president, questions made orally may be answered in this event or in the next seven days in writing.

As we have said before, there is no one registered for the Q&A session, so apparently, there won't be questions. The interventions are only stated in the minutes when it has been so requested by the shareholder who asks the question. The members of the board of directors, with the president at the head, are meeting here today, our general shareholders meeting, to be accountable for the year 2022, and refer to the highlights of the year. I'd like to begin this intervention by thanking the employees and all of our stakeholders for the support given throughout the last 12 months. That support has been essential to approach the important challenges that have been shown in the year. In 2022, we have faced a global environment of slowdown, but also of great opportunities for our industry.

Development of infrastructures, sustainable and with quality, must be a boost to advance economically, to job creation, and to the progress of society, and also leads to a guarantee of regional presence, social cohesion, and equal opportunities. To promote all that, we have worked at OHLA throughout 2022, and we'll keep doing that in our reference geographies, the U.S.A., Latin America, and Europe. We are a transforming agent. We promote development and the growth of regions where we are present, and we contribute to promote the necessary transition towards a decarbonized economy, in line with the 2030 agenda of the U.N. Ladies and gentlemen, 2022 has been a year that, in general, the company has reached its targets from the operational perspective. Sales have been close to EUR 3.26 billion, with a growth above 70%.

We have reached a record number of contracts out of the last eight years, with nearly EUR 4.3 billion awarded. Our total portfolio has been above EUR 7 billion, the best year since 2015. EBITDA has exceeded the barrier of EUR 110 million for the year 2023. Well, for the year 2023, we'll keep working to reach the financial stability, and from the business perspective, we'll focus on selecting the projects and geographies that will allow us to maximize the spread and profit in each contract. To achieve that, we'll be supported in the great experience and technical ability of our employees, which are our main asset.

The promotion of strategic business lines, construction and concessions, with new awards, thanks to the relevant programs of investment in infrastructures existing in our reference geographies, the USA, Latin America, and Europe. To that, we'll add the reinforcement of our presence in other markets that also have important infrastructure programs. The advancement reached in digital transformation, sustainable mobility, and renewable energy contracts are all of them essential to advance towards a more sustainable business model. As a cross-section axis, the promotion to good governance is an essential factor to attract talent, capital investment, and it is a source of competitiveness for the productive fabric.

All these aspects will support our future growth. It will be reflected in the items we'll approach in the general shareholders' meeting, and will lead us to present, first, the milestones registered in projects; secondly, the progress in good governance and sustainability; and thirdly, the targets for 2023 in sales, EBITDA, and contracts. Fourth, the strategic roadmap of the company in the midterm. Fifth, the results of the company in 2022, and the compliance and meeting of the targets. To finish, we'll approach the agreements that we'll suggest to the shareholders in the general shareholders' meeting. Next, we're going to look at the milestones reached in projects in the year 2022, that you may see on the slides we're going to show. Therefore, first, I'd like to refer to the advancement reached in digital transformation in our infrastructure projects.

This is allowing us to be more competitive and sustainable by using collaborative methodologies that improve construction processes. In this way, we advance towards smarter and more resilient infrastructures. In that regard, I'd like to highlight that our way at OHLA, we're pioneers in the construction sector using BIM, the Building Information Modeling, using this methodology in more than 70 building projects and civil works in the USA, Latin America, and Europe. An example of that is a railway project that we are building in Lund, Arlöv, pioneering in Europe due to the combined use of the BIM and GIS methodology, as well as drones. Secondly, I'd like to highlight as a reference for the company, our more than 100-year experience in hospitals.

As you may know, the aging of the population is one of the most significant social transformations in the Western world throughout the twentieth and twenty-first century. This will mean, amongst other things, an increase of the demand of social infrastructures. OHLA has a track record of nearly 100 years in building hospitals. To that we add, that the company has promoted its portfolio of concessions, and after awards in Chile and Spain, we already have under management 825,000 square meters of hospital assets under concession in America and Europe. Thirdly, I'll focus on our promotion towards a much more sustainable business model.

Luis Fernando Martín Amodio Herrera
CEO and President, Obrascón Huarte Lain

This has led us to increase our portfolio with railway infrastructures portfolio in our reference markets, reducing the impact in the environment, contributing to improve the quality of life of millions of people, and to increase our portfolio with projects of renewable projects all throughout 2022. We add already in 2023, new contracts in this scope. Let me now make a reference to the acknowledgments of the company and awards we have received during 2022. In these images that we're showing you can see, amongst others, the awards in Spain to Centro Canalejas in Madrid, in the United States, the infrastructures of New York and Illinois, and in Latin, the Curicó Hospital. Ladies and gentlemen, dear shareholders, excellency reached by the company in its project is reflected in the awards we have been given, and when using standards of innovation and sustainability.

Precisely about that point, I'd like to highlight that at OHLA, we work for responsible management. We have ethics at the focus, good governance, and respect of protection of human rights and transparency as the major values of the company. We want to be a sustainable business, fostering decarbonization of economy through the fight against climate change, committing for circular economy or protection of biodiversity in our projects. We commit for social progress. We contribute to growth and to the well-being of societies where we are present. We dynamize local economies, and we generate shared value. With regards to good governance, let me say that for this company, this is a priority. The approval of today by shareholders of the appointment as an independent board member, Mrs. Ximena Caraza, that would reinforce our board of directors by increasing the number of independent board members.

Thus, the board would have 10 members, out of which 6 are independent board members. The company advances in line with the good governance recommendations in matters of diversity policy applied to its board, reaching the presence of women at its 30%. In this sense, I would like to highlight that we will continue working in that line. Also, with regards to good governance, I would like to share with all of you a major milestone for this company with the new composition of the board of directors proposed to the shareholders' meeting, it will be the first time in it, at OHLA's story, where the independent board members represent more than 50% of the board of directors. Thus, we feel very proud about the path we're walking in this scope.

Looking to 2023, I can say that OHLA has got the necessary pillars to continue growing with sales at around EUR 3.5 billion, and EBITDA above EUR 125 million, and contracts and hiring above EUR 3.6 billion. These figures will, of course, affected by the disinvestment of the services division. With regards to the main lines of business for 2023, in the construction, we will reinforce new contracts with new projects in the reference geographical areas, and we will analyze the opportunities to expand the presence of our presence in markets where the company is not present today, but that have relevant investment programs for infrastructures.

For concessions, we want to consolidate the portfolio after the awardings we have had in 2022 in Colombia and in Spain, and with the new hirings in 2023 of the Instituto del Cáncer, also in Chile. Let me now go and speak about roadmap, the strategic roadmap for the midterm for the company, with a double objective that we have. From the business side, we're going to be working to improve the operational profitability and the margins of the projects. This will bring a improvement in the cash generation benefit and operational cash. From the balance sheet stance, we will continue with the firm aim of reducing debt. This will have an effect in the improvement of the credit rating, settling financial stability and operational stability, and increasing the financial lines of the working capital.

In order to achieve this, we will support ourselves in the disinvestment plan that the group has. Ladies and gentlemen, this company is walking at a good pace, when reaching its operational and strategic objectives. This is done thanks to the role played by the infrastructures as engine levers on the whole of the company. The sector of infrastructures is one of the most dynamic ones in the economy because it mobilizes great investment volumes. After years of difficulties, we have been able to adapt to ever-changing environments of great uncertainty. New winds bring us to in the infrastructure sectors, this big liquidity in markets, and every year, the number of financial and institutional investors grow in these sectors. Amongst them, pension funds, infrastructures funds, sovereign funds, insurance companies, and all these look for investment opportunities, satisfying their demands of yields, limiting risks.

That's why we're optimistic before the opportunities that we have ahead. We're going to work in a framework of transparency and good governance, with the support from the business side, if coming from the investment programs that exist in the geographical areas of reference, that is Europe, United States, and Latin America. These areas must face major deficits in terms of infrastructures. OHLA has a strong position in all of these areas. More than 100 years of trajectory in Europe, more than 45 years of existence in Latin, and almost 20 years of presence in the United States. The company is ready to tackle each and every one of these challenges, and to face them.

That will be done thanks to your support, the support of our employees and the whole of our groups of interest, whose backup will be essential to be able to work towards growth. Ladies and gentlemen, before giving the floor to Mr. José Antonio Fernández Gallar, so that he gives the detail of the evolution of the company from these operational stance of 2022, I would like to thank him for the work he has done in the last five years. During this period, he has worked strongly with bringing strong results to the business and to the balance of the company. Likewise, let me also thank the management team of OHLA and its employees that have worked hard to bring this great transformation, operation-wise and balance-wise. OHLA is today a renewed company, which is growing.

We still have got major goals to achieve from the stance of reduction of debt and growth of in our businesses. Do not hesitate. We will devote all our efforts to achieve these objectives and to contribute with the highest value to our interest groups. As a final comment in this intervention, I would like that after the exit of the Family Villar Mir exit of the shareholders of OHLA, let me say that on behalf of the board of directors, we want to acknowledge and pay respects to Mr. Juan-Miguel Villar Mir, founder of this group of infrastructures, because of the major work that he has done. Let me now give the floor to the board member, Mr. Antonio Fernández Gallar. After his intervention, the secretary of the board, we will tackle the proposal of agreements expressed by the board of directors.

José Antonio Fernández Gallar
Proprietary Director, Obrascón Huarte Lain

Thank you very much, Mr. President. Good afternoon, everyone. Let me start my intervention at this general shareholders meeting by thanking all of you for following this event remotely. I want to thank the President for his words, thanking the management done by the company during these last five years. President, thank you for your support on behalf of all the employees of the company. Undoubtedly, the achievements we have managed to obtain, and the ones that the company will get in the future, are the fruit of the work done by the team of people that are part of this group of infrastructures, that we must feel proud of being part of. Their talent, effort, and sacrifice have made it possible to transform the company.

Today, we work towards new business models that are more sustainable and collaborative, towards more equitable and resilient societies. In this new environment, infrastructures will have a protagonist role as levers, track, and countercyclical levers of growth, facilitating assets for long-term development. To foster this growth and progress, we will need to tackle the major challenges of the 21st century, amongst which we find the development and the management of talent, the engine to success of any business organization, and climate change and the decarbonization of the economy due to the size of the necessary investments and the urgency to have them done.

As you all know, we face scarcity of human resources in key sectors, such as the one of infrastructures, and this could condition the advance of the productive fabric, and therefore, the economy in general terms. We have to focus our attention in order to face this major challenge. With regards to climate change, we support this, a model of a more sustainable business, as stressed by our president. We are committed to set reduction objectives of our own emissions to become net zero by 2050 in our emissions. Let me now refer to the evolution of the company in 2022, and more specifically, I will give you the results of the exercise and the achieving of the objectives. As Mr. President has said in his intervention, OHLA has finished 2022 with.

major operational results, overcoming our forecast, with in the main economic parameters of the company. We have done so in a year with inflation pressures, the hardening of monetary currency conditions, the war in Ukraine, tensions in the energy sector, and with the evolution of the global activity, economic activity, with a trend towards deceleration. Thanks to work done by the people in these 12 months, we have achieved major goals. Our sales are at EUR 3.257 billion, versus the EUR 3 billion we had set as the objective, so 3.2 versus 3.0. Our EBITDA has reached EUR 114 million, versus EUR 100 million foreseen.

It's the first time in the last five years that we overcome the barrier of EUR 100 million in EBIT, as net result, which reflects the improvement of the business. We have reached our record of contracts in the last years, with almost EUR 4.3 billion awarded. This represents a great advance versus the EUR 3.5 billion we had foreseen of contracts in the year. Our total portfolio is above EUR 7 billion, the best figure since 2015. We have fostered the division of concessions. We add, in the year, two new assets that we managed, the Accesos Norte 2 in Colombia, Bogotá, and the expansion of the Hospital Niño Jesús in Spain, where we're building the parking lot as a concession.

In 2023, we have been awarded the Instituto Nacional del Cáncer in Chile, reinforcing our great experience in the hospital environment. For balance sheet in 2022, we have reduced our leverage up to 3.8 times the EBITDA, including in this last figure, the offer to buy back bonds that we closed in February 2023. Let me now focus on the evolution of the main magnitudes of the group during the last 12 months. Sales are at EUR 3.257 billion. That is an increase of 17.3% more versus 2021. EBITDA closes 2022 at EUR 114.1 million, which is 25.1% more than in 2021.

EBIT totals EUR 45.8 million, almost twofold the EUR 24.5 million we had in 2021. That is an 86.9% more than in 2021. The net result reflects losses of EUR 96.8 million. With regards to the evolution of the different divisions of the business group, from the stance of the P&L account, Construction has reached sales of EUR 2.7 billion, an increase of 21.3% versus the figure we had in 2021. EBITDA of EUR 129.3 million, with an advance of 28.7% versus 2021. This division improves its margin up to 4.8% of sales. Yield, that is higher than the one we had in 2021, which consolidates the trend of improvement started in 2019.

Services, sales grow at 9.1%, reaching EUR 399.3 million, but with a step back in its EBITDA of 27.2%, reaching EUR 11.5 million because of a one-off extraordinary impact. Industry, it finished 2022 with sales totaling EUR 130.6 million. That is 21.1% less than in 2021. This division is under great transformation, is focusing renewable energy projects and presents an improvement in the margins, totaling 3.4% of improvement. In this sense, as highlighted by the president, the contracts awarded in renewables during 2022 are joined by new projects awarded in 2023. From the stance of the balance sheet, and as a summary of 2022, let me highlight the strong reduction of gross financial debt.

Let me now focus on two the pillars of the company: contracts and portfolio. In 2022, contracts in the company represented EUR 4.273 billion, which is 15.6% higher than the figure we had in 2021. This is the highest figure since 2014. On its side, OHLA has closed 2022 with a total portfolio of EUR 7.034 billion, diversified by geographies, types, and projects. This amount of the total portfolio is the best registry since 2015, representing a growth of 21.1% versus 2021. On its side, the portfolio of orders in construction reaches EUR 5.807 billion. That is 21.1% more and a hedging of 25.7 months of sales.

constructs in construction is 16.2% higher than what we had in 2021, totaling EUR 3.576 billion. Among the main projects in the portfolio for construction in 2022, we can find, in the United States, the Maryland light train, known as the Purple Line, one of the biggest railway projects up and running in the country. We can add other sustainable mobility contracts in the metro of New York. In LATAM, let me highlight the construction of the Accesos Norte 2 concession in Colombia, an infrastructure that will benefit almost 8 million inhabitants. Together with this project, let me highlight new hospital contracts in Peru. In Europe, let me mention the railway projects in Spain, the Czech Republic, Sweden, and the singular build construction site in Ireland.

With regards to sustainability, which is essential for our growth and as reflected in the slides that we're seeing in the screen, let me highlight that during 2022, we have reached 75% of the objectives we had foreseen in the plan, sustainability plan, that goes from 2022 to 2024. We have even reached the objectives foreseen for 2023 and 2024.

José María del Cuvillo Pemán
Secretary of the Board, Obrascón Huarte Lain

We have reduced 45% of Scope 1 and 2 emissions in 70 versus our 2017 emissions. We have believed in circularity of waste. Our working sites, 90% of non-dangerous waste was recycled, reused, or valued. 100% of our R&D projects have a positive return to society. In fact, 56% of projects have an impact on the climate change mitigation targets, and 89% in social targets. Currently, 10% of the targets of individual management, of our OHLA management, are linked to ESG metrics, and that percentage is expected to reach 20% in 2024. Regarding our activities, we're working to get aligned with environmental and social targets that have been set internationally. Specifically, in 2022, and within the framework of the most conservative scenario, we may say that 15% of our net amount...

Net business figure, and 80% of capital expenditure, CapEx, are aligned with the mitigation and climate change adaptation targets of the European Union, and the main activities are transport, construction, and energy. However, the growth potential we have in activities that, according to the taxonomy, are sustainable, is high if we take into account the percentage of eligibility that reaches 85% of the net amount of the turnover and 82% of the group's CapEx. I'll next refer to the evolution of the company's EBITDA. On the next slide, you may see the relevant growth of the EBITDA since the year 2018, which reflects the great effort carried out from the operational, management, and projects perspective. Focusing on risk control and developing an active management of the capacity of the guarantee and bonding lines, and focusing the activity in our three geographical areas.

Regarding the evolution of gross debt, as you may see on your screen, we have reduced it consistently since 2018. Regarding the bond debt, I'd like to mention that the company closed the year 2018 with an amount of EUR 894.5 million. In early March 2023, this figure was EUR 423.3 million, representing a decrease of more than 50%, which is very relevant. As you may all know, our commitment with leverage reduction has been, is, and will be firm and decisive to keep advancing towards sustainable growth. To do so, the company has implemented an investment and asset turnover plan for non-asset...

assets, where we have the service division, the CHUM hospital in Canada, where we have a stake of 20%, and our stake of 50% in the Canary Health Center in Madrid. This investment, combined with other actions, will allow us to obtain our target levels for leverage reduction and to keep growing. I'd like to quickly go through the track record of OHLA throughout the 5 years of my mandate, that is, between 2028 and 2022. In that period, we have taken decisions regarding the structural cost reduction. That has been very important. The risk control through the implementation, amongst others, of the contracts committee, the cash flow control, and financial discipline. All that has been reflected in the transformation experienced by the company. In that period, sales have grown by more than 12%.

EBITDA has exceeded EUR 114 million, versus losses of about EUR 500 million. Financial, gross financial debt has been reduced in more than 41%. Leverage being at 3.8x EBITDA versus the record of more than 12 times back in 2018. Contracts have grown by more than 60%. The total portfolio has grown by more than 15%. I'll finish by thanking our dear shareholders for the trust they have given us during these five years, and that they have given me. Today, we submit to the approval of the general shareholders meeting, my renovation for an initial period of four years. I need to announce that if I am finally chosen, I have adopted a firm decision to present my resignation for personal reasons.

After finishing an important, a stage of important changes, I have made the decision to leave the baton to somebody else, so that the company, in a new stage, may complete its transformation and consolidate it by keeping growing. I'd like to finish my intervention by thanking the President. Thank you, Luis, and the Deputy President, thank you, Mauricio, and to the stakeholders that have supported us in this period, and especially to my colleagues in the management team, the board, and all of the employees of this company. I firmly believe that OHLA has the best team, and that the future of the company, if we look at the current market situation and the need of infrastructures in the world, will be a great success. Dear team, I wish you, from the bottom of my heart, the very best.

Thanks to your commitment, your effort, and your sacrifice, we have been able to operate the changes that the company needed in the short term. Thanks so much for your attention. I now give the floor again to the President. Dear José Antonio, thank you so much for these years dedicated with so much effort to the company. Thanks so much for your kind words to the team and the company. Remember, this is and always be your home. This actually, let's proceed with reading the questions and interventions received in legal form and term. Dear President, we hereby attest we have not been receiving requests from the shareholders then remotely, therefore, we may finish the round of questions. Okay.

Luis Fernando Martín Amodio Herrera
CEO and President, Obrascón Huarte Lain

Let's proceed then, to submit to the assembly the proposal of agreements that the board of directors has formulated, and the literal text, in a comprehensive manner, has been given to the Notary Public. Proceeding to read the summary of the agreement and the term that we announce the result of the vote in this sector. Thank you. Today, we suggest 9 agreements, and the comprehensive text has been made available to the shareholders, together with the justification reports in the recommendation of this general shareholders meeting. Out of these 9 items, there are 5 that have the consideration of ordinary agreements. The first 4 regarding the annual accounts and the management of the board during the year 2022, and then agreement 6, consisting of the consultative vote of the report or remuneration of board members during the year 2022.

Apart from these five agreements, the shareholders will also vote separately and independently on the agreement of re-election of Mr. José Antonio Fernández Gallar, as executive board member, the re-election of the independent directors, Carmen de Andrés Conde, César Cañedo-Argüelles Torrejón, and Reyes Calderón Cuadrado, and the appointment as a new independent director of Ximena Caraza Campos. Reaching with this appointment, a percentage, if the shareholders agree, a percentage of 30% in the number of female board members on the total of members of the board of directors.

As an extraordinary agreement, we also suggest in item 7 of the agenda, the approval of a modification in the current compensation policy in place until December 2025, so that among other adjustments, may increase the maximum limit of the amount that may be distributed by the board of directors to all external directors of the company, aligning it to that of comparable companies in the construction sector. This suggestion has the favorable report issued by the Appointments and Remuneration Committee, after assessing with the due advice, the trends and practices in the market. The commission or committee, in this point, has also taken into account the modification of the board regulations. That enables the possibility of the creation of an executive committee and the increased functions and responsibilities of the president of the board.

All that will increase foreseeably, the dedication of board members in a relevant manner that may justify an increase of their compensation. Likewise, in the eighth agreement, we inform about the modifications of the regulation approved by the board of the directors since the last General Shareholders Meeting, specifically Article second and 14 of that regulation. In order to increase the duties and responsibilities of the President of the Board for a better coordination in the work together with the CEO, and the creation of Article 14 bis to foresee the possibility of delegating powers in Executive Committee, as I've mentioned. Finally, the agreement number nine, for the delegation of powers for formalizing agreements that the board may approve. Thank you, dear Secretary. Having finished the period to issue votes on the proposals regarding the items in the agenda, that has been done remotely.

The secretary will next read a brief summary of each agreement and the result of the vote. Sure, dear President. The first agreement is examination and approval, if appropriate, of the individual annual accounts, balance sheet, P&L account, statement of changes in net equity, effect, cash flow statement and report, and management report corresponding to the financial year 2022 of Obrascón Huarte Lain, S.A. and its consolidated group. The agreement suggests is to approve the annual accounts created by the balance sheet, the P&L account, the changes statement in net equity, the cash flow changes, and the report close as of December 31st, 2022, for the company and its consolidated group. Is it approved? There are 190.4 million votes in favor, 404,030 abstentions, and 2.3 million votes against. Therefore, the proposal is approved by a majority.

Second agreement suggested is examination approval, if appropriate, of the non-financial information statement that is part of the consolidated management report corresponding to the year 2022. The proposal of the board is to approve the non-financial information statement consolidated, corresponding to the year closed on December 31st, 2022, that is part of the management report of the consolidated group of Obrascón Huarte Lain, S.A. Is it approved? There are 190.4 million votes in favor. That is 98.5%, and 30,000 votes against, and an abstention, 4,000 votes. Therefore, it is approved as a majority. The third agreement suggests is the examination approval, if appropriate, of the preparation process of the results of the year 2022.

The proposal of the board is to distribute the positive results of the year, amounting to EUR 66.07 million, accompanied to offset negative results from former years. It's being voted on. That's item number three. The result is 190.4 million votes in favor. That's 98.5%. Against, 2.7 million votes, and 4,330 votes in abstention. Therefore, the proposal is approved by a majority. Agreement four, examination approval is appropriate of the management of the board of directors during the year 2022. The proposal of the board is to approve its management regarding the year 2022. Is it approved? Well, there are 189.4 million votes in favor. That's 98.05%.

Against, 3.5 million votes against, and abstention of 4,777 votes in abstention. Therefore, the proposal is approved by a majority. Point 5.1 or item 5.1, the re-election of Mr. Antonio Fernández Gallar. The board, after the report from the Remuneration and Appointments Committee, suggests re-choosing again, Mr. José Antonio Fernández Gallar as the CEO of the company. The appointment is done for 4 years from the time of this agreement, and he will have the consideration of executive counselor, and his CV has been attached, which is an appointment as a board member of the company. It's approved with 189 million in favor. That's 98.05%. 1.5 million votes against, an abstention of 2.8 million votes. Therefore, the proposal is approved by a majority. Right.

Point 5.2, the re-election of Ms. Carmen de Andrés Conde. The board, at the proposal of the Appointments and Remuneration Committee, suggests choosing again or electing again, Carmen de Andrés Conde, as an officer for the company, as a board member, and that position is for 4 years from the time of this agreement. To the proper effects, we hereby state that she will have the consideration of independent advisor. It's been published. We have published her CV as well. We have attached it to the call. It's approved. There are 189 million votes in favor. That's 98.05% of votes in favor, 1.3 million votes against, and 2.4 million votes in abstentions. Therefore, it is approved by a majority. Point 5.3, the re-election of César Cañedo-Argüelles Torrejón.

The board, at the proposal of the Appointments and Remuneration Committee, suggests re-electing César Cañedo-Argüelles Torrejón as a board member of the company. His appointment is made for the period of 4 years from the date of the present agreement. The appropriate facts, we hereby state that he will have the consideration of independent advisor. We have attached to the call of this meeting, his CV. Is it approved? With 181 million votes in favor, that's 94.08%. 9.02 million abstentions were votes against, and the abstention of 4.4 million votes. It is approved by a majority. Item 5.4, the re-election of Reyes Calderón Cuadrado.

The board, at the proposal of the Appointments and Remuneration Committee, suggests re-electing Reyes Calderón Cuadrado as a board member of the company. Her appointment is done for the period of 4 years from the date of the present agreement. To the appropriate effect, we hereby state that she will have the consideration of independent advisor. With the call to this meeting, we have published her CV. Is it approved? With 172 million votes in favor, which is 89.3%. 18.2 million votes against, representing 9.2%, and abstention of 2.4 million votes. Therefore, we approved this appointment by majority. Point 5.5, the appointment of Ximena Caraza Campos. The board, at the proposal of the Appointments and Remuneration Committee, suggests appointing Ximena Caraza Campos as a board member of the company.

Her appointment is done for the strategic period of four years from the date of the present agreement. For the appropriate effect, we hereby state that she will have the consideration of independent advisor. We have published, with the call to this meeting, her CV. There are 189.4 million votes in favor. That's 98.05% votes in favor, 1.35 million votes against, and 2.4 million votes in abstention. Therefore, the proposal is approved by a majority.

José Antonio Fernández Gallar
Proprietary Director, Obrascón Huarte Lain

Agreement number six, consulting voting of the annual report on remunerations of the board members corresponding to the year 2022. The board asked for consulting voting. The annual report issued on the remuneration of board members corresponding to 2022.

Luis Fernando Martín Amodio Herrera
CEO and President, Obrascón Huarte Lain

See 189,043,000 votes in favor, 96.3414%. 6,214,996 votes against. That's 3.473%, and abstentions of 4,609 votes. It's approved by a majority.

José Antonio Fernández Gallar
Proprietary Director, Obrascón Huarte Lain

Agreement number 7, approval of the modification of the remunerations policy for the board members. The board proposes, according to Article 529 novodecies of the Law on Corporations, the modification of remunerations policy for the board members of Obrascón Huarte Lain, S.A., currently in force, by applying it since 2023 until 31st December 2025, including the maximum annual remuneration for the external board members. This proposal has a favorable report from the Appointments and Remuneration Committee. The full text of the proposal to modify the remuneration policy for the board members has been available for the shareholders, together with the rest of documents related to the general shareholders meeting since the date of its call. Is it approved? It is approved by 168 million, 974 votes in favor. 87.471%.

24 million, 128,924 votes against. 12.5257%, and 4,424 votes, abstentions. It's approved by a majority. Finally, we have point number eight, which is report on the changes in the bylaws of the Board of A dministration, approved by the board of directors of the company. The modifications of the bylaws of the board of directors are informed according to the report done by the board of directors put at the disposal of shareholders. 190 million, 435,754 votes in favor, that's 98.525%. 287,724 votes against, and 2 million, 425,728 abstentions. Therefore, it is approved by majority.

Ninth point, the delegation of powers to develop and to raise to public the registration of the previous agreements and to carry out the perceptive deposit of annual accounts at the Mercantile Registry, which consists of delegating into the Board of Directors the powers to complete and correct all the approved agreements, and to allow the president, secretary, and deputy secretary, for any of them to, with all the powers necessary by right, to appear before notary public, to raise to public the agreements approved, and do all the tasks necessary, so it's registered when necessary in the corresponding public registry.

To do the legal deposit of annual accounts at before the Mercantile Registry, and provide, if necessary, all the documents for these ones, requesting the partial redescription pending for the verbal or written qualification in the registering. 190 million votes in favor, 98.525%, 287,724 votes against, and 2,425,728 votes of abstention. It is also approved by a majority. All the agreements requested by these shareholders' meetings are approved. Thank you very much, dear ladies and gentlemen shareholders, for attending this meeting, and thank you for your trust. This session is...

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