- The shareholders will vote on the intra-EU cross-border merger between Ferrovial SA and Ferrovial International SE
- Other matters to be voted on include the approval of the 2022 financial statements, the re-appointment of five directors, the “Ferrovial Flexible Dividend” shareholder remuneration program, and the report on the Climate Strategy
- Notice of the Shareholders’ Meeting was given on 10 March and the company has placed all the information necessary for their decisions
- Ferrovial has established digital channels to enable the meeting to be followed online.
Ferrovial’s Ordinary General Shareholders’ Meeting is scheduled for Thursday, April 13, in Auditorio ONCE, Madrid (Spain). During the event, shareholders will be asked to vote on the motions submitted by the Board of Directors, including a corporate reorganization aimed at strengthening the company’s international profile and aligning its structure with its business growth strategy.
On February 28, the company announced this motion which, if approved by the shareholders, would result in an intra-EU cross-border merger of the Group’s current parent company, Ferrovial, S.A., into its Dutch subsidiary, Ferrovial International SE (FISE). The latter is currently the parent company of the Group’s international businesses. FISE, whose registered office is in the Netherlands, would become the parent company of the Group under the corporate form of a societas Europaea. As part of this transaction, it is also planned for the company’s shares to be listed simultaneously in Spain and the Netherlands and, subsequently, to apply for listing in the United States.
Other items on the agenda for the Shareholders’ Meeting include the approval of the consolidated and separate financial statements and directors’ reports for 2022. The shareholders will also vote on the re-appointment of directors Ignacio Madridejos, Philip Bowman, Hanne Sørensen, Juan Hoyos and Gonzalo Urquijo.
There is also a motion to reduce capital by canceling at most 37,168,290 own shares, representing 5.109% of the Company’s current capital stock.
The company’s Climate Strategy Report for 2022, which reports on progress with reducing greenhouse gas emissions and steps towards the objectives of the Emissions Reduction Plan adopted by the Shareholders’ Meeting in 2021, will be the subject of a consultative vote. The Report presented to the shareholders is aligned with the recommendations of the Taskforce for Climate-related Financial Disclosures (TCFD). Ferrovial is a pioneer in this area, as in 2021 it was the first company in the world to submit this document to a vote at its annual shareholders’ meeting.
Entitlement to attend, vote and grant proxy
As in previous years, the company has made the documentation related to the items on the agenda of the Shareholders’ Meeting available to its shareholders together with other documents provided for in the corporate governance recommendations.
The Board of Directors has authorized shareholders to attend, vote and grant proxy via means of distance communication. Shareholders may vote and grant proxy by postal mail and electronic mail. A platform for attending, voting and granting proxy online has been established and can be accessed via the website www.ferrovial.com.
Also accessible on that site is the Shareholders’ Online Forum, which is open to individual shareholders and voluntary associations of shareholders created in accordance with the applicable regulations.
The Shareholders’ Meeting will be broadcast live via the company’s digital channels: website, YouTube and LinkedIn.