Ferrovial reports on the resolutions adopted by the Ordinary General Shareholders Meeting held on 17 April 2020
Published on 04/18/2020
Announcement of general shareholders’ meeting
FERROVIAL, S.A. (“FERROVIAL” or the “Company”), in accordance with article 227 of the Consolidated Text of the Spanish Securities Market Act, announces the following
OTHER RELEVANT INFORMATION
1. Resolutions related to the following matters were adopted in the Ordinary General Shareholders’ Meeting of Ferrovial held on 17 April 2020:
- Approval of the individual and consolidated group financial statements and management report corresponding to the financial year ended 31 December 2019, as well as the consolidated statement of non-financial information.
- Allocation of financial year 2019 income, which amounts to 672,387,541.14 euro, in its entirety to voluntary reserves.
- Approval of the management carried out by the Board of Directors during financial year 2019.
- Appoint Ernst & Young, S.L., as the legal auditor of Ferrovial, S.A. and its consolidated group for financial years 2020, 2021 and 2022.
- Reappointment of Mr. Philip Bowman and Ms. Hanne Birgitte Breinbjerg Sørensen as Directors. Ratification and appointment of Mr. Ignacio Madridejos Fernández, Mr. Juan Hoyos Martínez de Irujo and Mr. Gonzalo Urquijo Fernández de Araoz as Directors.
- Capital increase for an amount to be determined by issuing new ordinary shares with a par value of twenty euro cents each, against reserves, with no share premium, offering shareholders the possibility of selling the free-of-charge allocation rights to the Company (at a guaranteed price) or on the market. Delegation of powers to the Board of Directors, with power of sub-delegation, to establish the date the increase is to be executed and the terms of the increase in all respects not provided for by the Shareholders’.
- Second capital increase for an amount to be determined, in the terms referred to above.
- Approval of a share capital reduction by means of the redemption of a maximum of 27,755,960 of the Company’s own shares, representing 3.775% of the Company’s share capital. Delegation of powers to the Board of Directors, with power of sub-delegation, to establish any other conditions for the capital reduction not provided for by the Shareholders’ Meeting.
- Approval of the Directors’ Remuneration Policy.
- Approval of a share-linked remuneration system for Executive Directors.
- Authorisation to the Board of Directors to continue the divestment of the Services division of the Ferrovial group.
- Delegation of powers to formalize, register and execute the resolutions adopted by the General Shareholders’ Meeting and register the filing of the financial statements.
Likewise, the Annual Report on Director’s Remuneration was submitted for an advisory vote. The result of such vote has been in favour.
Finally, the General Shareholders’ Meeting was informed of the amendments incorporated in the Regulations of the Board of Directors since the last General Shareholders’ Meeting.
The terms of the resolutions approved by the Shareholders’ Meeting for each item on the agenda are the same as the terms of the proposed resolutions submitted to the Spanish Securities Market Commission (CNMV) as Other Relevant Information on 27 February 2020 (registration number 499).
2. In the meeting of the Board of Directors also held 0n 17 April 2020, the reappointed and appointed Directors have accepted their posts. Consequently, the composition of the Board of Directors is as follows:
Mr. Rafael del Pino y Calvo-Sotelo, Executive Director.
Mr. Óscar Fanjul Martín, Independent Director.
Mr. Ignacio Madridejos Fernández, Executive Director.
Ms. María del Pino y Calvo-Sotelo, Proprietary Director.
Mr. Santiago Fernández Valbuena, Independent Director.
Mr. José Fernando Sánchez-Junco Mans, Independent Director.
Mr. Joaquín del Pino y Calvo-Sotelo, Proprietary Director.
Mr. Philip Bowman, Independent Director.
Ms. Hanne Birgitte Breinbjerg Sørensen, Independent Director.
Mr. Bruno Di Leo, Independent Director.
Mr. Juan Hoyos Martínez de Irujo, Independent Director.
Mr. Gonzalo Urquijo Fernández de Araoz, Independent Director.
Madrid, 18 April 2020
Santiago Ortiz Vaamonde
Secretary to 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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