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Ferrovial reports on the resolutions adopted by the Ordinary General Shareholders’ Meeting held on 13 April 2023

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Published on 04/13/2023

Announcement of general shareholders’ meeting

Pursuant to article 227 of the Consolidated Text of the Securities Market Act FERROVIAL, S.A. (“Ferrovial” or the “Company”) hereby announces the following

OTHER RELEVANT INFORMATION

At the Ordinary General Shareholders’ Meeting of Ferrovial, held on 13 April 2023, resolutions were adopted regarding the following matters:

  • Approval of the individual and consolidated financial statements and management reports for the financial year 2022, as well as the consolidated statement of non-financial information.
  • Approval of the distribution of the Company’s profit for financial year 2022, allocating a portion to voluntary reserves and another portion to compensate losses of previous financial years.
  • Approval of the management carried out by the Board of Directors during financial year 2022.
  • Re-election of Ernst & Young, S.L. as statutory auditor of Ferrovial and its consolidated group of companies for financial year 2023.
  • Re-election of the Directors Mr. Ignacio Madridejos, Mr. Philip Bowman, Ms. Hanne Sørensen, Mr. Juan Hoyos and Mr. Gonzalo Urquijo.
  • Approval of a first capital increase for an amount to be determined by issuing new ordinary shares with a par value of twenty-euro cents each, with no share premium, of the same class and series as those currently outstanding, against reserves, offering shareholders the possibility of selling the free-of-charge allocation rights to the Company itself (at a guaranteed price) or on the market. Delegation of powers to the Board of Directors, with power of sub-delegation, to set the date on which the increase is to be executed and the other conditions of the increase in all matters not provided for by the General Shareholders’ Meeting.
  • Approval of a second share capital increase for an amount to be determined, in the same conditions as the previous one.
  • Approval of a share capital reduction through the redemption of a maximum of 37,168,290 of treasury shares representing 109% of the Company’s current share capital. Delegation of powers to the Board of Directors, with power of sub-delegation, to set any other conditions of the capital reduction in all matters not provided for by the General Shareholders’ Meeting.
  • Approval of a plan for the delivery of Ferrovial’s shares aimed to the Company’s Executive Directors.
  • Approval of the intra-community cross-border merger between Ferrovial, as the absorbed company, and its wholly-owned Dutch subsidiary Ferrovial International SE, as the absorbing company.
  • Acknowledgement and approval, where necessary, of the Directors’ Remuneration Policy of Ferrovial International SE, applicable to this company from the moment the merger indicated in the previous resolution becomes effective.
  • Delegation of powers for the interpretation, execution and implementation of the resolutions adopted by the Shareholders’ Meeting.

The following was also submitted to an advisory vote: (i) the Company’s Climate Strategy Report for financial year 2022; and (ii) the Annual Report on Directors’ Remuneration for financial year 2022. The result of these votes has been in favour.

The terms of the resolutions approved by the Shareholders’ Meeting for each item on the agenda coincide with the text of the proposed resolutions communicated to the Spanish Securities Market Commission (CNMV) as Other Relevant Information on 10 March 2023 (registration number 21,281). The following are attached: (i) the Company’s Climate Strategy Report, approved on a consultative basis under item 12 of the agenda; and (ii) the Directors’ Remuneration Policy of Ferrovial International SE, approved under item 10.1 of the agenda.

Madrid, 13 April 2023

Santiago Ortiz Vaamonde

Secretary of the Board of Directors of Ferrovial, S.A.

More information about this Other Relevant Information

English translation for information purposes only. In the event of discrepancies between the English and the Spanish version, the Spanish version shall prevail.

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