1. Ferrovial
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Execution of the share capital reduction through the redemption of own shares approved by the Ordinary General Shareholders’ Meeting held on 7 April 2022 under item seven of its agenda

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Published on 12/12/2022

Other relevant information


Pursuant to article 227 of the Consolidated Text of the Spanish Securities Market Act (Texto Refundido de la Ley del Mercado de Valores), FERROVIAL, S.A. (the “Company” or “Ferrovial”), reports on the following:


Further to the communications of Other Relevant Information submitted on 24 February 2022 (registration number 14,373), 7 April 2022 (registration number 15,508) and 5 December 2022 (registration number 19,498), it is reported that the CEO of the Company, according to the delegation granted to the Board of Directors by the Ordinary General Shareholders’ Meeting and the sub-delegation granted in his favor by the Board of Directors, has agreed today to execute the share capital reduction approved by said General Shareholders’ Meeting under item seven of its agenda by means of the redemption of 22,244,112 own shares of €0.20 par value each. This figure is the sum of: (i) 6,500,783 own shares existing on the date the Board of Directors drawn up the proposed resolution to the General Shareholders’ Meeting; and (ii) 15,743,329 own shares acquired under a buy-back programme executed in accordance with the provisions of article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse, and Delegated Regulation (EU) No. 2016/1052 of the Commission, of 8 March 2016.

Therefore, the share capital of Ferrovial has been reduced in the amount of €4,448,822.40, having been set at €145,488,652.20, corresponding to 727,443,261 shares of €0.20 par value each.

The purpose of the share capital reduction is to redeem own shares, contributing to Ferrovial’s shareholder remuneration by increasing the profit per share. It does not entail any refund to shareholders since the Company is the holder of the shares to be redeemed.

Pursuant to article 335 c) of the Capital Companies Act, the share capital reduction has been made against unrestricted reserves through the funding of a reserve for redeemed capital in an amount equal to the par value of the redeemed shares (i.e. €4,448,822.40), which may only be used if the requirements established for the share capital reduction are met. Consequently, in accordance with this provision, the Company’s creditors will not have the right of opposition referred to in article 334 of said Act.

The announcement of the share capital reduction is expected to be published in the official gazette of the commercial registry (Boletín Oficial del Registro Mercantil) and on the Company’s website (www.ferrovial.com) on 13 December 2022, and the public deed of the share capital reduction and amendment of the bylaws is expected to be granted on the same day. Likewise, Ferrovial will request the delisting of the 22,244,112 redeemed shares from the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, and the cancellation of the accounting records of said shares at Iberclear.

Madrid, 12 December 2022

Santiago Ortiz Vaamonde

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

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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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