Good morning, ladies and gentlemen, shareholders. Welcome on behalf of the board of directors and on my own. I would like to thank you for coming to this general meeting of shareholders of Promotora de Informaciones, Sociedad Anónima. I would now like to give the floor to the secretary to report on the details of the notice of the meeting and the quorum for attendance at this meeting.
Thank you very much. Good morning, everyone. The general shareholders meeting we are going to hold has been called as according to Article 4 of the meeting regulations. The notice of the meeting was published on the 28th of May 2026, in the El País newspaper, on the website of the National Securities Market Commission, the CNMV, and on the company's website, in accordance with the provision of Article 5 of the meeting regulations.
The notice announced that the annual general meeting would be held here at the headquarters of the El País newspaper, while also providing for the possibility for shareholders to attend the event remotely in accordance with the terms set out in the notice of the meeting. Consequently, this general meeting is being held in a hybrid format, that is combining the physical and remote attendance of shareholders and their representatives.
In the event of a failure of the systems and services facilitating remote attendance, the general meeting would be suspended for the time necessary to amend the issue, and the meeting would resume immediately after the aforementioned systems and services have been restored. To this end, information regarding the suspension and restoration of the electronic systems and services will be published as soon as possible on the company's website or via the live streaming of the meeting.
Unless anyone says otherwise, I propose that the notice of meeting be deemed to have been read. The general meeting is chaired by the chairman of the board of directors, Mr. Joseph Oughourlian, and with the Secretary of the Board of Directors acting as Secretary in accordance with Article 12 of the Articles of Association. Furthermore, the presiding committee of the general meeting comprises the member of the boards of directors attending this meeting, both in this room or remotely.
The general meeting is attended by the Madrid notary, Mr. Rodrigo Tena Arregui, who has been appointed by the board of directors to draw up a notarial record of the proceedings at the general meeting in accordance with Article 203 of the Capital Companies Act and related provisions. The quorum that I have been provided by the company's organization subject is as follows.
Attending the meeting in person are 18 shareholders who own 167,673,510 shares. That represents 12.428% of the share capital. Represented at the meeting are 81 shareholder who own 885,312,362 shares. That represents 65.620% of the share capital. Therefore, in total at this meeting are either present or voting 99 shareholders who own 1,052,985,842 shares. That represents 78.049% of the share capital.
The attendance quorum therefore is about 50% of the share capital in accordance with Article 13 of the bylaws in relation to Article 194 of the Spanish Capital Companies Act to validly convene the meeting. In accordance with the provisions of Article 17.6 of the rules of procedure of the general meeting, the general meeting is hereby declared to be validly constituted on first call. I now give the floor to the notary in case any shareholder present wishes to raise any objection regarding the valid constitution of the meeting or the details on the attendance list.
I would like to say, are there any reservations or objections regarding the secretary's statements concerning the number of shareholders present, the capital present, or the constitution of the meeting? If any shareholder or representative physically present in the room wishes to raise any objection or protest regarding the valid constitution of the meeting or the attendance list, they may do so now at this time by coming up to this table. Similarly, if any shareholder attending the meeting remotely wishes to register any reservations or objections regarding the valid constitution of the meeting or the details of the attendance list, please could you do so via the button communications to the notary on the remote attendance platform. Thank you very much.
Thank you very much, Mr. Notary. I would now like to give the floor again to the secretary.
Thank you very much, Mr. President. I shall provide some clarifications regarding the voting procedure, as well as the manner in which the shareholders who so wish may address this meeting with an intervention. Once the shareholder speaking time has concluded, we should proceed to the reading and voting on the proposed resolutions related to the items on the agenda. In accordance with Article 20 of the rules of the procedure of the general meeting, the counting of votes of the resolutions proposed by the Board of Directors in relation to each and every item on the agenda shall be carried out using a negative deduction system.
For these purposes, votes in favor shall be deemed to be those corresponding to all shares physically and electronically present and represented at the meeting, plus the affirmative votes cast prior to this meeting by means of remote communication, from which shall be deducted the votes corresponding to shares whose holders or representatives state that they are voting against or they are casting a blank vote or abstaining.
We would like to inform shareholders attending the meeting remotely that if any of them wish to vote against, cast a blank vote, or abstain in relation to any of the proposed resolutions concerning items on the agenda, and has not yet done so via the online attendance platform, they may do so now via that platform, as once the speaking session has ended, the voting will close for shareholders attending the meeting online.
With regard to interventions by shareholders and their representatives, those who are physically present in this room and wish to speak at the meeting must, from this moment onwards, register their intention at the notary's desk, identifying themselves and stating the number of shares they hold and the number of shares they represent at the meeting, as well, where applicable, the item on the agenda to which their speech is related. Speakers who wish to have their remarks recorded verbatim in the minutes must also, firstly, expressly state this to the notary public for their wish to be recorded verbatim in the minutes, and number two, provide the notary public with a copy of the verbatim text of their remarks.
Please note that in accordance with the notice convened the shareholders meeting, any statements, proposed resolutions or requests for information, which in accordance with the Spanish Capital Companies Act, shareholders and representatives attending the meeting remotely intending to make, should have submitted to the company in writing or via the online attendance platform between 9:00 A.M. and 12:00 P.M. today.
Furthermore, in case of remote attendance, if a shareholder or their representative wishes their remarks to be recorded verbatim in the minutes of the meeting, they should have expressly state so in the text of their remarks. Once the list of shareholders wishing to speak has been finalized, following the presentations that will take place thereafter, the Chairman will open the floor for speeches calling on the shareholders in the order determined by the Chairman, provided that they appear duly registered on the list of attendees. We will hear from the Chairman of the Board, the CFO, and the two Executive Directors of the company.
Thank you, Secretary. Once again, good morning, ladies and gentlemen, and welcome to this general shareholders meeting of PRISA 2026. Thank you all for being here, as well as thank you to those of you who are following us over the internet. A year ago, I concluded my address to you, assuring you that PRISA is not a toy, and that the focus of my presidency was on the stability, the business, and the integrity of the company. 13 months on, I stand here before you having fulfilled those promises. Today, PRISA has a sound strategic plan in place with a clear and shared roadmap, and with strong results that demonstrate that the work carried out has been appropriate.
You can see these results, which will be detailed after by the CEOs of PRISA Media and Santillana, and our Chief Financial Officer, that confirm a clear improvement in our key operational and financial indicators in 2025, and so far in 2026. I would like to highlight just a couple of indicators that I considered fundamental. At the end of May, El País had almost 470,000 subscribers, representing a 13% increase on the same month last year.
Subscriptions to Santillana's educational programs stand at nearly 3.9 million, an increase of almost 20%. As you can see, these are spectacular figures, which together with the rest of our operating results, allow us to project that we will close the year with revenue of over EUR 1 billion and an EBITDA margin of between 18% and 19%, and a net debt to EBITDA ratio of less than 3.90 x.
These figures are a tangible reflection of a company that has regained its momentum, strengthened its structure, and is once again growing with equal measures of ambition and prudence. Let me emphasize, this is only the beginning. If there is one thing that characterizes this phase, is that we are not simply managing the momentum of the past, but laying the foundations for the future. It would be irresponsible to tackle that future without acknowledging the complex political and economic and social landscape in which we operate. We live in a world that no longer takes peace or democracy for granted, a world in which geopolitical tensions have intensified, in which the multilateral architecture has weakened, and in which uncertainty is part of everyday life.
We also live in a world in which large technology companies have acquired a capacity for influence that, in some areas, rivals that of states themselves. Platforms that act as intermediaries for information, that condition access to knowledge, and that, to a large extent, shape public discourse. In short, we live in a world that is more unstable, more insecure, and in some respects, more regressive than the one we believed to be firmly established.
It is precisely in this context that PRISA's role takes on its full significance. If there is one thing we need in fragmented, polarized societies inundated with overabundance of information, which is not always accurate, not always responsible, it is education and information. It is structured knowledge and journalism committed to the truth. These are precisely the two activities to which, by vocation and conviction, we dedicate ourselves at the PRISA group.
Santillana and PRISA Media are, moreover, led by Chief Executive Officers who have an extraordinary understanding of their businesses and the world in which we operate, a world that demands certainty and trust from us and asks us to help shape a shared future and a common vision. For this reason, over the past year, we have undertaken far-reaching changes, particularly at PRISA Media.
These changes were necessary, carefully considered, and implemented with agility and rigor. I would like, at this point, to expressly acknowledge the work of Pilar Gil, whose contribution has been key to drive the new era in the management of the division with a strategic and professional approach aligned with the current challenges facing the media sector. Her work has helped to consolidate structures, improve processes, and reinforce a vision that combines editorial ambition with corporate responsibility.
Thanks to these efforts, we are already seeing a clear improvement in PRISA Media's results. There has also been a significant change at Santillana. Since the 1st of January 2026, Alberto Polanco has been the new CEO, succeeding Francisco Cuadrado, whom I would like to sincerely thank for his dedication and his contribution to building Santillana into the educational giant it is today. Alberto is a clear example of how talent is nurtured at PRISA.
He has been with us for 31 years, knows the company like no one else, and his career has been marked by enormous successes, such as his management of operations in demanding markets like Colombia and Mexico. He now faces the challenge of driving a new phase of growth, innovation, and adaptation to the needs, particularly technological ones, of the education system in the countries where we operate.
I am convinced that his experience and his knowledge of the sector will be key to ensuring that Santillana remains a leading player. Ladies and gentlemen, the time has now come to discuss how we are going to face the future, allow me to do so by highlighting what is undoubtedly one of PRISA's greatest strengths, the extraordinary value of its brands. Few companies can legitimately say with evidence that their brands form part of the cultural, civil, and educational heritage of the societies they serve. El País, which is celebrating its 50th anniversary this year, is experiencing a particularly significant moment because of the anniversary itself, of course, and above all, because of the success of that celebration amongst its readers and the extraordinary institutional impact it has had.
Half a century after its foundation, El País remains an undisputed benchmark for journalism in Spanish, both within and beyond our borders, an essential pillar of PRISA's prestige. I am still struck by the readers' response to the 50th anniversary events that took place at the beginning of May. More than 50,000 people attended the festival organized by the newspaper at the Matadero in Madrid over two and a half days. Truly impressive. I'd like to take this opportunity to greet Javier Moreno, who organized this event. Cadena SER, which celebrated its centenary two years ago, is not just a radio station. It is an institution that has accompanied generations of citizens narrating Spain's recent history with rigor, proximity, and credibility. Its leadership cannot be explained solely in terms of staff or audiences, but rather by the trust built up over 100 years.
What can we say about Radio Caracol , LOS40, and the countless radio brands that day after day bring us into the lives of millions of people in both Latin America and Spain. Santillana, for its part, is a leading educational provider across all Latin American countries, serving 30 million students. Its presence, its knowledge of local education systems, and its ability to adapt to technological and educational changes make it a strategic asset, not only for the group, but also for the societies in which we operate. Education, knowledge, and the future go hand in hand in this division in a particularly clear way. On these sound foundations, we have our 2026-2029 strategic plan.
It is not a theoretical plan, but a concrete, realistic, and demanding roadmap designed to strengthen the business, reinforce our brands, accelerate innovation, consolidate our financial position, and to propel PRISA into the future with ambition and prudence. Whilst the previous strategic plan, 2022-2025, helped the group get back on its feet. There are radio fans here. I was saying, if the 2022-2025 plan helped the group to get back on its feet, the one we are presenting to you today, which our Chief Financial Officer will discuss in greater detail, will enable us to establish ourselves at levels of revenue, EBITDA, and cash generation that will make us a truly sustainable company.
As I emphasized at the Capital Markets Day that we held last March, with this plan, we will strengthen the business, drive new revenue streams, and draw on innovation, artificial intelligence, and in-house talent to capitalize on the business opportunities that arise, particularly in Latin America and the Hispanic market in the United States. Allow me to pause for a moment to highlight the tremendous opportunity presented to us by making effective use of the boom in artificial intelligence.
At Santillana, and Alberto will go into more detail on this later, the application of AI to our educational systems opens up some very attractive business opportunities, which we are already working on. Something similar is happening at PRISA Media. The use of AI, always under human supervision, provides us with a very valuable tool for achieving our goal, to offer our readers journalism of the highest quality.
I can assure you that today we are a stronger company and better prepared for growth. We will achieve this with discipline, realism, and great ambition. I do not wish to sidestep an issue that is vital for us, debt, which remains a significant challenge for the group. Fortunately, the refinancing deal we successfully finalized last year enabled us to take a major step forward, to be in a position to draw up a strategic plan such as the one we have just launched, and to look to the future with ambition and optimism. That said, we must bear in mind that financial discipline is and will continue to be an absolute priority. Our debt has fallen by 40%, and we will generate positive cash flow in 2026. For us, financial discipline, as I say, is an absolute priority.
Before I conclude, allow me to express my gratitude to several people. First and foremost, to the group staff, whose talent, commitment, and daily efforts ensure that PRISA remains a leading company. More especially to you, the shareholders, for your constant support, for your trust, even in the most difficult times, and for your conviction that this project deserves to move forward. Ladies and gentlemen, PRISA faces the future from a much stronger position than it did a year ago. We have strengthened our financial stability, improved our operational performance, and enhanced our credibility. We are not resting on our laurels. This is only the beginning. The best is yet to come.
We know the challenges are enormous, that competition is fierce, that the environment will remain uncertain. We also know that we have unique assets, our brands, our talent, our dedication, and our commitment to society. In a world that is becoming increasingly fragmented, PRISA aspires to be a meeting point or re-encounter point, a space where truth and quality education are upheld, a key player in building a future that is better informed, fairer, and more inclusive. That is our mission. That is our commitment to you. Thank you very much. Now I would like to give the floor to our CFO, Javier Ruiz, who is going to explain a little bit more about the details and the figures of what I've just mentioned. Thank you.
Thank you, Chairman. Ladies and gentlemen, shareholders, good morning. It is an honor to address you today at this annual general meeting to share, with the transparency and the rigor required by this meeting, PRISA's financial performance, the key milestones of the 2025 financial year, and above all, the roadmap we're drawing out for the next few years. Allow me to begin by thanking you for your presence and your continued commitment to the company. In a challenging environment such as the current one, the support of our shareholders is not merely a formal gesture. It is a sign of trust that we deeply value and which strengthens our responsibility as managers.
At last year's AGM, we characterized the macroeconomic environment as volatile, uncertain, complex, and ambiguous. Today, we can confirm that this assessment not only remains valid, but it has become even more pronounced. Geopolitical tensions in the Middle East persist. Trade protectionism has intensified, triggering periods of heightened volatility in the financial markets. Monetary policy remains restrictive, and interest rates have risen throughout much of the period. The result is uncertainty that is no longer cyclical but structural. Financial markets react with extreme speed, visibility and economic growth is limited, the margin for strategic error has narrowed significantly. Added to this macroeconomic context are specific challenges for our businesses. Profound changes in news consumption habits, an accelerated transformation of educational models, pressure on advertising expenditure, and greater sensitivity amongst household and public administrations to the economic cycle.
In such a scenario, the primary responsibility of a company like PRISA is to preserve their financial stability, not only to weather adverse events, but also to safeguard the business and above all, its core purpose of contributing to the progress of people and society in where we operate. That is why we also pointed out at last year's AGM, financial stability has not been a reaction to the current uncertainty, but rather the guiding principle of our management over recent years.
In 2025, we have continued to build on this strategy with clear priorities and a rigorous allocation of resources, convinced that only from a solid financial basis is it possible to sustain PRISA's growth and transformation. 2025 has in essence been a year of preparation that enables us to tackle our new 2026-2029 strategic plan on a sound footing. It was a year in which PRISA demonstrated that a sustained focus on financial discipline and on strengthening our businesses generates tangible results.
The group thus closed the financial year with an EBITDA of EUR 163 million, maintaining operational resilience even in the face of significant impact, such as a delay in the public tender for Ensino Médio in Brazil, which is now being recognized in 2026. The year's performance is underpinned by sound business dynamics. A particular note is the growth of Santillana's private sector business, with a significant increase in subscription models, as well as the strong performance of PRISA Media, driven both by improved advertising revenue and the sustained subscriber growth at El País. These trends reinforce the quality and recurring nature of our revenue and reflect progress in adapting our business models.
From a financial perspective, 2025 once again demonstrates the progress made on the roadmap we have been implementing in recent years. Operating cash flow generation grew compared with 2024, as we shall see in more detail in a minute. The total cash flow for the financial year was positive. Furthermore, the debt refinancing undertaking during the year represented a significant milestone, providing greater stability and visibility to our financial structure. Net debt stood at EUR 757 million at the end of the financial year, and we remain committed to reducing it, supported further by a robust liquidity position. Overall, 2025 has not only been a year of resilience in a challenging environment, but a year in which PRISA has continued to move forward with determination, strengthening its financial position, improving the quality of its revenue, and laying the foundations for sustainable long-term growth.
Turning to a detailed analysis of the 2025 financial year. Revenue amounted to EUR 904 million compared to EUR 920 million in 2024. The devaluation of Latin American currencies resulted a reduction in the revenue of EUR 47 million. Furthermore, our revenue performance was affected by the temporary postponement to 2026 of the delivery of the Novo Ensino Médio order in the Brazilian public sector business. Although it performed exceptionally well, 77% of the delivery of this order is recognized in 2026, affecting the year's revenue and results. Furthermore, in 2024, an extraordinary gain of EUR 10 million was recognized following a favorable arbitration award relating to the 2022 dispute, the failed sale of Media Capital to Cofina. Beyond these factors, it's important to emphasize that group's fundamentals still remain sound.
At Santillana, the private sector business, particularly subscription models, continues to perform well, underpinned by the educational quality of our systems. The loyalty of schools, and a clear trend towards the digitalization of the learning process. At PRISA Media, the shift towards a more diversified model that is less reliant on traditional advertising continues to yield results. El País ended the financial year with a double-digit subscriber growth, consolidating its position as a leading Spanish-language media outlet globally, and advertising performed well despite the weakness of the market. The detailed analysis of our group of our business in 2025 will be explained now by Pilar and Alberto, I shall not dwell on this aspect anymore.
The group's EBITDA reached EUR 163 million, reflecting, amongst other factors, the previously mentioned negative exchange rate effects of approximately EUR 30 million, the one-off impact of the Cofina arbitration award, and the temporary delay of the order of the Novo PNLD in the Ensino Médio in Brazil. Furthermore, in 2025, extraordinary costs were recorded in connection with the reorganization of PRISA Media, positioning the company at an ideal turning point to accelerate its growth and to make decisive progress in its transformation. If we analyze the underlying performance, the reality is that PRISA has managed to maintain its operating profitability. The EBITDA margin stood at around 18%, a level that is consistent with companies in our sector and which demonstrates appropriate cost management, as well as growing operational efficiency. These margins are no accident.
They are the result of a constant review of processes and selective investments, always with a clear objective: to ensure the group's long-term profitability. Let us now turn to our results below the operating profit level. One of the most significant aspects of the 2025 financial year has been the performance of the financial result. The financial result improved by 16% year-on-year, driven both by lower interest expenses, which fell by 14% thanks to the fall in interest rates, and by the positive accounting impact of the refinancing agreement, which resulted in improvement of EUR 5 million at the end of the year.
The equity method result deteriorated compared with 2024, primarily due to tax adjustments made at Radiópolis in 2025. Furthermore, tax expense increased in line with higher withholding taxes, rising from the rise in dividend distributions to the cash pooling arrangement from Santillana. Taking all this into account, the reported net profit was EUR 27 million for the 2025 financial year. Our aim is to improve this result, building on operational improvements and strengthening our financial performance.
Beyond the accounting figures, there is one indicator that is key for us, the generation of operating cash flow. In 2025, PRISA generated EUR 58 million in operating cash flow, an increase of 6% compared with the previous financial year. This improvement is underpinned by greater efficiency in working capital management, a rationalization of investments, and the performance of the businesses themselves. As for total cash flow, it was positive at EUR 1 million in 2025, compared with a EUR +88 million in 2024.
It should be noted that in 2025, the costs of the refinancing agreement in May were recorded, as were the proceeds for the capital increase amounted to EUR 40 million, which took place in the first quarter and were used to repay the existing junior debt. These two items total EUR 16 million compared to the EUR 99 million raised from the 2024 convertible bonds. Furthermore, in 2025, there was a lower level of divestments and a judgment against the company relating to DTS transaction prior to it set in 2015 was settled. It's true that total cash flow for the financial year was influenced by the non-recurring events that have already been mentioned, but the underlying message is clear. Total cash flow was positive and PRISA's businesses generate operating cash flow on a recurring basis.
This ability to generate cash is the foundation upon which our entire financial strategy is built. Now, please allow me to focus on the evolution of debt, one of the aspect that arouses the most interest for you. At the end of 2025, the group's net financial debt stood at EUR 757 million. This figure represents a reduction of approximately 18% since 2022. This reduction is the result of a consistent strategy based on business growth, capital injections, and an active balance sheet management. Between 2022 and 2025, PRISA received EUR 207 million in capital injections, a clear demonstration of our shareholders' commitment to the project. The net debt to EBITDA ratio in December 2025 stood at 4.26 x compared with significantly higher levels in previous financial years.
Furthermore, the group remains strong in terms of liquidity, exceeding EUR 218 million and no significant maturity due till 2029, thanks to the refinancing agreement agreed in May 2025. This refinancing, in addition to extending maturity dates, has reduced the weighted average cost compared with the previous refinancing simplified the debt structure into two tranches and resulted in the full repayment of the junior debt, the most expensive tranche of our debt.
Furthermore, our financial commitments were made more flexible, easing the financial ratios and providing greater capacity for local financing in Latin America. Additionally, in response to the pressures arising from interest rate hikes in the second half of 2025 and up to date in 2026, we have entered into interest rate hedges on a notional amount of EUR 600 million, enabling us to hedge against the risk associated with the Euribor, the benchmark interest rate for our debt.
To summarize, the group has continued to step up its efforts to improve its debt profile and financial strength. Will maintain this approach as a priority throughout the timeframe set out in our strategic plan. With regard to our strategic plan, at this year's Capital Markets Day, we presented our medium-term financial strategy to market, and I would like to repeat this today to this general meeting. Our plan has the following key objectives. Average annual revenue growth of over 5%, reaching EUR 1,120 million on a consolidated basis by 2029. EBITDA growth of over 10% per annum, i.e., EUR 240 million in 2029, with a margin of 21%.
Discipline in CapEx set at around 4.5% of revenue, supported by technology and artificial intelligence, and an absolute focus on cash generation with a conversion rate of close to 40% of EBITDA and achieving an operating cash flow of EUR 100 million in 2029. All of this with a key financial objective to reduce the net debt to EBITDA ratio to below 3 x by 2029 without compromising investment or growth. As you have seen, the financial plan is a plan centered on growth, profitability, and financial stability. Allow me now to refer briefly to one of the items on the agenda that we are submitting today for your approval, the proposed share consolidation or counter split. As you know, PRISA shares are currently trading at around EUR 0.30 per share.
This is a price level which, in our view, does not adequately reflect either the size of the company or its ambitions for the future. We are therefore proposing to carry out a counter split at a ratio of 10 existing shares for one new share. This will multiply the unit price of a share by 10, bringing the share price to around EUR 3 per share. Let me emphasize a key point. This is a strictly technical operation, common in the market, which in no way alters the economic value of our shareholders' investment. The number of shares in circulation is reduced, yes, but by exactly the same proportion as the increase in their price. Consequently, the total value of the investment remains unchanged. The counter split is being proposed for two main reasons.
Firstly, to improve the market's perception of the share, bringing its price to more typical levels comparable with those of other companies in the sector. Secondly, to reduce relative volatility, since, in the case of low price shares, small absolute movements can result in large percentage changes. Furthermore, this is a common market practice used by numerous companies as part of their stock market normalization process; it is consistent with the company's recent performance and its financial normalization process. I would not like to conclude these remarks without specifically mentioning PRISA's firm commitment to sustainability. We have been putting this into practice for many years now as a fundamental part of our strategy, guided by the principle that sustainability is demonstrated through actions.
That is why this annual general meeting once again features a sustainability certification, an external recognition that drives us to measure, improve, and to be accountable, which reflects the consistency and responsible management with which we continue to build the company. This responsible approach is precisely one of the foundations underpinning the progress of the company being presented today.
Ladies and gentlemen, shareholders, PRISA is today a more solid and a more disciplined company with a sound financial roadmap. We have moved beyond the recovery phase and now we are in a phase of clear growth. We have leading brands, strong businesses, a more stable financial basis, an ambitious yet achievable plan that will continue to create value. We are ready to face whatever challenges lie ahead because this is an essential business, educational, and journalistic endeavor. Thank you all for your trust and hard work. It is well worth it.
Thank you very much, Javier. Now I will give the floor to the vice chair of the company and the CEO of PRISA Media.
Thank you, Chairman. Good morning, dear shareholders. A year ago, quoting Lydia Cacho, I assured you that I refuse to imagine a world without journalists because it would be a world inhabited by silence and lies. Today, standing at the helm of our 1,800 journalists, I affirm this with even greater conviction. You know as well as I do that the truth exists and that it is important to convey it, because it is only through knowledge that we can make informed and free decisions as business leaders, as journalists, as citizens. If you recall, I also spoke to you about Leila Guerriero and our duty to always tell the stories of others. That is what we have been dedicated to in Spain and the Americas since I was appointed chief executive.
Take, for example, Cadena SER's exclusive report on the errors in the breast cancer screening protocol and the stories of those 2,300 women whose health was put at risk. Or the story of María Eugenia Sampayo Barragán, a baby stolen by the Argentine dictatorship, who told her story exclusively to Leila herself and to the readers of El País. Telling the stories of others, ensuring the truth is known, that is our job. We are carrying it out with conviction, quality, and absolute freedom. Because, as we told you last year, financial stability is our superpower and our guarantee of independence. This is recognized by millions of people around the world who place their trust in us. To deserve that trust, it takes talent, commitment, and high standards.
That is why the first thing I did as chief executive was to undertake a far-reaching reorganization using in-house talent, which drastically improved the company's management and also the work of its editorial teams. It is up to us to produce the best journalism whilst transforming the group and steering it towards a future that is increasingly more social, more audiovisual, and more multi-format. A future in which lies go viral quickly and the public demand trust and clarity. A future that also requires strategy. Drawing up the strategic plan was our next priority. We have strengthened our organization across four verticals: news, sports, music, and lifestyle. We have activated the six levers of transformation that are enabling us to grow with strength and agility.
Trust in our brands, our commitment to the Americas, reaching new audiences, the development of our audiovisual capabilities and the talent of our journalists, digital advertising and data, and diversification. I would like to focus today on what we are achieving in 2026. First, let me briefly review the key figures for the 2025 financial year, our starting point for the strategic plan. You can see them on the slide, but I won't dwell on them. In summary, 2025 was a year of increased profitability, solid progress across key operational indicators, and further momentum in our transformation. Above all, another year of determination and commitment to what defines us, rigorous, high-quality journalism in the most trusted publications and headlines. Now I'd like to turn my attention to the future and what we're building for 2026.
In an environment where the decline in traffic caused by artificial intelligence is a widespread problem, PRISA's media outlets are managing to grow by 13% because in uncertain times, the public look for media with proven credibility. That is why we're growing across all formats. In video, we have seen an increase of over 32% in average views, the highest growth since records began. The future is true for audio. We are averaging over 100 million hours of listening, the best figure ever. We told you in March that we had 182 million followers on social media, and that figure has now reached 200 million, generating 1,600 million views per month. We are growing because people are looking for us and find us in all platforms. Of course, we capitalize on this audience that we know so well.
In mid-February, with a new head of sales, we committed to a local focus on data and effectiveness for advertisers whilst dramatically increasing our ambition and speed. We are growing and gaining market share at a rate above the market average in Spain. In April and May, we led growth in the media advertising market with a 5.9% increase in advertising revenue, EUR 2.6 million more than the previous year. In May, the print media figures we reported to AMI show a growth of 14.8%. In radio, based on I2P market data, we have gained 1.9 percentage points of market share, reaching 40.7%. The same is true in the Americas. In Colombia, for example, we have increased this year's revenue by 15% in local currency. Of course, we continue to work on diversifying our digital revenue, which as of May already accounts for 30% turnover.
We're also making progress in terms of efficiency, for example, in Mexico, where we just completed the consolidation of Radiópolis, integrating teams, eliminating duplication, and introducing new optimization tools. The fact is that at PRISA Media, we are not afraid of change. I'll outline this by following the four verticals that make up the structure of the strategic plan. In the news vertical, we are proud of our exclusive stories and our day-to-day work, of the strengthening of our radio stations in Colombia and Spain, which are consolidating their leadership, of El País and its absolute independence, and above all, of the readers and listeners who now show us their trust and their appreciation of our global approach and our hyperlocal reach. Let me remind you of a quote from the editor-in-chief of El País that we often repeat.
Our job is to make the truth go viral." We haven't changed, and we won't change. Our job has always been, and always will be, to supervise power, to investigate, to uncover the truth, and to publish it, even if it hurts. That is what the public expects of us, and we will deliver on this by reaching 100,000 El País subscribers by 2029, the figure we committed to in our strategic plan. I can say this with certainty because we have just celebrated the newspaper's 50th anniversary by inviting our subscribers to tell us what connects them to us, and they have responded with immense warmth and a great sense of reassurance. We are doing our job well, and our readers know it and appreciate it.
Subscribers from different countries, of different ages, and from different walks of life choose El País every day to stay connected to the world, to the truth, and to a vision of progress. They choose it, they value it, and they are willing to share it with us and with the world. They are even willing to take part in our marketing campaign, as you may have seen over the last few weeks. I'll say it again, what a responsibility and what a privilege it is to lead this company. What a source of pride this is for you too, ladies and gentlemen, our shareholders. More than 56,000 people attended the over 90 events we organized this past May to mark our 50th anniversary.
Nobel laureates, academics, and international philosophers, and above all, our columnists and editors, the voices that report the facts to our readers every day and who have enabled us to end May with over 475,000 subscribers, placing us in the top three for digital audience reach and making us a leader in average daily readership. The same is true for radio. It continues to grow both in terms of live listeners and on-demand listeners.
In Colombia, we have 53.3% share. In Chile, the four most listened to stations belong to PRISA Media. In Spain, our talk show radio station, Cadena SER, ended 2025 with the best figure in 12 years, 4,892,000 listeners. In other words, we are growing whilst upholding the editorial line of both El País and SER to the highest standards. We are growing within a company that believes in and practices independence.
Furthermore, now at last, European regulation is on our side. The EMFA, the European Media Freedom Act, has now come into force, creating a common European framework to safeguard editorial independence, media pluralism, transparency in media ownership, and the protection of journalists from political interference. Pressure is beginning to be felt on the major platforms, thanks to the Digital Services Act, the DSA.
Thanks to that, platforms can no longer operate without oversight. The EU regards the distribution of news as a matter of democratic strategy. As essential as that it is. Our second vertical is sport. We are not waiting for the strategic plan to make tangible progress. We have appointed a managing director for the division and a new director of AS, the leading provider of sports news in Spanish, to make our expansion into the Americas a reality and drive the necessary digital transformation.
We have reached an agreement with Claro Sports that enables us to reach more than 90 million households across the Americas with our audiovisual content. We have launched a powerful audiovisual platform in Colombia, broadcasting 18 hours of live content every day. We have acquired Post United, a community with over 14 million followers and more than 1 million views per month, which is a must-have for Generation Z. We've continued to transform our sports ecosystem with engagement growth of over 100%. Not to mention our coordinated coverage of the World Cup, with over 60 journalists on the ground and 37 hours of live video. Above all, we're committed to transformation. I can already give you some figures. In recent months, we've grown by 61% in impressions, 95% in engagement, and 153% in interactions.
Music is our third vertical. I'd like to remind you that Rosalía chose to premiere her track "Lux" live with us last November at the LOS40 Music Awards in Santander. We sold out in 90 minutes and brought together 14,000 attendees at an event that launched space's most innovative venue, the Roig Arena in Valencia. The momentum behind music events has been steady, including a record turnout for LOS40 Summer Live, which attracted over 300,000 people across 35 cities. We've always balanced the audience experience with the business side of things. To give you a figure, LOS40 Classic '80s Party achieved profit margins of over 66%. We'll soon be announcing new developments in the lifestyle sector.
This vertical brings together more than 1,500 pieces of content a month across all platforms, enabling us to reach diverse audiences eager to enjoy our leisure recommendations, the best, the wellness tips, in-person experiences, and all sorts of plans. Moving on from lifestyle to that conversation that comes up every day in meetings at universities and even within families, artificial intelligence.
We are confident and well-prepared. We have an executive committee to ensure governance and corporate principles. We have already trained a third of our staff. We have developed our own tools, and we are working hand in hand with the leading technology companies. Artificial intelligence is going to help us speed things up and drive progress, but it will certainly never replace us. We are not naive. We will continue to keep a close eye on the big tech companies.
A few weeks ago at the WAN-IFRA Congress in Marseille, the editor of The New York Times, A.G. Sulzberger, gave a powerful speech in which he called to us to defend why journalism matters, to invest in reporting, and to defend the ethical use of artificial intelligence whilst we join forces to continue to defend the value of our work and of democracy. That is exactly what we are doing.
Meanwhile, we're making the most of technology to keep improving the user experience, because we need to reach all citizens more effectively. A couple of months ago, we launched the new version of the SER app, which combines live content, podcast, and video discovery in a young and modern showcase ideal to boost listener numbers. We are serving 540,000 users who visit the app 28 times a month and are spending more and more time with us.
For example, views of reels was increased by 188%. In other words, radio is being watched and listened to live and on-demand for an increasing number of hours. Updates are ongoing across all our brands. For example, the AS app includes personalized newsletters for each football team, and El País app has just revamped its Even greater focus on artificial intelligence and data.
At Santillana, we're committed to continuing to transform and enrich education in the 19 countries where we operate in Latin America. As you know, one of these countries is Venezuela. From here, I would like to repeat our message to support the Venezuelan community and all our collaborators there. The firm commitment underpinned with the Venezuelan public is that we're now trying to offer our best possible help to them, taking into account the dramatic situation that the country has at the moment after the earthquakes that took place last week.
From Santillana, our 55 years of experience and talent to drive the creation of sustainable value and maintain a long-term vision is a firm commitment. This was evident yet again in the 2025 financial year. A year in which the macroeconomic environment was characterized by the following factors. Firstly, GDP growth across the region as a whole was moderate at around 2%. However, in countries such as Brazil and Mexico, our main markets, there was a marked slowdown in economic growth. Meanwhile, inflation in Latin America was more contained than in previous years, but still remained at high levels at around 5.5%.
Interest rates, in turn, followed a very uneven trajectory. While some countries gradually cut their rates, others were forced to maintain or even raise them. In Brazil, the Selic rate reached 15% per annum. As for exchange rates, although currencies were less volatile than in previous years, they remained very weak in line with the situation in 2024. Against this backdrop, the region remained trapped in a cycle of low investment and productivity, and private consumption showed clear signs of slowing down towards the end of the year. It will come as no surprise to you when I say that Latin America is at a decisive moment for the future of its education
A time of major challenges such as the learning gaps, school dropout rates, and improving the quality of education. Of course, education remains key to social mobility and economic development. In this context, artificial intelligence is already a reality in the classroom, although it requires better integration and further teacher training. That is why Santillana has dedicated 2025 to accelerating technological transformation, particularly in artificial intelligence and data analytics, moving from mere experimentation to large-scale implementation. Thanks to this progress, we are promoting more personalized learning, refining the monitoring of academic progress, and making data-driven decisions to anticipate risks and to improve outcomes. At Santillana, we wholeheartedly advocate AI that delivers a higher quality of education. Our vision is clear. Technology does not replace teachers, but rather it reinforces their role, allowing them to focus on support and personalized attention.
That is why in 2025 is a turning point in the consolidation of artificial intelligence and data analytics as the cornerstones of our educational models. It is against this demanding backdrop that we must understand the group's financial results for 2025, which continue the positive trend of recent years, although they have been heavily impacted by currency devaluation in Latin America and by temporary effects arising from a time lag between 2025 and 2026, which I will explain later on. Nevertheless, overall, Santillana has managed to meet the targets set out in a strategic plan that was finalized last year. The results for the 2025 financial year have been affected by a delay in the delivery of the order for the PNLD in the new secondary education materials in our public sector business in Brazil.
This delay, which was due to causes beyond Santillana's control, has meant that most of the financial impact of this public sector order will be recognized in 2026 instead of 2025. Despite this, the Santillana Group's EBITDA for 2025 exceeded EUR 120 million compared with the nearly EUR 125 million in the previous financial year. It is worth noting that the group achieved a growth of 6% at a constant exchange rate.
Furthermore, if we were to adjust for the aforementioned impact of the delay in the delivery of the new PNLD order, Santillana's EBITDA would have achieved estimated growth of 23% at current exchange rates and 32% at constant exchange rates. Focusing on gross operating profit, EBIT stood at EUR 81 million, almost matching the previous year's figures of nearly EUR 83 million, with a significant impact of currency depreciation and growth in constant exchange rates was +9%.
The strong performance of our private sector business with growth and improved margin continues to contribute significantly to this favorable trend in the group's result. We firmly remain committed to the transition towards subscription models. Sales of education systems in 2025 accounted for almost 70% of sales in the private market. At the end of the 2025 financial year, we exceeded 3.5 million subscriptions, representing a growth of 19% compared with the previous financial year. Furthermore, we remain focused on improving the ARPU with price increases, generally outpacing inflation, and also improving the churn rate through specific customer loyalty and upselling schemes, which are contributing considerably to the sustainable growth of this business model.
Furthermore, in countries where the traditional education market still has room for growth, our business continues to perform steadily, and as in previous financial years, we have secured some significant institutional sales, such as the case of Argentina. As regards to public sector business in Brazil, 2025 has been an extraordinary year for the group, with a share of almost 50% of the Brazilian government's PNLD order for the new secondary school textbooks.
This historic milestone has contributed to our financial results both in the year 2025 and 2026. Our public sector sales business through states and prefectures in Brazil has also continued to perform well, in line with our expectations. Finally, it is worth highlighting the strong cash flow performance achieved, despite the significant impact caused by the delay in payments for the new PNLD order, the majority of which were carried forward to 2026.
The Santillana Group achieved operating cash flow of EUR 45 million, an increase of 11% compared with the previous financial year. The cash conversion ratio from EBITDA reached almost 37.5%, an increase of almost five percentage points compared with the 32.5% achieved in the year 2024. That concludes our review of the performance in the 2025 financial year. Now let's talk about what is really important. Let's talk about the future, a future with major challenges for which we are very well prepared. We have the teams, the resources, and the plan needed to take another strategic leap forward and to take the company to the next level whilst remaining true to our purpose to create life opportunities through education.
A few months ago, we presented a strategic plan for up to 2029 to the market, which we can summarize in two interlinked concepts, intelligent heart and a future with value. From our heart, that is from the heart of our business, we envisage a Santillana that will remain at the forefront of the transformation of education. First, with a paradigm shift in our approach. We are moving from the teacher and the school to the educational ecosystem.
Furthermore, with a more technological-driven profile, a greater focus on AI and advanced data models as the basis for greater growth potential and an enhanced ability to optimize costs and investments across our supply chain. Also, with a transformative momentum that feeds back into our organic model, processes, culture, talent in both private and public sectors. And with two revolutionary new education initiatives to drive significant growth as a business.
On the one hand, SUMAN, our cutting-edge program based on AI and real-time data, which offers a more personalized and effective learning experience. This new educational system stems from combining experience, innovation, cutting-edge technology, and the best practices from successful schools. With this project, we aim to reach schools seeking evidence of improvement by empowering head teachers, families, and pupils.
On the other hand, Richmond Pro, which marks our entry into a higher education and language training segment, expanding our reach beyond the traditional K-12 market and opening up new opportunities for global growth. We're thus consolidating a Santillana with greater capacity to create value with significant sales growth underpinned by the resilience of our business and the momentum of our new projects. With a continuous improvement in profitability and cash generation based on a more efficient and technologically advanced Santillana.
Our plan for the next four years sets out ambitious targets that the entire Santillana team will achieve with enthusiasm and success, because by 2029, we envision Santillana achieving a turnover of around EUR 600 million with an EBITDA margin of around 29% and operating cash flow of EUR 75 million. This represents cumulative growth over the plan period of 10% in EBITDA and 13% in cash flow. Of course, we're already working on this. We have launched SUMAN in Colombia, and we will launch it in Brazil by the end of 2026 and in Mexico next year. Meanwhile, Richmond Pro is already a highly significant ELT education offering in markets such as Mexico and Colombia, and we are transforming it into a global solution.
At the same time, our private business continues to grow across all its segments with a notable contribution from subscription models based on education systems where we have now almost reached 4 million subscriptions. As explained earlier, we continue to increase the ARPU and reduce churn rates, which are key drivers to continue to build profitability in a sustainable manner. In the public sector in Brazil, we have completed the delivery of the last year's PNLD new title order. With a historic share of almost 50%, we have distributed more than 67 million copies of our textbooks to secondary school pupils in Brazilian schools. We are already taking the necessary steps to achieve even better results with this year's primary school new title order.
Meanwhile, in recent months, we have made significant progress with our portfolio for educational solutions for states and prefectures in Brazil, which will enable us to continue to evolve and grow. All of this forms part of a process of continuous development and constant improvement, underpinned by AI as a driver of transformation and value creation across all our strategic areas. Its impact extends beyond the education ecosystem.
It also drives secure product development and supply chain management through machine learning models that optimize processes, and they improve efficiency. Our vision of sustainability is reflected in our production of educational resources, our social and vital actions and environmental initiatives, and our appropriate and responsible use of technologies. Of course, we're committed to ethical and secure artificial intelligence underpinned by policies, monitoring committees, and governance process that ensure it remains aligned with our purpose.
In other words, we're taking the necessary steps to ensure the successful implementation of our plan. That concludes my presentation. Ladies and gentlemen, shareholder, I believe I've made it clear we are confident in our project, in our ability to carry it out successfully. 2025 consolidated our leadership in the educational sector in Latin America. It drove innovative initiatives in the field of data and AI and laid the foundations for a new strategic leap with a horizon set for 2029. We're able to do this thanks to the commitment of the nearly 3,700 professionals that make up the Santillana Group, who every single day demonstrate that it's possible to transform society by creating life-changing opportunities for over 30 million students.
I would like to conclude by reminding you that this strategic plan, which we started in this 2026 financial year, will bring extraordinary value to students, families, teachers, and schools, and of course, to you, our valued shareholders. Thank you very much.
Gracias, Alberto. Thank you very much, Alberto. I shall now give the floor to the Secretary who will report on the most significant aspects of the company's corporate governance since the last ordinary general meeting of shareholders, which took place in May 2025, in order to comply with the recommendation three of the CNMV's Code of Good Governance.
Thank you, Chairman. I'm going to report on the most relevant aspects of corporate governance of the company since the holding of the last AGM and on some matters which are submitted to your vote today. Starting with the composition of the board of directors of the company, let me give you a brief introduction on what has happened in the past year and on the proposals that are submitted to the AGM. In the AGM held in May 2025, the number of directors of the board was set at 14. The Executive Director, Gil, was appointed CEO of PRISA Media. In December 2025, the Executive President of Santillana and Executive President of PRISA, Francisco Cuadrado, presented his resignation and ceased to be Executive Chairman of Santillana.
Mr. Cuadrado was replaced by Alberto Polanco, who was appointed CEO of Santillana and Executive Director of PRISA since January the 1st, 2026. At the moment, the board of directors of PRISA has two Executive Directors, Pilar Gil, CEO of PRISA Media, and Alberto Polanco, who is CEO of Santillana. With celebration of this AGM and in accordance to Article 122 of the Capital Companies Act, we submit under items 5.1 to 5.5 of the agenda, the following. Firstly, to reduce the size of the board, setting the number of directors at 11, to reappoint the two Executive Directors, Alberto Polanco and Pilar Gil, to re-elect the Independent Directors, Fernando Carrillo and Teresa Quirós, and to re-elect the Proprietary Directors, Joseph Oughourlian and Manuel Polanco.
If the proposals are approved, the board of directors would have 11 members, five independent directors, four proprietary directors, and two executive directors. There are no vacancies to be covered. The board would have six female directors that would represent 54.55% of the total members of the board. Therefore, the composition of the board would meet the recommendations of the Good Governance Code of Listed Companies of the CNMV regarding the composition of the board. Next, I'd like to mention the proposals that are submitted to this AGM. In item 6.1, the approval of a long-term incentive of shares of the company for the two PRISA Executive Directors. The reference period of the remuneration plan is four years, from 2026 until 2029, both inclusive. The plan is to give incentives and align their interest with those of the company shareholders.
The plan is part of the execution of the 2026-2029 strategic plan of the PRISA Group to reinforce the corporate strategy on the mid and long term, fostering a culture of sustainable value creation. Under item 6.2 of the agenda, we suggest to approve a new remuneration policy of the directors for the years 2026, 2027, and 2028. This new remuneration policy is a continuation with the principles of remuneration policy of the company applied during the past few years. It updates the remuneration for the executive directors as a consequence of organizational changes that have taken place and the service contracts signed by these two directors. The new remuneration policy includes the long-term incentive plan for the period 2026-2029, which will be paid in shares, the one I just mentioned.
We also submit to the AGM a set of company operations and delegations of power for the board. In 7.1, a capital reduction, a technical capital reduction with the amortization of up to 10 treasury shares in order to favor the contract split under item 7.2 on the agenda. As the CFO said, it's one new share for every 10 preexisting shares. The shareholders will get a new share, newly issued, with a face value of EUR 1 for every 10 preexisting shares of EUR 0.10 of face value. That will change the share capital. The contract split has the objective of limiting the volatility of the share in the market. All of that without estimating that the share will lose liquidity, because the number of outstanding shares after the contract split is done is sufficiently high.
These types of deals are recurrent and accepted practice used by companies in different sectors and sizes in reordering processes as well as in stock exchange normalization. In items eight and nine, we propose delegating the authority to the board of directors to issue income securities and other instruments. With this proposal, we want to renew for a period of five years the authorizations that were already approved in the last AGM that was held in May 2025. To this regard, the board of directors considers it very convenient to have these express powers in order to, at all times, be in the right conditions to capture funds in the market or raise funds that are necessary.
The aim, therefore, is to give the board a margin or a leeway. Sometimes the success of a deal depends on doing it fast without having to spend money and the time involved in calling a general meeting. The board of directors, making use of the powers given to it by the AGM, made use of these powers. They were then allowed to reduce the financial debt of the company, thus palliate the negative effects of the constant increases in interest rates at that time.
On the other hand, in March 2025, the board of directors, also making use of that delegation of powers, carried out a capital increase with the exclusion of preferred subscription right through an accelerated private placing procedure for EUR 40 million to cancel the tranche of the financial syndicated loan that entailed a higher cost because of the increase in interest rates.
That was for the new refinancing of the syndicated loan of the PRISA group, under the request of the creditors of the company. In this AGM, under item 10 of the agenda, we also suggest renewing the authorization for the acquisition of treasury shares within the limits and legal requirements. Moreover, in item 11 of the agenda, we propose to the board, according to Article 515 of the Capital Companies Act, to reduce the deadline for calling an extraordinary general meeting to 15 days, and this will last until the next AGM. I'd also like to refer to the corporate governance report for the year 2025, where we report in detail on the degree of compliance of the recommendations contained in the CNMV Good Governance Code of Listed Companies.
The outcome is very satisfactory, and at December 31st, 2025, out of the 64 recommendations of the code, the company was fully meeting 56, partially 26, five were not applicable, and there were no recommendations that had not been fulfilled. To finish according to the law, I would like to report that in November 2025, CNMV decided to initiate a sanctioning procedure because of not collaborating with the CNMV in its oversight activity.
There was a reduction of 20% of that penalty. That ended the procedure, but without recognizing liability nor acceptance of the facts that would give rise to it. On February 24th, 2026, the board of directors agreed to appeal before the Audiencia Nacional, the High National Court, to contest that penalty. On May the 8th day of High Court, the Audiencia Nacional accepted it, and it's now in proceedings. You will also find more information on all the reports that the board has made available to the shareholders when this meeting was convened.
Thank you, Mr. Secretary. Next, in accordance to Article 18, we would open the Q&A session or round of interventions of the shareholders to ask questions or make remarks, or make any remarks on the items on the agenda. Also, they can make comments on the auditor's report or make any other statement or proposal permitted by law. Please, if any shareholder present in this room wishes to speak and has not yet registered this with the notary's desk, they must do so now, after which the floor will be closed. No shareholder present in the room has asked to intervene. Once we have checked the remote attendance platform, we confirm that no requests to speak have been registered from remote attendees either.
We can now consider that the question and answer time from shareholders come to an end. In line with Article 20.1 of the regulations for the general assembly, we now subject the proposals to the vote related to the items on the agenda. I would now like to give the floor to the secretary so that he can remind us of the procedure to follow for the votes.
Thank you very much, Mr. President. If any shareholder who is here in the room would like to vote against, cast or blank vote, or abstain in relation to any of the proposed resolutions, they may, if they so wish, approach the notary's table, where they must identify themselves in accordance with the provisions of Articles 20.6 and 20.7 of the meeting regulations.
As I previously indicated, we hereby inform you that at this moment, the voting period for shareholders attending the meeting remotely on the proposed resolutions included on the agenda is also now closed. The draft resolution submitted for a vote by the shareholders in relation to the various items on the agenda of the notice of meeting have been published in accordance with the applicable regulations on the CNMV website and on the company's corporate website, and have also been distributed at the entrance to this general meeting so that all shareholders may have been aware of them. These proposed resolutions are deemed to have been read in accordance with the provisions of Article 20.2 of the regulations governing the general meeting.
It is also noted that no additions to the notice convening this general meeting, nor any alternative proposals for resolutions to those approved by the board of directors in relation to the items on the agenda, have been submitted by the shareholders. Furthermore, we wish to inform you that the following have been made available to the shareholders at the company's registered address, at its shareholder services office, on the company's website on a continuous basis, and on the CNMV's website, the company's legally required documentation, which has also been sent to shareholders who have so requested it, as well as the remaining documentation which the board has deemed appropriate and which is referred to in the notice convening the meeting.
For the purposes of Articles 50.23 and 50.26 of the Spanish Capital Companies Act, it is hereby noted that all directors of the company are in a conflict of interest with regard to Mr. Alberto Blanco with Articles 5.1 and 6.1 of the , Mr. Oughourlian in relation to point 5.3 on the agenda, the board member Mr. Fernando Carrillo Flórez in relation with point 5.5 of the agenda, and Ms. Pilar Gil Miguel in relation to points 5.5 and 6.1 of the agenda.
Doña Teresa Quirós in relation to item 5.6 on our agenda, and also Mr. Manuel Polanco Moreno in relation to item 5.7, and all the directors of the company with respect to points 6.2 and 6.3 of the Consequently, directors shall abstain from voting on shares on which they have been granted proxy, so they won't be able to vote on all the items on the agendas if there is a conflict of interest. Therefore, they will apply the regulations of the representations in Article eight and nine of the regulations of the general meeting, and they should be replaced as representatives by the Secretary of the Board of Directors.
Once this information has been provided by the Secretary, we shall proceed to the summary reading and the voting of the proposed items on the . In order to facilitate the monitoring of the matter subjected for a vote, which we shall deem to have been read out, we will project a summary of each one onto the screen as we proceed to vote on them.
Thank you very much, Mr. Chairman. The first item on the agenda, approval of the annual accounts, balance sheet, P&L, statement of recognized income, statement of changes in equity, of cash flow statement, and notes to the financial statements and the management reports for both the company and its consolidated group for the 2025 financial year. The votes registered proclaim a support of 99.99% of the shareholders in person or represented in favor of this resolution.
Item two, approval of the proposed distribution of profits for the 2025 financial year. The votes registered proclaim the support of 99.99% of the shareholders in person or represented in favor of this resolution. Item three, approval of the consolidated non-financial information and information on sustainability for the year 2025. The votes registered proclaim the support of 99.99% of the shareholders in person or represented in favor of this resolution.
Item four, approval of the Board of Directors' management of the company of the 2025 financial year. The votes registered proclaim a support of 99.99% of the shareholders in person or represented in favor of this resolution. Item 5.1, fixing the number of directors. The votes registered proclaim the support of 100% of the shareholders in person or represented in favor of this resolution. 5.2, ratification of the appointment by co-option and re-election of Mr. Alberto Polanco Blanco as a director with a category of executive director. The votes registered proclaim a support of 99.99% of the shareholder in person or represented in favor of this resolution. 5.3, re-election of Mr. Joseph Oughourlian as director with a category of proprietary director. The votes registered proclaim a support of 99.99% of the shareholders in person or represented in favor of this resolution.
5.4, re-election of Mr. Fernando Carrillo Flórez as director with a category of independent director. The votes registered proclaim a support of 99.98% of the shareholders in person or represented in favor of this resolution. Item 5.5, re-election of Ms. Pilar Gil Miguel as director with the category of executive director. The votes registered proclaim a support of 99.99% of the shareholders in person or represented in favor of this resolution. Item 5.6 re-election of Ms. Teresa Quirós Álvarez as director with a category of independent director.
The votes registered proclaim the support of 99.98% of the shareholders, in person or represented, in favor of this resolution. Item 5.7, re-election of Mr. Manuel Polanco Moreno as director with the category of proprietary director. The votes registered proclaim the support of 99.99% of the shareholders, in person or represented, in favor of this resolution 6.1, approval of a long-term incentive plan for the period falling between 2026 and 2028, consisting of the award of company shares linked to the performance of certain objectives targeted at the executive directors of PRISA.
To entrust the board of directors, including express power of delegation, with the implementation, development, formalization, and enforcement of the aforesaid compensation scheme. The votes registered proclaim a support of 99.99% of the shareholders, in person or represented, in favor of this resolution. Item 6.2, approval of the directors' remuneration policy for financial years 2026, 2027, and 2028, and revocation of the 2025 remuneration policy. The votes registered proclaim the support of 99.90% of the shareholders, in person or represented, in favor of this resolution. 6.3, non-binding voting of the annual report on remuneration of the directors for the 2025 financial year.
The votes registered proclaim the support of 99.74% of the shareholders, in person or represented, in favor of this resolution. Item 7.1, capital reduction of a maximum amount of EUR 1 by retiring up to 10 treasury shares having a par value of EUR 0.10 each, in order to adjust the number of shares for the execution of the counter-split and the share exchange submitted for approval at this annual shareholders' meeting under item 7.2 on the agenda. The votes registered proclaim the support of 99.99% of the shareholders, in person or represented, in favor of this resolution.
Item 7.2, counter-split and cancellation of the shares, in which, when the resolution is implemented, the share capital will be divided to then be exchanged for newly issued shares in the proportion of one new share for 10 pre-existing shares, increasing the unity share par value from EUR 0.10 to EUR 1 without modifying the amount of share capital and with the corresponding reduction in the number of shares in circulation. The votes registered proclaim the support of 99.99% of the shareholders, in person or represented, in favor of this resolution.
Item eight, delegation of authority to the board of directors with express powers of substitution to increase the share capital on one or various occasions, with or without share premiums, on the terms and conditions and within the timeframe set out in Article 297.1.B of the Spanish Capital Companies Law, with the power to exclude pre-emption rights up to a limit of 20% of the share capital in accordance with Article 506 of the Spanish Companies Act. Revocation of the unused part of authorization granted at the general shareholders' meeting of May the 14th, 2025, under Item seven of the agenda. The votes registered proclaim the support of 99.89% of the shareholders, in person or represented, in favor of this resolution.
Item nine , delegation of the authority to the board of directors with express powers of substitution to issue fixed-income securities convertible into shares of new issuance and/or exchangeable for shares that have already been issued at Promotora de Informaciones, S.A., PRISA, or other companies' warrants, options to subscribe new shares or to acquire shares at PRISA or other companies, bonds, preferred shares. In the case of convertible and/or exchangeable security or warrants, setting the criteria to determine the basis of and the methods of conversion, exchange, or exercise. Delegation of powers to the board of directors to increase capital by the amount required for the conversion of securities or for the exercise of warrants, as well as for the exclusion of pre-emption rights of shareholders up to a limit of 20% of the share capital.
Revocation in the unused part of the resolutions delegating authority for issuance of convertible and/or exchangeable bonds adopted by the general meeting of shareholders of the 14th of May 2025 under Item eight of the agenda. The votes registered a support of 99.9% of the shareholders, in person or represented, in favor of this resolution.
Item 10 on the agenda, authorization for direct or indirect derivative acquisition of treasury shares within the legal limits and requirements. Revocation of unused part of the authorization granted at the ordinary general meeting on May 14th, 2025, under Point nine of the agenda. The votes registered proclaim the support of 99.99% of the shareholders, in person or represented, for this resolution. Item 11 on the agenda, reduction of the deadline for calling extraordinary general meetings.
On this item, in order for the approval of this proposal, Article 515 of the Spanish Capital Companies Act, according to it's not calculated on the present or represented share capital. The votes reveal a support of 99.98% of the share capital with the right to vote. It is also approved. Finally, item 12 on the agenda, delegation of powers. There's a support of 99.99% of the present and represented shareholders of this agreement.
Thank you, Secretary. According to items 20.7, part A of the regulation of the board, this resolution approved in accordance. All the items have been approved, all the items on the agenda. Of the results of the votes and everything else that has happened in the meeting, everything will be put down in the minutes.
The detailed information on the specific number of votes in favor, against, blank votes, and abstentions cast in relation to each item on the agenda will be published on the corporate website within the next five days in accordance with the provisions of Article 24 of the General Meeting Regulations and Article 525 of the Companies Act. Pursuant to Article 22 of the rules of procedure, this general meeting is hereby concluded. I would like to thank you for your participation and declare the meeting closed. Good morning.