Aena S.M.E., S.A. (AENA) Earnings Call Transcript & Summary

Dear shareholders, welcome to the Ordinary General Meeting of Aena S.M.E., S.A. I would now like to give the floor to the Secretary to report on the formalities of the general meeting and the attendance and proxy figures.

Thank you, Mr. President, dear shareholders. Good morning, everyone. The call for this Aena Ordinary General Meeting was published on the website of the Spanish National Securities Market Commission on the company's website and also in the Expansion newspaper on February 23, 2022. The call included the agenda of this meeting, which is considered read in order to expedite this meeting. As stated in the call, this general shareholder meeting is being held in a mixed manner, i.e., shareholders who wish to attend are here in the room and others can connect remotely as provided for in the Articles of Association and the regulations of the General Shareholders' Meeting. This general meeting is being recorded, and it's also being broadcast live through the company's corporate website. And it will also be made available to the public on the aforementioned website. In order to guarantee the participation of all shareholders, the companies have enabled all the necessary means so that shareholders can readily delegate their representation, they can vote in advance or attend remotely together with the possibility of intervening, proposing interventions and proposals and voting remotely. The shareholders who are attending physically and who would wish to intervene or request clarifications on any item on the agenda have to identify themselves and register at the entrance, handing in the written text of their interventions or proposals until the President makes his report. I would also like to say that we have no request for interventions have been requested by shareholders connected remotely to this meeting. Since the data publication of the call, all the documentation legally required for this meeting has been available to shareholders at the registered offices and on the company's website, including, among others, the call, the proposals for resolution, the reports of the Board and the documentation relating to the annual accounts. As already mentioned in the call itself, the administrative body expects the general meeting to be held on first call as it is.

Thank you, Mr. Secretary. I would like to inform you that in accordance with the provisions of the Capital Companies Act and the regulations of the Mercantile Registry, the Board of Directors of Aena has decided that the minutes of this general meeting will be drawn up by a notary for which purposes, the notary of Madrid, who [indiscernible] Mr. Javier Navarro-Rubio Serrés is attending this meeting in person. I would now like to give the floor to the notary to report on the formalities of the general meeting.

In the notarial minutes of the March 4, 2022, with #595 of my protocol, there is a request made by the Secretary of the Board in the exercise of the delegation of powers made by the Board of Directors, so that in accordance with the provisions of Article 203 of the Capital Companies Act for me to attend this general shareholders' meeting and draw up the minutes. Likewise, in accordance with Article 101 of the regulations of the Mercantile Registry, I would like to inform that I have judged that the applicant has sufficient capacity to do so, and I verified that this meeting has been convened in line with the applicable legal and statutory requirements.

Thank you very much, Mr. Notary. I would now like to give the floor to the Secretary again, who will inform about the constitution of this general meeting and the provision of quorum.

Thank you very much. In accordance with the provisions of the articles of associates and the regulations of the General Meeting of the Board, this meeting is chaired by Mr. Maurici Lucena Betriu, Chair of the Board of Directors and CEO. The position of Secretary of the meeting is held by me, Juan Carlos Alfonso Rubio in my capacity as Secretary of the Board of Directors. Now and as indicated by the Chair, I would now like to proceed to report on the provisional quorum of attendance of this general meeting. Having drawn up the list of attendance, the quorum is as follows: present at the meeting, there are 77 shareholders holding 77 million shares, representing 51.8% of the share capital. Of the shareholders present, 355 shareholders holding 53.7 million shares, representing the 35.8% of the share capital are attending this general shareholders' meeting. Represented at the meeting, there are 23 shareholders holding 1.06 billion shares. In total, attending this general meeting, there are 432 shareholders present and represented holders of a total of 131 million shares that is 87.6% of the share capital. Therefore, the attendance quorum exceeds largely 50% of the subscribed share capital with the voting rights as required by Article 22 of the Articles of Association for the valid constitution of the meeting on first call.

Thank you very much, Mr. Secretary. Therefore, on the basis of the information provided by the Secretary and as there is sufficient provisional quorum in accordance with the provisions of the Law and the Articles of Associations, I hereby valid declare -- validly constitute the Ordinary General Meeting of Aena S.M.E., S.A. at first call as the legal and statutory requirements for this purpose are met. I would now like to give the floor to the Secretary to read the rules applicable of how this general meeting will be held established by this presidency in accordance with the regulations of the general meeting.

Thank you, Mr. President. I will now proceed to read how this general meeting will be held, a copy of which I have provided to the notary to be included in the minutes. The shareholders present physically who wish to intervene in the general meeting and where appropriate, request information or clarification in relation to the items on the agenda or others legally appropriate or form proposals must indicate so in advance and before the President gives his report. They must identify themselves at the shareholders' office, which is located next to notary, stating their name and surname and where appropriate, the corporate name of the shareholder they represent, the number of shares they hold or represent. If any shareholder requests that his intervention be recorded verbatim in the minutes of the meeting, he or she must provide it in writing at that time to the shareholders' office. And I will hand it to the Notary so that he can proceed to ensure it coincides with the actual intervention. If there are any interventions by shareholders, they will be answered by the President or the director or person from the company indicated by the President as long as the information is available at the time. I would also like to inform you that the Notary has had access to the means through which these interventions are received to be recorded in the minutes, when requested. Next, I will make a brief summary of the proposals for resolution from the Board of Directors to be put to the vote. Firstly, the proposals for resolutions included on the agenda will be put to vote. And then if appropriate, those formulated by shareholders who -- so those, as we say, first, will be the shareholders who are presently and then we will go to those who are remotely who asked for any possible interventions within the legal regulations. We would like to say that we have had no request for proposals or intervention [indiscernible]. We would like to say that according to the rules of the regulations, everything that are [indiscernible] relating to the same matter there are approved will automatically be moved. We'll also remind you that once the [ registration ] has been made stated in the call, this shows us [indiscernible]. They have been able to connect from 0900 until 1105 today through the space dedicated to General Meeting of Shareholders called, Remote Assistance, and available on the company's website to request to enter in, in this general meeting. Independent of that, they may cast their vote via the Remote Assistance platform according to the corresponding voting form from the moment their turn and during the celebration of the General Shareholders' Meeting until the completion of the reading and voting of each one of the items on the agenda using the button and the title, Voting. Shareholders who attend the general meeting electronically and cast their votes electronically [indiscernible] call, will be considered as present for the purposes of the constitution of the meeting. Consequently, the delegation or early voting made by them prior to the general meeting will be understood to be revote. We hope that you have found this summary useful. I would now conclude by giving the floor to the President, so that he can present his report to this general meeting.

Thank you very much, Mr. Secretary. I just want to inform that shareholders will not be able to make any comments anymore. And now I will read out a report, which I hope you will find interest in. Ladies and gentlemen, on behalf of myself and the Board of Directors of Aena, I would like to greet you once again, and welcome you again to the Ordinary General Shareholders' Meeting of Aena for 2022. Fortunately, this year, we are holding this general shareholders' meeting on site after 2 years in which attendance had to be remote. It could only be held remotely. And we would like to, in any case, like to thank those shareholders and investors who were unable to attend this meeting in person and are attending from a remote location. Before delving into Aena's activity in 2021, I would like to express our strongest condemnation of the invasion of the Ukraine and our support for the citizens of this country who are suffering the terrible consequences of an unjustified and cruel attack by Russia. Unfortunately, the attitude of the Russian President reminds me of that ill-fated admonition of Bismarck in the 1860s. He said the great problems of our age are not resolved by speeches and majority decisions, but by blood and iron. It is really very distressing that the same thing is happening again in 2022. Aena is anyway very proud to be the main gateway to Spain for Ukrainian refugees forced to leave their homeland and seek shelter in our country for themselves and their families. I will now speak about 2021, which is going to take up a significant part of my speech. 2021 was the year that marked the beginning of our recovery and the recovery of air traffic worldwide. Despite the pandemic and 2021 showed that our operational solvency and our economic robustness kept us as a benchmark in the world airport sector. We need to recognize even if we tend to forget, but in the last 2 years, air transport and proportional terms experienced the most profound and the most severe crisis of its history since the beginning of the 20th century when the aviation sector started. So in 2021, Aena begin to pull its head out to the water with a gradual recovery of air traffic, promoted by the advance of vaccination, which progressed very smoothly in Spain and the gradual dismantling of mobility restrictions. There are still very few restrictions, especially in some geographical areas. This positive trend started in July 2021 and reached its peak in November when our airports in Spain achieved 73% of the passenger traffic of the same month in 2019. After November 2021 we had Omicron, which hits all the different countries very heavily but its effect was mitigated by the vaccination campaign. What effect did this have in air transport? Well, there was a moderate setback in December 2021 and January 2022, there was a lowering of that 73% that we have reached in November, but it was different from previous waves of the pandemic because it was a little setback but not a full setback. And this was seen quite clearly because in February 2022, the figures placed us back as the November peak with 73.2% of the passenger traffic of the same month in 2019. And the outlook for the summer season, which technically began last weekend is very encouraging, very encouraging, and there may be some downward adjustments with respect to the schedules that have been disclosed. But from what we have discussed with the airlines, the team said even considering the effects of the war, things look quite promising. However, the dark shadow of the war in the Ukraine, the rising cost of energy and the macroeconomic disturbances plus a shadow of uncertainty over this promising recovery. In the short term, it should be mentioned that the European Union decided to close European airspace to Russian aircraft. And as a reciprocal measure, the Russian government also banned European airlines from operating in their territory. And so we estimate that in 2022, based on the flights that have been scheduled for the summer season, approximately 1.3 million Russian and 900,000 Ukrainian passengers will not fly to our country. But if we go back to 2021, the domestic market was the one that experienced the best performance. The domestic market had a much better performance than the international market because mobility restrictions were very severe in many foreign countries. And so in 2021, the domestic traffic recovered by 61%. But regarding the international market, the Latin American market stood out with 42% recovery. And the European market with a 35% recovery did better than North America and the Asian markets because restrictions to mobility in those geographical areas were extremely stringent, even more severe than the ones implemented in Europe and in Spain. And what did Aena do in 2021? Well, Aena did everything in its power to support that timid recovery process. As proof as our efforts and the video showed this, Aena was the first airport network in the world to obtain the ACI Airport Health Accreditation. ACI is the main airport association in the world. And in addition, 6 Spanish airports received the highest COVID-19 airport safety rating from Skytrax for the health and safety measures. This means that today, there's no other airport manager in the world that has this accreditation for its facilities. Also, Aena has facilitated the airlines return to activity through successive and very powerful financial incentives to traffic recovery, which have been attuned to the different phases of the pandemic. For example, today, for the summer season of 2022, which, as you -- as I was saying, started last weekend, the financial incentive approved will be aimed at increasing the occupancy factor. That is an effort to help airlines fill their planes as much as possible. And this is different from previous stages of the pandemic, where the emphasis was to increasing the number of aircraft that flew. And not so much trying to incentivate airlines to fill their existing aircraft. But from a macroeconomic standpoint, it is not the same, of course, to help finance, variable cost or a fixed cost of airlines. The variable cost, of course, is passengers and the fixed cost is the aircraft. But the result of the efforts of all the players in the air transport sector in Spain has been very positive. In [ sum ], the recovery has been the most vigorous recovery in the whole of Europe according to Eurocontrol Data. Now if we now turn to what may happen in the future, well, one aspect that is difficult to quantify is, of course, what will happen in the Ukraine. This is a huge uncertainty factor. It is very difficult to quantify the effects of the conflict in the Ukraine or the invasion of the Ukraine by Russia. In the medium and long term, the longer-term effects of the conflict on the economy is very -- well, they are very uncertain and of course, there's also the evolution of the prices of raw materials. And apart from the effect of the Ukrainian conflict, we still don't know how the main parameters shaping the macroeconomy are going to evolve. There's lots of uncertainties regarding inflation, regarding the monetary response given by central banks and also from the healthcare point of view, well, fingers crossed, but new variants of the virus could appear, but we think that with vaccination and the natural immunity gained by the population, those effects should be mitigated as compared with previous waves. But the war in the Ukraine, the evolution of the macroeconomy and the evolution of the pandemic are factors that will probably define the evolution of air traffic in the medium and long term. In any case, the expected airline activity in the summer season gives us reason to be moderately optimistic about the consolidation of the recent recovery that started in the summer of 2021. And clearly, the removal of the few remaining restrictions on international mobility will help. A few restrictions still remain, but we believe that they will be lifted in the next few months, and this will trigger a strong growth in air transport. Now if we now look at the less near horizon, our forecast, well, envisage recovering the 2019 traffic volumes by 2025. This forecast is included in the Airport Regulation Document DORA II for 2022 -- and for the period 2022 and 2026. And it is also in line by the estimates prepared by the main international aeronautical organizations, such as ICAO, IATA, ACI and Eurocontrol. So I mentioned DORA, this Airport Regulation Document, I would like to discuss some aspects that I would like to mention. You'll know that on the 28th of September last year, the Spanish cabinet approved the final version of the Airport Regulation Document, DORA II for the 2022-2026 period. And this is very good news for the air transport sector because it contributes certainty on one of the key aspects of the aviation sector, which has to do with the infrastructures that allow for planes to take off and touch down. And this certainty provided by the approval of DORA for the next 5 years will help in an environmentally sustainable recovery. And it will also contribute to recovering the air traffic activity and to the recovery of the tourism sector. The DORA document defines the quality and capacity conditions for Aena Airport in Spain, that is the 45 airports because the Murcia Airport has been managed through concessions since 2019. So DORA also includes 6 new indicators regarding the environment: absolute CO2 emissions, energy efficiency, carbon neutrality, water consumption, noise levels and nonhazardous waste. The regulated investment will be -- so Aena, in the next 5 years will be investing EUR 2.25 billion. That is an average of EUR 450 million per year. With this investment, the airport system will develop a capacity of some 348 million passengers by 2026 across the whole of the Spanish airport except for Murcia. To give you an idea of what this means, just remember that in our record activity year for Aena 2019, a total of 275 million passengers visited Aena airports in Spain. So this is a very significant figure. Now from the point of view of airport charges and the evolution, we need to mention that this -- the evolution of charges will be flat. So there's going to be a growth of 0% throughout the 5-year period of DORA II, which means for Aena that high efficiency will become the company's hallmark. I'm going to share a few figures that give you some illustration about these charges. For example, in the current year 2022, after the adjustments contemplated by the regulation, the airport charges of Aena will go down by 3.17%. This reduction in 2022 will mean that we will be lowering rates even further from rates which had already been reduced. So airlines and the competitives of air transport will become even more competitive than in 2021, not only because airport charges are going down, but also because in Europe, airport charges are increasing; in some cases, in a very substantial way. In airports such as Heathrow, they have authorized an increase of up to 53% for a single year. I think that this information is important to provide some context of what this freezing of airport charges means in Spain. So if we take into consideration the inflation rate, which is being very high, let's hope that this is just a temporary phenomenon. But in any case, we believe that in the next few years, inflation will be very high. It is already higher than in previous years. So this means that Aena's airport charges are going to go -- are not going to be frozen really, they're going to go down in real terms if you consider the inflation rate. So if we -- at the end of 2026, we go back to the efficiency ratios before the pandemic, this will mean that Aena will have to be making a huge effort to keep operational cost time to check. Let me give you another figure. If instead of looking at the evolution of airport charges, if we look at the figures after technical adjustments in the 10 years from the approval of DORA to the end of the program, airport charges when adjusted technically will have been reduced by 9.3%, while Aena from the point of view of its obligations in terms of safety, quality and environment will have made a big effort, and we will also have to absorb significant changes in scope due to more stringent and safety and quality requirements. So we -- I hope that our lead director, Jaime Terceiro, who's an economist will agree with me because if we applied a fair methodology, we would really get a reduction and not a freezing in our airport charges. So the company will have to be capable of absorbing these increases in efficiency and still be a profitable company if, of course, we go back to air traffic levels similar to those before the pandemic. And now I would like to dwell on 2 aspects that have consumed a lot of our time, and which are related with -- and I also speak on behalf of the other Board members, which is the obligation for us to defend the interests of Aena. First of all, I'm talking about the reductions in the minimum rentals. We have been forced to apply that because of the reduction in sales they have experienced. And secondly, I'm also referring to the request by Aena for an economic rebalancing for the same reason, that is to compensate for an extraordinary deficit caused by the plummeting of air traffic as a result of the surges of the pandemic. In terms of Final Provision 7, I just want to remind you that in September 2021, Aena was fully merged in negotiations with commercial tenants and abruptly, the Spanish parliament unexpectedly approved Final Provision 7 of Law 13/2021, which amended the Land Transport Management Law obliging Aena to make the minimum guaranteed rentals of the commercial leases variable according to the traffic registered over the next few years until the 2019 levels were resumed. This represents -- this Provision 7 represents an economic impact on our commercial revenues of approximately EUR 1.3 billion for the period 2020-2025. And this money is really a transfer of EUR 1.3 billion from the shareholders of the Aena shareholders to the pockets of commercial tenants, amongst them 3 large multinationals that have financially very powerful shareholders. So rest assured that after consulting with the prestigious legal experts who understand that this final Provision 7 is unconstitutional. So rest assured, ladies and gentlemen, that Aena will be taking steps to defend the company's interest, the interest of its public and private shareholders and of its workers. In practical terms, this means that in conflicts under litigations, many of these litigations were brought by the tenants of Aena. So in these court cases, Aena -- in all of these court cases, Aena is defending itself arguing that Provision 7 is unconstitutional. Regarding rebalancing, at Aena, well, we believe that -- well, Aena, I mean, it's [ untenable ] that there's been a phenomenal reduction in air traffic activity and the low contemplates the possibility of requesting an economic rebalancing because of this extraordinary tariff deficit because of the huge reduction in the activity levels. And I was saying that Article 27 of Law 18/2014 provides special measures authorizing airport managers to ask for relief measures. And this, of course, grows on the most solid foundations of microeconomy. And so these regulatory frameworks include a safety valve when there is an exceptional circumstance that upsets the balance of the distribution of risk of airport managers. When things go well, managers have a limitation to their profits. But if things go badly because of a natural disaster, well, an economic compensation is also provided for. In March 2021, Aena requested this rebalancing of the first DORA. And now I will try and be legally very cautious. This request is based on the exceptional circumstances triggered by the pandemic, which are not the responsibility of Aena because they were unforeseeable, and they had a serious effect on the viability of the airport network in the terms stipulated by Article 27 of Law 18/2014. That is because of reductions in traffic in excess of 10%. This request by Aena is in line with the measures adopted by regulators and supervisors in numerous European countries in which the economic imbalance suffers by airport authorities as a result of the health crisis has been recognized. There was a meeting recently in [indiscernible] where it was decided that COVID constitutes reasonable justification for this rebalancing. In fact, in the last few months, Aena also requested the rebalancing in Brazil, in Luton and in Murcia. And without exception, the regulators of those airports agreed to grant this economic rebalancing to these airports managed by Aena. In the case of Aena's 45 airports in Spain, the regulator has not initiated the procedure to modify the DORA as it does not consider that the exceptional circumstances referred to in the aforementioned law have been met. Aena has appealed this decision and will take the necessary legal action to defend the company's interests. I will now summarize the earnings or the results of 2021 with respect to our activity. In Q2 2021, in the 23 airports, international airports that are part of our international consortiums, and in the 46 airports that we manage in Spain, we exceeded 189 million passengers. In Spain, there were 120 million passengers. And internationally, we exceeded 69 million passengers. In the case of international airport, recovery of traffic exceeded 75% of 2019. This asymmetry in the recovery between Spanish and international airport demonstrates the value of diversification. And in the case of Aena, it shows how right we were when we decided to diversify. Of course, diversification only makes sense if prices are reasonable, which is particularly important at the time at which the international context is characterized by high levels of liquidity, which bear pressure to -- which bears pressure to bear on prices, which tends to go up. In terms of our economic results, we will have to wait until the 27th of April to obtain the information from the first quarter of 2021 -- of 2022. So I'm now going to refer only to 2021. Total revenues in 2021 amounted to EUR 2.3 billion, an increase of 6.7% compared with 2021. On the expenses side, despite the cost containment efforts, there was an increase in the operating expenses of EUR 162 million due to the higher level of traffic and the increase in fixed costs due to the return to service in our airport. In addition, of course, to a sharp increase in the price of energy. The results also include the measures adopted to prevent the pandemic amounting to EUR 113 million. But you know that these COVID expenses in accordance with Law 2/2021 can be recovered through regulated tariffs by Aena. And as regards to 2022, I'm sorry to be jumping from 1 year to the other, but in 2022 in the recently approved charges by the antitrust authority, all the Aena's 2021 COVID costs plus all the costs of 2020, plus the cost of the first 9 months of 2021 will be included in those charges, and they amount to EUR 138 million. Finally, I also want to mention because I think this is important. I should mention the huge effort made by Aena in 2021 because in 2021, we didn't just make the investments contemplated in DORA I, but we also corrected the nonrealized investments in 2020. In 2020, there were many problems to make all the works -- to carry out all the works contemplated. So in 2021, we didn't only execute what we had to execute in 2021, but also what we're spending from 2020. This means that we have met all the commitments contemplated in DORA I, which covered the period until 2021. So in 2021, the company paid for investments to a tune of EUR [indiscernible] million. So all of this led to an EBITDA very much affected by Provision 7 of EUR 645 million, which entailed a reduction with respect to 2020. And the free cash flow rose to EUR 281 million. The net financial debt-to-EBITDA ratio was of 10x, worsening the figures of 2020. And Aena closed 2021 with a negative result of EUR 60 million, which was less than half of the losses recorded in 2020. So I am sorry to confirm that you will -- shareholders will not be able to receive a dividend for their share against the fiscal year of 2021. But I am convinced that the recovery will be consolidated. And therefore, we will be able to reverse the situation and go back to remunerating our shareholders as they deserve. From the point of view of the evolution of our share price, 2021 was inevitably impacted by the evolution of the COVID-19 pandemic. Every single day, it was just impressive to see the fluctuations, not only in the Aena share price, but the share prices of most companies, especially the companies in the -- related to the tourist sector. Shares fell by 2.4% in 2021. We closed 2021 with a share price of EUR 138.8 with a minimum of EUR 126.9 and a maximum of EUR 151.25. So at the end of 2021, the company was worth over EUR 20 billion. And if you look at what happened yesterday, yesterday, the share price was EUR 151.85, and our stock market cap was EUR 22.7 billion. The CFO, before we started the meeting, told me that the share price now is even higher than what it was yesterday. So it would be natural to think that in 2022, the improvement of the pandemic situation, the elimination of restrictions and the strong growth in air traffic will lead to a favorable evolution of our share price, but we shouldn't forget the war in the Ukraine, the rising energy prices, the inflation, the monetary response of central banks. All of these factors introduced many uncertainties. But at the same time, I'm convinced -- personally convinced that the Spanish economy in spite of the difficulties will grow significantly in 2022. Now with your permission, we will show a video on the -- on Aena's innovation projects. [Presentation]

Right. Okay. So then I will now resume my presentation. And I will now speak about our Climate Action Plan for 2021. As you know, sustainability will constitute one of the decisive pillars in the evolution of air transport and in the evolution of airports in the next few decades. I think that Aena tried to anticipate events and our commitment was materialized with the approval of the Climate Action Plan at the last shareholders' meeting. So this is, therefore, the first year in which we are reporting on the plan, and we feel very proud of being, to the best of my knowledge, the first listed -- the first large listed company in the world that has committed to having a separate vote at each general shareholders' meeting on the climate plan. The plan entails an investment of EUR 550 million in the period 2021 to 2030 and will revolutionize our energy consumption model. And you probably know that in 2026, Aena will reach net 0 -- well, by 2026, it will be carbon neutral. And by 2020, it will reach net 0 emissions. We have also taken many steps at the corporate level. In 2021, we created the Sustainability and Climate Action Committee presided over by Irene Cano. It is attached to the company's Board of Directors. And last year at the shareholders' meeting, I announced the creation of Chief Green Officer, Amparo Brea. I will now review the main targets achieved by Aena in 2021 in the environmental domain. You can get further details in the pack you have been given. In 2021, Aena exceeded its emission reduction target by more than 6%, which was established target. And now the total accumulated reduction is at 66.2%. That's how much we have reduced our emissions. During 2021, we maintained the purchase of electricity, 100% guaranteed to be a renewable origin. We also made progress in the commissioning of new photovoltaic installations at several airports in the network, and this will allow us to be self-sufficient through photovoltaic panels. We made significant developments in Lanzarote, and Tenerife Sur Airport. We are also implementing energy efficiency actions and we have also taken steps to reduce third-party emissions, particularly handling companies and airlines emissions. But let me refer to handling, our target is the transition to a sustainable fleets of vehicles and ground handling equipment in 2021. And as we speak, 21% of this fleet is electrified. And in addition, at the end of 2021 in Aena, we had 211 electric charging stations in our network. Our goal is to develop new sources of clean energy, which will be crucial for the sustainability of the airline industry and mobility in general. We want to exceed the objectives proposed by the fifth 455 regulation. With respect to fuel, a sustainable fuel, the so-called SAF, Aena has collaborated in 2021, it's collaborated with groups throughout the value chain to ensure the production of sustainable fuels in the Spanish market and the subsequent consumption. And with respect to green hydrogen, this is going to take slightly longer, but we're also working hard on the first few phases in the development of the introduction of hydrogen in airports. Finally, as regards to the environment, 2021 was an important year in improving the company's water management systems, as the water footprint of all facilities was subject to action plans, which are going to enable us to reduce water consumption in the next few years. Let me now sketch a few brief outlines of the company's future challenges. I would like, first of all, to say that it's very difficult to anticipate the future in an environment which is so volatile. In the bitter aftermath of the pandemic and the accelerated changes in the airport management environment make it advisable to reformulate our strategic priorities to meet the challenges, not only of Aena, but also of all large airports in the world for the coming years. It is extremely difficult, as I was saying, to clearly outline our ambitions in the current environment, which is so volatile. But after having said this, it is clear to us that we must focus on at least 3 aspects. First of all, one of the priorities which is going to take a lot of work. It will be to consolidate the recovery of our business because our business is really heavily affected by the COVID crisis, not only in terms of the reduction in air traffic, but our relationships with airlines, passengers, commercial partners really changed radically. And so when the recovery takes place, it doesn't take place in the same terms as before the pandemic. So we are dedicating a huge effort to recovery, and we are very clear as an axiom that we need to manage to complete their recovery, keeping up a leadership in terms of efficiency and meeting the growing safety, quality and environmental requirements. The second goal will be to prepare for the future by developing internally the necessary competencies for new activities in the future. And this is going to be done basically through innovation and technology. And the third goal, which I mentioned previously, is to become an international beacon for sustainability and decarbonization in our industry. Understood as a sector that needs to spearhead decarbonization in the airline sector. I think I can safely say that within a few years, we will go back to our pre-pandemic economic and financial results. And in this regard, I would like to inform you that the company is currently preparing its 2022-2026 strategic plan, which will be published in the coming months, and which will include details of the priorities I have just indicated. We would have like to present this strategic plan last year. But given the lack of visibility, we decided that it was better to delay its publication because we didn't want to publish something that could become outstated very soon. But now that we have greater visibility, we will present the strategic plan very soon. Well, in terms of the good governance strategy in 2021, our company conducted a review of its corporate governance system to comply with the best practices. In addition, today, we submit to the consideration of this general meeting, a proposal to adapt the company's internal regulations in accordance with low 5/2021, which amends the revised text of the Spanish Corporations Act and other financial regulations in order to encourage the long-term involvement of the shareholders in listed companies. On the other hand, although at the end of 2021, the percentage of women on the Board of Directors was 26.7, at this meeting, we are proposing the appointment of a new female proprietary director. And this very afternoon, we will hold the Board. Our directors meeting at which I hope we will co-opt an independent director to fill the TCI vacancy that arose subsequent to the convening of the meeting. In this way -- well, we will be using the co-opt procedure, which means that we can't really include it as part of the general meeting, which we would have done if we had been able to. So this means that by 2022, the number of female directors will exceed 40%. And the percentage of independent directors will stand at 46.6%. I think that both percentages are very reasonable. And I think that they are in line with the best corporate governance practices that companies seek to meet. Now I would like to inform you that at the end of 2021, the company complied with most of the recommendations of the good governance code for listed companies with 1 exception, which is connected with the directors' remuneration. These remunerations are subject to the regulations governing the public sector, and that's the reason why we can't comply with a code of good governance. Finally, in the realm of corporate social responsibility, I would like to emphasize that in the nonfinancial information statement presented today, Aena explains, for the first time, the extent to which the company's activities are associated with the pivotal considered environmentally sustainable within the framework of the new European Union taxonomy. I will now refer to the resolutions to be submitted to the vote at this meeting. The secretary will shortly provide you with details about them. But now I would like to express my appreciation for the work carried out by Aena Board members, Francisco Ferrer Moreno and Maria (sic) [ Marta ] Bardón Fernández, who resigned in 2021 from their positions. I would like to thank them for their dedication and contribution to the governance of the company. And this meeting will therefore vote on the ratification of the appointment, which was initially made in September and October using the co-opt procedure. The appointment, I was saying, of Raúl Míguez Bailo and Manuel Delacampagne Crespo, who were appointed proprietary directors of the company by the cooptation procedure in September and October 2021, respectively. Their extensive experience in the transport sector and in the economic sphere make them a valuable asset for the Aena Board. Also, Angel Luis Arias Serrano is also leaving the Board after the expiration of his term of office. I would like to thank Angel Luis for his work as a Director of Aena. I've done this in private, too. I'm very grateful to him for his hard work. And I would like to thank him very much for his work, not just as a director because he has very long history in this company. His extensive knowledge of the sector and his positive spirit of collaboration have resulted in extremely valuable contributions to this Board. As a result, this meeting also proposes the appointment of a new director. I mentioned her before, Eva Ballesté Morillas, who will bring her commercial, financial and digital transformation expertise to the Board, which I'm sure will be extremely valuable to us. In addition, given that my term of office as the Executive Director is about to expire, it is proposed at this meeting that I be reelected following a decision I made because I realized that it was not very sensible for my mandate to expire in July. And if I still have the trust of the shareholders, I just shouldn't extend my mandate in a temporary way. So for that reason, we are formally proposing my reelection as a director. Finally, today, you are then to vote on the 2021 Climate Action Plan. So the results of 2021, I have reviewed still reflect a turbulence here. However, despite formidable difficulties, we have been able to improve on our 2020 results, both in terms of our activities results and our financial results. We are, therefore, on the right track. Gradually recovering air traffic with the horizon that for the first time in 2 years is smiling timidly at us. So I sincerely believe that there are reasons for optimism, but I'm also a realist. The war in the Ukraine, energy prices, macroeconomic developments, make it necessary for us to keep a feet on the ground and be cautious. We will be helped by the Airport Regulation Document DORA II in this recovery, which will be our main compass in the next 5 years, providing the stability that is necessary for the recovery of the entire airline industry with the most competitive airport charges in Europe. At the corporate level, as always, we must strike a balance -- a reasonable balance between the immediate present and the long term. I think that in the long term, we have set very ambitious goals that will fertilize the growth and make a green recovery possible. And I would just like to end my speech by sincerely thanking the work, talent and commitment of the team of professionals that make up Aena. Without them, it wouldn't have been possible to overcome this very difficult 2021. And as always, I would like to thank all of you, shareholders, for the trust you unstintingly place in Aena, which we will continue to strive to deserve. I just aspire to keep deserving this trust you have given us. Thank you very much for your attention.

Thank you very much. So let's now get on with the rest of the items on the agenda. So before starting the shareholders and debentures, I would like to give the floor to the secretary so that he can proceed to explain the final attendance results of this general meeting.

Thank you very much, Mr. President. Here, we have 79 shareholders who owns 77,711,344 shares, which is equivalent to 51.876% of the share capital, also represented at the general meeting 355 shareholders or holders of 53,743,164 shareholders, which is equivalent to 35.8275% of the share capital. Of the shareholders present, 23 who hold 1,069 shares have exercised their voting rights remotely. Therefore, the share capital present or represented with voting rights are 434 shareholders who are holders of [ 131,252,713 ] shares, which is equivalent to 87.6351% of the share capital. Therefore, for the final attendance, quorum exceeds 50% of the subscribed share capital for the valid constitution of this general meeting on first call.

Thank you very much, Mr. Secretary. So on the basis of the information provided by the Secretary and as there is a sufficient quorum in accordance with the law and the Articles of Association, I hereby ratify the valid constitution of Aena's Ordinary General Meeting on first call as the legal and statutory requirements for this purpose are met. I used to note that there is a sufficient quorum to deliberate and adopt the resolutions on all the matters included on the agenda of this general meeting. In accordance with the provision of the regulation of the Mercantile Registry, I would now like to give the floor to the notary to address the meeting for the purpose of verifying on his part the possible existence of reservations or protests of any shareholder related to previous statements from me or from the secretary regarding a number of shareholders attending the general meeting, the capital present and represented and to the valid constitution of the general meeting.

In accordance with provisions of Articles 101 and 102 of the regulations of the Mercantile Registry. As a note of the general meeting, I would like to advise the meeting that any shareholder wishes to express reservations or protests about the statements regarding the number of attending shareholders or capital as well as in relation to the valid constitution of the general meeting, you can do so now from this moat using the button that is on the top right side of the screen, and it looks like an envelope. And that will allow you to send your reservations or for attending shareholders, please, can you now come up to the notary's table as appropriate. So it can be included in the minutes. Thank you very much.

Thank you, Mr. Notary. Now we are going to start the intervention time for the shareholders who are physically here. So I would like before they -- I'm afraid I just have to wait a few minutes because -- we have to wait. First of all, sorry, Mr. Notary, I'm sorry, I apologize for not following the correct regulation. So it's the time up. So now I can do yes. Thank you very much, Mr. Notary. So as I said now, we are going to start the intervention time for all the shareholders that are here. I'm pleased before they start intervention, can you say your name and the shareholder or shareholders representing -- they're representing and the number of the shares that they or they represent. And then the presidency will give them the floor, so they can come up to the lectern on the left side of the room so that they can start their interventions. I would ask you, very ask the people who are going to speak to be as concise as possible, and I would like them not to exceed 5-minute intervention, reminding them that request for information should be limited to items on the agenda or other ones that aren't on the agenda, but they're legally appropriate. I also like to inform you that I will answer together and as far as possible, obviously, depending interventions to the issues that you bring up once all the interventions have been completed. So we're going to do it one by one, if possible, personally or, where appropriate, through the Secretary of the Board or through a director or any other person with whom is entrusted by the [indiscernible] as provided by the rules of procedure of the General Meeting. If in the event that for any reason, it is not possible to answer the questions that any of you raise now, the information request that will be provided in writing to the interested shareholder within 7 days after the termination of this general meeting. So therefore, now I would like to give the floor firstly, to [ Mr. Jose Antonio Del Barrio Cormalenejo ].

Mr. President, Directors in the year 2021, although it was even better than the year 2020, it is still a long way away from the year 2019 when you generated profits for EUR 1,042 million, which today are still pending distribution to shareholders. With the COVID-19 pandemic and closing the borders, I would like to request you that apart from the very bad results that we've had in the year 2020 and '21, but I know it's not your fault, but the decision that you made to suspend the payment of dividends related to the year 2019. I would like to say that Aena S.M.E. has not created value for shareholders since they were -- became a listed company. The valuation in the year 2017 was around EUR 180.370; in the year '18, it was EUR 170.50; in the year '18, '19, EUR 175.10; in the year 2020, EUR 170.10. And today -- well, yesterday, it was EUR 151.835. So therefore, you can clearly see that the value is going right down. So with -- so we're at a 20% capital loss. So I have 2 questions. One you already answered because you have a plan, the DORA, which is a 5-year plan. And I really hope, and I truly hope for the benefit of all shareholders, that it really comes off properly. So in fact, if we have profits, so that we can be paid dividends. But then my question is, why have you not paid out the dividend for the year 2019? Because you've had plenty of time to do so. Because you can use your reserves and that you can do this payout to the shareholders because it is actually their money. And finally, I would just like to say that from the beginning of the pandemic, COVID-19, we protect -- only NSA people have been protected. And I would like to request Aena S.M.E. for this year '22 to do that the protected people should be the shareholders. And value should be created for them because the shareholders are the people who support the bases and maintain the company. Thank you.

Well, thank you very much for your -- [ Mr. Del Barrio ]. I now would like to give the floor to the next person who has requested, [ Raul Garcia Sastre ].

Good morning. I am [ Raul Garcia Sastre ]. I represent [indiscernible], who is the owner of 38 shares of Aena. I wanted to ask you if the approval of the airport regulation in the last month could be understood as a guarantee for the Aena workers, specifically for the impact that, that approval has on the company's revenue to the year 2026. Thank you very much.

Thank you. I'm just like to say, are there any more interventions envisaged? Well, in that case, I'm just looking at the panel and the secretary. So what I'm going to do now is to answer the people who have been made their speech here this morning because that's what should be done. And as I said in my previous speech, I will do it not in an aggregated manner because, obviously, there's only been 2 questions, but I will then answer each question individually. With the intervention and the questions by [ Mr. Jose Antonio Del Barrio Cormalenejo ], in fact, yes, the company's profits have fallen. I can publicly say that when I joined the company in July 2018, Aena while you always try to abstractly look at the risks of a company like Aena, and I can assure you that however much imagination I had in my thoughts, I had never included anything like a pandemic. And I really think that it is something that has happened to everybody in this room. The pandemic not only has it caused the terrible effects that have had an impact on the economy, but companies like in, but we're in the real center of the consequence of the pandemic, what has caused terrible effect, the air traffic went right down this company. In the worst month of the pandemic, we had traffic levels which were 1% of the year 2019. And I think, honestly, Mr. Shareholder, that the decision that we made, and without any doubt, I still think the decision was the best decision to not do a payout of the dividend. Well, the 80%, which was the payout that we have committed to, to our shareholders and to the for -- as we say, we had agreed to pay out 80% of the profits. But I think that was a very correct decision. Why? Because initially, at that moment in time, we were -- we wanted to really protect our cash flow. And we also want to be as liquid as possible in a very low interest rate environment to be prepared in case things became even worse. And I think that's what the majority of companies have done. In the case of Aena, we did it with favorable conditions due to the rating of our debt, which is a rating that is a high-quality rating. But apart from that, from the standpoint, which is probably not as practical, but I would also like to say that what encouraged this decision from the CFO, mine and all the members of the Board of Directors because we wanted to protect the value of Aena shares on the medium and the long term. So in other words, and also looking back, which is always much easier to look to the past and to assess whether we made a good or bad decision, I really think that had we paid out EUR 1 of the dividend that corresponded to the year 2019, it would have been very dangerous and it wouldn't have been a very good thing to do. And I think you, as a shareholder, will be benefiting from this in the support on the price of the share, which indirectly causes. And apart from that, it would allow us to have been able to save ourselves for a very difficult time and we're now better prepared than other companies for the recovery. And therefore, as you know that we will be paying -- doing payouts in the future. But I would say it's very difficult in these difficult times with losses, which have been formally audited for the year 2020, 2021 to say that we're now going to have a payout for shares dividends. I know this could be done. But at the moment, the ratios that we have for the net debt compared to EBITDA, not because we have high debt. But basically, because EBITDA for 2021 was low, they didn't recommend that policy. So the only thing I would like to say is that the company is a very sound company, you can see that despite what has happened in relative terms, our share price has done better than a lot of our competitors. And this means 2 things. First of all, that the company is well managed, but the most important thing is that the company has a future. And I would like to say, if you look at the percentages of the evolution of the share price of our competitors, our international competitors, the one with the better performance is Aena also because it's probably the one who's going to recover first and the best. And just like you just make a clarification. And you've said very well when you have mentioned the peaks in the British ways of the share prices historically. But as I said at the very beginning, since the IPO, the company, I think you're probably talking about the initial share price. Obviously, it has a lost value a lot. No, I know you're referring to the peak prices, but you have to remember that the company at its IPO, the share was EUR 58. And today, it's like EUR 151-and-something. So it's probably above our IPO level. So whichever shareholder bought shares at the beginning, they have latent capital gains, but we obviously want that these indirect capital gains through dividends will help us. So you -- the commitment is that the company's payout that is part of our strategic plan, and I obviously don't want to commit myself to any specific, but we will have a high payout in relative terms, we started from 80% and it will still be a hybrid. And I'm very thankful for your comment because I like to listen firsthand at one of these general shareholders' meetings that there are people who they like to publicly express their concerns related to the company's obligation. And we want to do things well as regard to quality and the environment. But just so when we talk about making profits from our owners, which you, our shareholders, I'm very grateful for your comments. We will take this into account. But I also do like the fact that in times of a lot of controversies was that someone like you, who is one of the owners of the company, you claim the company's obligation to reward you as you are worthy of. And so now I would like to go to answer the second intervention from [ Raul Garcia Sastre ]. You asked me about DORA, yes, there you are. Yes, I can see you now, sorry. You asked me about DORA. DORA, like everything in life, obviously, the Aena's proposal, I think in technical terms, it's very similar, especially when we're talking about the traffic levels, seems very similar to the proposal, did it like the -- what the CNMV took into account. And I think it would be considered approved because we didn't -- well, if we had the more ambitions, it would be in the evolution of the airport charges or rates, we -- we're still a very clear exception in Europe where the airport fees or charges, obviously, the debts are going up. But in our case, we are going to freeze it, as I mentioned earlier. At the moment, we're thinking -- well, the government is considering that they're reviewing the public works costs, which obviously, we have to recognize with our contractors. So there's a general reflection about the impact of the increase of raw materials in all our contracts. But of course, obviously, we have a maximum of 0% of nominal growth of the [ EMAP ], which means the airport tariffs after technical adjustments. But having said that, and as always, this is something normal, when there's a dialogue between the regulation, those regulated and we wanted rates to go up because, obviously, we have unitary costs have gone up. We have more requirements for safety, for the environment, for quality. But lots of other trends that had started even before the pandemic. So I would like to say that if you value the evolution of these charges and rates, not in nominal aspects and not in just real respects, but also if you apply the methodology of the rates, well, ours have gone down, in fact. And so having said that, I think that DORA is a really good regulatory framework. It's a good regulatory framework that contains the investment. It's very realistic in the expected evolution of the air traffic and it will ensure that the company continues to be efficient. It continues to be a company, which has high quality standards with the operations level and with the environment. And we have sufficient capacity to make sure that we can fit in the future demand of airlines. So I think that's good for Aena. I think it's good for the industry, and it's also very good for Aena's workers. Why? Because over the next 5 years, as you said, we have now sketched out our plan or compass. And what we always say, we put in a lot of effort and a lot of efficiency. So we want to try, obviously, within this minimum freedom that we have to change things, we want obviously to maybe the macro economy a lot should help us, too, but we would think that all this provides stability and continuity for the jobs and for our workers. Thank you very much. And now, therefore, I would like to go -- can we start the voting? I don't know if it's the secretary or the notary. So now let's proceed to the voting. And as we know, the turn of intervention is ending. So now I would like to start the voting for the proposals for resolution that the Board of Directors subject to this meeting. To organize the voting, I would now like to give the floor to the Secretary.

Thank you very much, Mr. President. We shall now proceed to vote on each one of the items on the agenda. Just a few comments. The general meeting is informed that in accordance with the provisions of the regulatory meetings, the proposals for the resolutions are considered to be read in full for all purposes, as have been provided on the company's website. And without prejudice to that, I will do a summary of each item to enable the voting and also for the super recording in the minutes of the proposals for region. I provide you the note or the document that includes them. Likewise, the General Meeting is informed that in accordance with the provisions of the regulatory meetings for voting purposes, all attending shares will be considered favorable vote. Once the votes corresponding to the shares whose holders have voted against, blank or have expressly stated their abstention. We've finally asked the shareholders who intend to vote against, blank or abstain and haven't done so through now, can they do it now through the application that's been enabled for this purpose if they are attending remotely or if they're physically in the room, please could they go up to the notary's table if they haven't done it already and deliver the voting cards that were provided to them at the entrance to this general meeting? And on this card, they must expressly indicate their vote and the notary shall record such votes in the minutes. Now I shall now continue the -- when we go through the -- I shall now briefly summarize the proposed resolutions that being put to vote, and I will leave a few minutes afterwards should any shareholders, whether they're in person or if they remotely have time to go to the notary and explain that. So in order, the first item is the examination and approval, where appropriate, of the individual annual accounts and also the individual management report of the company corresponding to the year ended December 31, 2021. We shall now proceed to vote. The second examination and approval, where appropriate, of the consolidated annual accounts and the consolidated management report of the company and its subsidiaries corresponding to the year ended December 30, 2021. We should now therefore proceed to the vote. Third, it's the examination and approval, where appropriate, of the proposal for the appropriation of the company's results for the year ended December 31, 2021. We shall therefore proceed to the vote. Fourth, examination and approval, where appropriate, of the statement of nonfinancial information for the year ended December 31, 2021. We shall therefore proceed to the vote. Five, the examination and approval, where appropriate, of the social management corresponding to the year ended December 31, 2021. We shall therefore precede to the vote on this item on the agenda. And six, appointment of the external auditor for financial year 2023. We shall therefore proceed to the vote. Seven, composition of the Board of Directors, ratification of the appointment, our reelection of directors as appropriate. 7.1. Ratification of the appointment by co-optation of Mr. Raúl Míguez Bailo as Proprietary Director. We shall therefore proceed to the vote. 7.2. Ratification of the appointment by co-optation of Mr. Manuel Delacampagne Crespo as a Proprietary Director. 7.3. Reelection of Mr. Maurici Lucena Betriu as Executive Director. We should therefore proceed to the vote on this item on the agenda. 7.4. Appointment of Ms. Eva Ballesté Morillas as Proprietary Director. We should, therefore, proceed to the vote on this item. Eight is the modification of certain articles on the Article of Association, the articles 14, 15, 17, 18, 20, 25, 27, 31, 44 bis and 50 of these articles associations. And each one of the sections will be subject to 8.1, is a modification of Article 14 and 31 that is subject to now to the vote. 8.2 is the modification of Articles 17 and Article 50, which will, therefore, be voted on. 8.3 is a modification of Article 15, 18, 20, 25, 27 and 44 bis. We shall now, therefore, proceed to vote on this. And the ninth point is the modification of Articles 8, in this particular case, in the powers of the General Shareholders' Meeting 8, 11, 13, 19, 42 and 43, which is now being put to the vote. 10, authorization to the Board of Directors with the power of substitution for a maximum period of 5 years from this date to issue bonds or other securities that recognize or create a debt up to a maximum of EUR 5 billion or its equivalent in any other currency and to guarantee issues of such securities made by other companies of the group. We shall, therefore, proceed to the vote on this item on the agenda. 11, vote in an advisory capacity of the annual remuneration report of the Directors corresponding to the 2021 financial year. We should therefore proceed to the vote on this item. 12, voting in advisory capacity on the updated report of the Climate Action Plan for the year 2021. We should therefore proceed to the note. 13, delegation of powers to the Board of Directors for the formalization and execution of all the resolutions adopted by the General Shareholders Meeting as well as to replace the powers it receives from the meeting and to be converted to a public instrumenting interpretation, correction, complement, development and registration. We shall therefore proceed to the vote on this item. And with these 13 items, the voting is now concluding, likewise in accordance with the provision of Article of 528 of the consolidated [indiscernible] of the capital of companies like this general meeting is informed that the Board of Directors had approved the modifications to the regulation for the Board of Directors dated April 28, '22 and February 22, 2022 as a justification and new tech that result from the specific documentation on this matter, that has been made available to the shareholders before this general meeting. I would like to remind you that there is no need to proceed to vote on this item. Now we have finalized the voting system related to this. I would now like to give the floor to the President.

Thank you very much, Mr. Secretary. Dear shareholders, once the voting period has ended, I am now informed that all proposals for resolutions have had sufficient votes requiring a number of shares like greater that legal or such are required for the valid approval of the resolutions. Accordingly, I hereby declare that all proposals for resolutions on all items on the agenda that have been detailed by the Secretary have been approved. Before ending the Board, I would now like to give the floor again to the Secretary.

Thank you very much. I would just like to remind you that the approved resolutions and the results of the votes will be published in full on the company's website within 5 days after the end of this general meeting. Finally, we inform you that the minutes drawn up by the notary will be considered the minutes of a general meeting, and it is not necessary to proceed with its approval in accordance with the current rules and regulations. Thank you very much. And I will just again give the floor back to the President.

Thank you very much, Mr. Secretary. Well, before I declare formally this general meeting adjourned, I would like to thank you on behalf of the Aena Board of Directors and on my own behalf, as I've done before, for you attending this general meeting. And I would like to specifically thank you to all those people, those who are here present and those who are connected remotely because we would like to thank you for your great belief as shareholders in Aena on a daily basis. I said this earlier, our ambition is to continue to be worthy of your trust. Thank you very much. The meeting is adjourned.