Cellnex Telecom, S.A. ($CLNX)
Earnings Call Transcript · April 30, 2026
Earnings Call Speaker Segments
Óscar Fanjul Martín
ExecutivesGood morning, ladies and gentlemen. I'm happy to welcome you to the Annual General Shareholders' Meeting of Cellnex Telecom, both of you who are here in the room as well as those who are participating through telematica systems and those who are following the streaming. We are holding this General Shareholders' Meeting at the second call or the approval of the annual accounts of fiscal year 2025 and the rest of the proposals according to the agenda. I would now like to give the floor to the Secretary to read the call and the provisional forum and the rest of information on the General Shareholders Meeting. Thank you.
Xavier Pujol Tobena
ExecutivesGood morning. And following legal formalities in Madrid, 11:30, April 30, 2026, General Shareholder's Meeting has been held at 11:30 at Paseo de la Castellana #81. The meeting has been called due to a decision of the Board of Directors. And the call was published on March 27, on the website of the Spanish Securities Committee and in the newspaper El Economista, according to the Spanish legislation, given that the call is long. And as I mentioned, it's been published back in March 27 unless any of the proposal be read according to the bylaws, and the Board of Director -- well, the Board of Directors agreed to provide telematic assistance for the participation and attendance that allow real-time participation of the meeting as well as telematic voting for all the participants in the call. You can check the use of such a mechanism. And in the website of the company, you can find the instructions for telematic systems. Additionally, and notwithstanding and the prep -- what we mentioned previously, shareholders have been able to exercise their rights through telematic means prior to meeting and the call. It is expressly mentioned the shareholders have the right to receive all the documentation that's linked to this meeting. And it has been provided to those who have requested as well, all the information and documentation linked to the General Shareholders' Meeting has been available to all shareholders since it was called back in March 27, both in the headquarters as well as on the website of the company. And last, I'd like to mention that shareholders who are present in this room will find in several places, QR codes. And to have information to all the -- have access to all the information of the meeting in the application. You can also see the full text of all the elements that are going to be voted today. I would also like to mention that the President AGM has -- the notary public, [ Mr. Rodrigo Denadregi ], that has been called by the Board of Directors to generate the minutes in accordance to Article [ 2003 ] of the company -- Spanish Companies Act on assistance and according to the call of the meeting. At 10:30, we have closed the process of telematic assistance and a few -- in [indiscernible], we closed the number of participants that have -- that are assisting this meeting physically. And adding up votes of those shareholders present and those by proxy, we are able to declare open this General Shareholders' Meeting. Notwithstanding the fact that they will keep on accepting the participation cuts of shareholders until we formally create the list of assistance. According to the latest information, a quorum at the start of the Annual General Shareholders' meeting is as follows: 324 shareholders present or represented that account for [ 892,587,710 ] shares that account for 87.13% of the equity of the company president.
Óscar Fanjul Martín
ExecutivesWell, taking into account the data provided by the secretary, the Annual General Shareholders' Meeting is opened. In accordance with the rules and regulations of the Board at the table of the Annual General Shareholders Meeting of Cellnex Telecom are made up by the present myself, the CEO, Mr. Marco Patuano; the Secretary, Mr. Xavier Pujol; Deputy Secretary, [ Mr. Martin Lias ]; and the Notary Public, [ Mr. Antonio Leger ]. President and Secretary of the meeting -- of the General Meeting is going to be myself as President, and Xavier Pujol, who are also the members of the Board. The agenda is include my presentation and the CEO's presentation. Next, we will have a Q&A session. For those shareholders who wish to participate, to request the clarifications on the information they might require. To the shareholders who wish to participate in the room from this moment and until the end of Mr. Patuano's presentation, please, you can go to the table for the Q&A session. In such a table, you would need to provide your information and explain the topic of your intervention. Those shareholders who would participate will have to request this -- your participation on the table. If you wish it to be fully included in the minutes, you will have to provide a text to be checked and included in the minutes. We have no participants -- telematic assistant shareholders. Mr. Antonio, [ Mr. Don Rodrigo Antonio Regi ], the Notary Public, is here to generate -- create the minutes of the meeting. And next, I would like to give the floor to the notary.
Unknown Attendee
AttendeesThank you. According to the request made by the company, Cellnex Telecom SA, in March 27, 2026, I would like to make the following comments in accordance with Article [ 203 ] of the Spanish Public Companies Act. In accordance with what's established by Spanish legislation, I would like to ask the participants, if and there's any protest on all the manifestations on the number of shareholders attending the meeting and the capital present or represented. There has been no reserves on the comments made by the Secretary on the number of shareholders attending the meeting and the capital present admitting.
Óscar Fanjul Martín
ExecutivesI would like to now start my presentation. 2025 is my first full year as President of Cellnex and with the CEO, we would like to share the main milestones and events that have marked the life of the company throughout the year. I would like to inform on the work of the Board of Directors and will make some general comments on the objectives and the performance of the company, Marco Patuano, will elaborate on the performance of the company in 2025. One year ago, I addressed you first time as [indiscernible], made some commitments that I would like to say have been met and in fact, before what we expected in the Capital Markets Day in 2023. In 2025, we presented some changes in the structure of the Board. And in this meeting, we would like to share with you some of the changes that we expect you to approve. And we have -- we expect it to have the right structure to achieve our objectives. Of course, we comply with all the legal regulations, even if sometimes they might not seem the most appropriate one and we follow the recommendations when we believe I should and we believe we have a Board that meets in the most strict international regulations, recognized by the high percentages of approval that we can -- that we have one attending to this meeting. It is -- well, a good governance way of explaining the relationship between those who manage the company and those who trust them, which is shareholders, the shareholders. That's the criteria with which the Board works and with which we measure our performance and changes in governance models. And the most important change in the governance model that we will like to be -- to approve this year is to reelect the Board members. It's a Board that it's renewed every year. It's not a weaker. The Board is a more responsible Board. It's more accountable towards the shareholders, the markets and itself. This model is usual practice in most international markets, and it's the one that Cellnex would approve today if you shareholders vote in favor of this proposal, which does not mean that there's going to be less stability in the structure of the Board require the opposite. We believe there's a learning process. And when we appoint the Board member, we expect them to follow the company. And a company of the company in the long term, we believe that the mix of those companies that know the company well have gone through several life cycles. It's a great asset. The only meaning of this proposal is that each year, we are subject to the vote of shareholders and the other ones that should decide. We have also consolidated in 2025, a model, a remuneration model based strictly on performance. After 2026, shareholders will approve previously the remuneration of the CEO and the management team linked to action plans. And we commit to publish the metrics of these incentives in the long term at the end achieve cycle in a transparent way. Board members since 2025 also received part of remuneration in shares, reinforcing in such a way the link with the shareholders. These aren't just formal commitments, but decisions -- deliberate decisions that show the type of company that we want to become aligned with the interest of our shareholders with the new appointments that we'll propose next. We will also ask you to approve the reelection of 8 Board members. Each of them has been assessed by the Board and the Retribution & Sustainability Committee, and the proposal of reelection is the result of such a process. Marco Patuano is chosen as executive, as CEO, and his reelection is linked to the practices of the Board. A company and requires a management that is able to execute the objection of the company in the long term, Christian Coco, Jonathan Amouyal are elected as Board members and the [indiscernible] of edition and TCI, respectively. Their continuity reflects something that no governance document can show the trust of the 2 main institutional shareholders at Cellnex. And the path that this Board has chosen and the project we are sharing with you today in terms of independent board members. We have Marieta del Rivero, Ana García Fau, Maite Ballester and Dominique D'Hinnin, each provides to the Board a differential profile. The process of reelection has shown that their contribution is still pertinent and needed for the phase that Cellnex is phasing. The criteria, it's not continually for its sake. But actually, the contribution of each Board member that reinforces the Board of Directors to be able to counsel and guide. Today, we're also proposing the approval of 2 new independent directors. And I would like to explain the reasons behind those 2 proposals, Cynthia Gordon spent 3 years building and transforming telecommunication operators in very different scenarios and geography. Cellnex operating today in 10 European countries. Our ability to create value relies in how we manage that complexity. And Cynthia provides the Board something that just figures cannot capture the criteria of those who have made the difficult business decision in difficult context. Kais Ben Hamida has been the Financial Director in very demanding markets like France and the Middle East. And he has participated in mergers and acquisitions in environments in which capital [indiscernible] competitive advantage. Cellnex is at a point in which it has to optimize its balance. Kais reinforces precisely the ability the Board needs to be able to monitor those decisions with rigor. The Board and the proposals that we are presenting today, 8 reelections and 2 new appointments. It's a proposal that aims to provide a new structure to this Board. If approved, we will have 12 members, 12 nonexecutive, 2 that are independent and 2 women and 2 proprietary. This is the structure of a Board that's ready for our future. And while the context does not simplify technology, acceleration, geopolitical pressure and capital markets in Europe, create a context in which consistency and transparency have become strategic assets. Companies that generate trust in difficult times have real advantage, and Cellnex wants to be one of those companies. From a business perspective and notwithstanding the fact that the CEO will elaborate on it, we have identified 2 key vectors of growth: densification and quality of the network and security and defense on the other hand. First, the density of networks and the increased amount of quality open a space for growth that's especially relevant. The so-called indoor solutions being transportation infrastructure, sports and cultural venues as well has densified urban areas require a deployment of mutual infrastructure. So operators can offer their clients the quality of services they are demanding. And that's, in itself, the natural environment for Cellnex. Second, and I would like to highlight this aspect, we truly believe that infrastructure -- communication infrastructures should be part of expenditure plans of Security and Defense, which will be the priority of any government. We should remember that Cellnex is already in several geographies and designated critical infrastructure. And we provide essential services to the police, the military, medical emergencies through our networks, through our PPD networks. We provide the assistance to systems such as the medical emergency system of Catalonia, and the firefighter civil protection networks in Italy and TETRA and DMR networks in Poland, Portugal and the Netherlands, just to mention a few examples. And over 100,000 locations are a strategic asset that's been called to complete the defense and security infrastructures in Europe, which is a company that has Mr. Rutte, the Secretary General of NATO, is not in a war, but is not in peace either. And that's why we have constant conversations with governments and companies in the sector to make the most of joint development opportunities. And beyond those 2 factors, it is important to mention our backlog and sales close is the one that guarantees the transparency of our revenues. Of course, we must comply with everything included in our long-term contracts. And that discipline -- contractual discipline is the base for everything else. The combination of those 3 elements: densities, security and defense and robust backlog, place Cellnex in a privileged position to keep on growing. Of course, I would like to mention one aspect of the performance of the company we are not happy with. And I'm talking about, of course, the price of our shares in the markets. So despite we have met the objectives, this has not been accompanied by the behavior of our share price. Today, the share price of our company is much below its intrinsic value. That's linked to our plans and the -- the plans that we are missing and that we will keep on meeting, that's why we started a buyback plan that we will continue in 2026. While there's a difference between the share price and the intrinsic value of the company, believe me when I say that we believe this is a very important topic, and it is today our clear priority, and that's a solution we are committed to. Both capital profitability and giving that value back to our shareholders through dividend and share buyback is one of our objectives. We are meeting the objectives and the commitments made to our shareholders by reducing our debt and starting to generating free cash flow that will grow in the next few years that -- and will start being noticeable in 2026. A cause for the behavior of this market, it's clearly the concern on the consolidation that operators might have and the consolidation of operators that might have in our company. We believe that, that pessimistic view is wrong as what can be seeing in the countries in which this consolidation has taken place. We have agreed with operators higher volumes of network density extending the life of our contracts and reinforcing those contracts. We have negotiated, understanding the needs of operators, looking for mutually beneficial agreement because consolidations are linked to improvements in the services of operators. And so in greatest investment and density. So more investment and higher quality, which is an advantage for both clients and companies. Consolidation will not be justified unless those objectives are met. Our trust is that seeing the markets we follow and meeting our free cash flow generation and giving back to our shareholders, the view of the markets will change. We only need persistence and do what we promise. Ladies and gentlemen, our shareholders, Europe needs a neutral infrastructure that is well governed. And Cellnex can be a reference as well as paying to our shareholders according to our commitments, and it will be able to do so not just thanks to its size, but also given the quality of its decisions, the strength of its covenants and the coherence of its purpose. This Board works to make sure that positions is not just an aspiration, but a reality that can be proved every year to our shareholders. I would like to end by thanking the effort made by all those who work in Cellnex in the countries in which we operate, and we want to thank them for their commitment and their excellence in meeting their obligations, ahead of which we can find Mr. Marco Patuano, our CEO, who leads a very important transformation process that started since he was appointed, and that will allow us to grow in a profitable way and in a sustainable way in the future. I would also lean to thank the work of the directors in a year that has been very demanding. And I would especially like to thank the President of the 3 committees whose work is essential for the Board. And in my opinion, and for me, personally, they are of a great support. Thank you very much.
Marco Emilio Patuano
ExecutivesThank you. Thank you very much. Thank you, Mr. President, Directors. Ladies and gentlemen, shareholders, Cellnex team, journalists, dear friends, it's a pleasure to be with you once more to explain the performance of 2025 and what we're doing. And to do so, I would like to announce my presentation on 3 blocks. In the first one, I will briefly review the exercise, the fiscal year and the results we are showing today. And second, what we're doing to ensure value generation and organic growth. Third, our industrial view, the geopolitical context and how we expect to get the most of our position as infrastructure and communication infrastructure leaders in Europe. In 2025, [indiscernible] has been a turning point in the transformation of Cellnex. We had solid organic results with an increase of our revenue by [ 8.9% ] of EBITDA after lease, the free -- real current free cash flow was 11.5% organically. The improvement of free cash flow has confirmed the robustness of our organic growth and constant progress of the operational efficiency of the company that has allowed us to improve all our financial indicators. We have proved that growth, financial discipline, value creation for shareholders can go hand-in-hand. For third year in a row and in each and every one of our quarters, we have met the objectives we have announced. All the indicators in the year have been aligned with the forecast that we have communicated to the markets. Results show a constant organic growth, reinforce profitability and the acceleration of our free cash flow generation. We have kept on advancing in our transformation agenda by combining operational excellence and financial strength. This has reinforced the position of Cellnex as a leading telecommunication infrastructure operator in Europe. And besides, as mentioned by the President in his intervention, we have increased and accelerated the remuneration of our shareholders compared to our original objectives. Now by business line, telecommunication towers, which is the core -- the activity of the group, generated EUR 3.2 billion in revenues with an organic growth of 0.5% -- 5.5% pushed by contractual escalators, and the activity is linked to a PCI solid -- while the integration of the build-to-suit entities and points of presence grew by 4.5% and it actually grew in every market, which shows sustained commercial activity. Co-locations grew by 2.4%, bill-to-suit contributed with 2.2% and the churn rate was still low -- increased 0.2%. All the countries closed the year with positive data, with an average increase of our portfolio of around 2% year-on-year, even in markets that are in the process of being consolidated. Quarterly performance have shown the sustained dynamism of the business throughout the year with a progressive acceleration of the creation of points of prices in terms of high-density indoor systems or minimal DAAs, small cells and run as a service and other network services contributed with EUR 222 million with an organic growth of 4.9%. Broadcasting provided EUR 264 million with growth of 1.9% in the year that was marked by the renewals of long-term contracts, which shows our essential presence in telecommunication and networks of the operators. Network connectivity and storage generated EUR 234 million with a growth of 16.1%, mainly due to the deployment of the Nexloop fiber project in France. Good results of the company, while linked to improvements in customer satisfaction results that go to all-time high levels with customer satisfaction score of 8.3 out of 10. I would especially like to mention the use of artificial intelligence. It's used in our operational processes, it's already providing very positive results. Cost of staff per tower were reduced in 1.9%, maintenance cost reduced by 1.4%, and in general -- and general expenditure were reduced by 4.1%. The improvement of data and the deployment of our operational systems based on artificial intelligence improved visibility and precision and trustworthiness of our processes. And thanks to the use of artificial intelligence, we've been able to improve the efficiency of leases through the progressive purchase of land. This allowed us to control in a better manner, long-term cost, and it has helped us consolidate our subsidiary linked to the management of Celland as a key platform for value creation within the group. As a consequence of all the previous aspects, EBITDA margin improved by 160 basis points in 2025, which shows that our company is in its way to reach ambitious profit objectives. From a purely financial perspective, we have reduced debt, and we are in a path to bring it to under 6x EBITDA of cash flow generation, which was one of our main objectives in the Capital Markets Day of 2024 has allowed us to anticipate and increase the remuneration of our shareholders. In 2025, we announced a buyback project of up to EUR 800 million. And then in November 2025, we added an additional EUR 200 million to their program. And additionally, as mentioned yesterday, the dividend of EUR 250 million in January this year is the first part of the remuneration that will be paid out in 2026. And the second payment of EUR 250 million is expected to take place on July 15, 2026. I would like to especially mention sustainability, although today, there is a trend to reduce or not pay enough attention to ESG indicators. We and the Board of Directors are still fully committed with the objectives we set. We have been able to make sure that 100% of the energy we use is screened. We make all of efforts to improve in all the indicators that are linked to the governance of the company and its ethical standards for treatment and to employees and suppliers and also improving our diversity policies as can be shown by our presence in main sustainability indexes, but we are aware of the fact that we can still improve. Especially, we'll have to be able to have more women in management positions. I would like to finish this block by mentioning our model. We have been able to optimize our portfolio through a disciplined assignment of our capital and divestment aligned with our strategic plan. So as a summary, dear shareholders, the main financial and industrial indicators of the company are extremely healthy and stable. Please now, and dear shareholders, allow me to talk about the present. Not what it was, but what we are building for the Cellnex of tomorrow to be even more robust. At the beginning of this year, the Board approved a new organizational structure. But I would like to make it very clear what that means and what it does not mean. It is not an administrative adjustment. It is a strategic decision, simplified in order to accelerate focus in order to grow. The new structure is articulated around 4 corporate units: finance, operations, strategy and corporate affairs; and 5 units in geographic clusters: France; Alpine, Italy and Switzerland; Iberia, Spain and Portugal; and north of Europe, which is U.K., Poland, Denmark, the Netherlands and Sweden; and a new pan-European vertical solutions unit. This architecture allows to concentrate on the most important element. The strategic priorities, which have a greater impact for the group and for the shareholders. We have invested more than EUR 43 billion in the last decade. It is the largest bet on digital infrastructure in Europe that has been carried out. Nobody in Europe has built what Cellnex has built. And now we come to the point to develop that investment, to leverage that investment. We are not growing in our perimeter, but in depth. And we now can expand and we also can generate sustained value in the long term. And the results for 2025 are testimony to that. Europe. Europe enters the hyperconnectivity area, artificial intelligence, 5G, 6G, connected mobility, defense and resilience, all those technologies have one thing in common. They rely on a physical network, which is a real one and a resilient one. Without towers, there is no coverage. Without coverage, there is no connectivity. Without connectivity, there is no digital transformation. And without digital transformation, Europe loses competitiveness of powers. The investment gap is estimated at around $100 billion in the next 5 to 7 years. It is not an abstract figure. That's a difference between a Europe that leads compared to Europe that follows. And Cellnex wants to be part of the solution. We are ready to accompany the next investment wave. The consolidation of the operators is a phenomenon that we follow up very attentively. The large operators are investing more. Competition goes from price to quality. And that is good. It is good for the consumers. It is good for the industry. It is good for Europe and for Cellnex. But consolidation cannot translate into legal uncertainty. And I want to be very clear in this respect. Our contract, what we call MSA or LLA, are commitments that have been negotiated for years, signed with transparency, with full awareness of the implications for all parties. They are not just small letter. They are the backbone of the model. Clauses like all or nothing consent rights, the 10-, 15-, 20-year deadlines. Those mechanisms are -- do not protect Cellnex. They exist because infrastructure requires certainty in order to attract long-term capital. And when capital does not have certainty, it becomes more expensive. And when it becomes more expensive, Europe invests less, and nobody wins. What has happened in Spain and the U.K. shows that the model works when principles are respected. In the case of MasOrange in Spain, we reached an agreement that presales value for Cellnex and contributes real flexibility to our customer, an agreement that is already generating results, exceeding the initial expectations by both parties. In the U.K., the merger of Vodafone and Three has generated a promising environment for investment. Respected contracts, new opportunities for redensification in a rural area and internal connectivity. That is the benefits. When you comply with the conditions and the requirements and you respect the contracts, everyone is benefited. So this is an opportunity for our regulatory framework. According to GSMA recent report, more than 500 licenses will expire in Europe in the next decade. The reform of the renewal policy could release up to EUR 30 billion in additional investment capacity. This is not a technical discussion. It is a strategic opportunity that Europe cannot miss. And Cellnex wants to be an active part of this conversation, not just as a stakeholder, but as an industrial player that is able to mobilize capital, deploy infrastructure, invest and cobill together with the operators and networks at Europe needs. We have spoken about Europe a lot. But I think that we should speak even more about Europe. We are going through moment of reconfiguration of the world or the technology. It's not just a question of companies. It has become a question of nations. The digital infrastructures, either towers, fiber, network nodes, are strategic assets at the same level as roads, ports and grids. The one who controls digital infrastructures controls the capacity to communicate, to compete and of course, to defend. The world is organized around technological blocks. The U.S. and China are leading the race for AI, quantum computing, the new generation networks. And Europe, Europe has a talent as an industry more than anything has the values. What we need is political will and industrial structures that are able to execute at the scale of this challenge. Cellnex is one of those infrastructures. And Europe should support the European groups like Cellnex that, apart from contributing to protecting the value that Europe represents, can compete in a global environment without losing sight of their European routes. We are the largest operator of this type of infrastructure in Europe. We're present in 10 countries with more than 100,000 towers and 180,000 presence points. We are connected to all the relevant operators in the continent and with a neutral and independent model of operation, without conflicts of interest at the service of every customers alike. This model is not just a competitive advantage. It is a contribution to European digital sovereignty because when infrastructure is in the hands of an independent player, you prevent dependence on just one player. You guarantee access, open access and nondiscrimination, and you reduce the systemic risk of the digital ecosystem. So this is what it means to be a neutral operator. It is not a technical concept. It is a position. We are side-by-side with competition, with openness and with European concept. Allow me to be honest about what Europe needs. They need legal certainty, contracts have to be respected, not just as a favor, but as a structural condition to attract long-term investment. Cellnex has committed more than EUR 43 billion based on clear and stable agreements. If those agreements are questioned because of the commercial pressure, political convenience or the temptation of our unilateral renewal, that private capital for the long term will withdraw. And without that capital, Europe will not close that investment gap. Second, regulatory framework that rewards investment. The renewal of the licenses are a very powerful tool. The same as having clear rules for the redesign of the market for operators. If operators invest more in the network, Cellnex will invest more in infrastructure. And that's a multiplying effect, which is huge. And the final benefit is for the European citizen that gets better coverage, better speed, digital services more -- which are more advanced than at a good price. Third, new needs require new answers. Europe has connectivity challenges that are not fully solved yet. The railway corridors and the road corridors, the large facilities, energy resilience of the networks, defense and security, the connectivity for those users, the coverage of rural and remote areas that today is an equity debt that we have, and that is unacceptable. Cellnex provides infrastructure and the knowledge to solve those challenges. But we need government and European institutions to define the framework clearly and to commit the necessary resources that they recognize infrastructure companies as what we are, which is strategic partners of the European digital agenda, not just low-cost suppliers. The model of our business has developed. Cellnex should not be perceived as an outsourcer of asset portfolios. We should be recognized as what we are, which is a technological partners of the operators, of our customers, of the governments and the European digital economy. And that involves a continuation of our investment in next-generation technologies, in network solutions for applications for AI, energy efficiency because sustainability and competitiveness do not oppose each other, they reinforce each other and also in the training of digital talent in the markets where we operate. Ladies and gentlemen, dear shareholders, Europe needs industrial champions, not national champions who are protected by artificial borders, but European companies that are able to compete at a global scale to mobilize private capital in the long term, to execute with excellence that -- and that's what European citizens deserve. Cellnex aspires to be one of those players. We have the assets, we have the experience, we have the team and we have the ambition. What we request from Europe and from its governments, institutions and investors is that they trust in our model, that they respect the agreements and that they bet and promote investments. And what we committed to do was to keep back what we have always offered: quality infrastructure, disciplined management, sustainable growth return for investors and value creation in the long term. I would like to close with my gratitude. I would like to thank you, dear shareholders, for your trust and your support; to the Board for the commitment and the work; and to all the Cellnex professionals in 10 countries whose daily work makes it possible everything that I'm telling you today. Analysts, investors, journalists, regulators, national governments, European organizations, thank you very much. Thank you for this permanent dialogue. We continue to build together. Thank you.
Óscar Fanjul Martín
ExecutivesThank you very much, Marco. Now before we start the Q&A session in accordance with the good governance call for listed companies, I'm going to inform you about the degree of follow-up of the recommendations of the Stock and Exchange Commission recommendations. As it is encompassed in the report on corporate governance for the year 2025, Cellnex complies with almost all the recommendations of this ethics code. There's only one, recommendation 48, that we do not fulfill. And excluding all the other recommendations that were not applicable to the company in 2025. Among those, because we -- the company was not controlled by another institution, not having exercised any shareholders the right to supplement the agenda, not having premiums for attendance to the AGM and not having no many directors. And the only recommendation that we do not fulfill, which is recommendation 48, establishes that the high capitalization companies have appointments and separate appointments and remuneration committees. Regarding that, I would say that the sustainability appointment and remuneration committee is just one because we didn't consider it necessary to have separate ones because the current committee is able to carry out both aspects in a unified way. I turn the floor over now to the Secretary, who is going to read the data about the quorum and attendance.
Xavier Pujol Tobena
ExecutivesThank you very much. The final data regarding attendance are the following: 76 present shareholders who own 85,469,000 shares that represent 12.52% of the share capital, and 256 represented by proxy with 507,400,000 shares that represent 74.4% of the share capital. So among all, we have 332 shares -- shareholders that are holders of 562 million shares that represent 86.82% of the share capital of Cellnex. The final quorum will be published in the web page and in the minutes of this meeting in the next 4 to 5 days. We also state that the treasury stock are in the amount of 13,680,000 shares representing 1.71% of the share capital. All as a consequence of the execution of the repurchase agreement of shares that was communicated in November 2025 with the purpose to reduce the share capital of the company through amortization of acquired shares, which will be carried out according to the capital reduction agreement that was agreed this AGM. According to the article 48 of the company's law, the treasury stock has been calculated as part of the attendance quorum for the holding of this AGM, but treasury stock have a suspension of the voting rights and also political rights. So they have not voted in this AGM. Dear President?
Óscar Fanjul Martín
ExecutivesIn light of the data that has been appointed, we ratify that this is a validly convened AGM in its second call.
Xavier Pujol Tobena
ExecutivesNow we open up the Q&A session, the turn of interventions according to Article 17 of bylaws. The interventions of those requesting to take the floor will be done in the order in which they are called. I request that you state whether you are acting on your own behalf or on behalf of other shareholders. In order to facilitate the development of the meeting, once you conclude your intervention, we will answer one after the other. To all the questions, all those requests of information that cannot be answered here will be answered in the next 7 days as contemplated in the company's law. So we have -- we can declare the Q&A session closed.
Óscar Fanjul Martín
ExecutivesSo after clarifying all the questions, we go on to the next chapter.
Xavier Pujol Tobena
ExecutivesAccording to the requirements of the call and according to the instructions, we close the voting process of those remote attendees for the items in the agenda, which were open up to now, although no shareholders have connected. Votes in favor will be considered those to all the shares that are present in person or by proxy. And those are both against or want to abstain, they will have to make it clear right now by coming to the floor so that the notary public can take note of it. And we have processed all the votes that have been received so far. Both those that were submitted remotely and those that are extracted from all the channels that have been made available. Now, at the request of the Chairman, I will make a summary of the proposals that are submitted to consideration of this AGM, and I will show the voting results close to -- with abstentions and everything. There's shareholders that are attending in the way that I have indicated. Item 1 of the agenda, approval of the annual accounts management report and financial information. Corresponding to the fiscal year ended 31st December 2025. Item number 2 of the agenda, approval of the consolidated nonfinancial statement of information and sustainability information contained in the consolidated management report for the fiscal year ended 31st December 2025. Third item of the agenda, approval of the proposal for the application of the company's profit for the fiscal year ended 31st December 2025. Fourth item in the agenda, approval of the management of the Board of Directors for the fiscal year ended 31st December 2025. Fifth item, approval of a share capital reduction for a maximum amount of EUR 6,250,000 through the redemption of a maximum of 25 million shares treasury stock of the company, delegation to the Board of Directors of the powers to set the other conditions of the reduction in all matters not foreseen by the General Shareholders' Meeting, including the powers to redraft Article 6 of the bylaws related to the share capital and to request the delisting of the -- and cancellation of the accounting records of shares that are redeemed. Item number 6 of the agenda, amendment of the bylaws. 6.1, amendment of Article 5, corporate purpose the company's Articles of Association. Item number 6.2 of the agenda, amendment of Article 7, nature or forum on the shares of the company's bylaws. 6.3, amendment of Article 9, the shareholders and the corporate governance system of the company's bylaws. 6.4, the creation of Article 9 Bis, shareholders' rights of the company's bylaws. 6.5, the creation of Article 9 Ter, the capital increase and reduction of the company's bylaws. 6.6, amendment of Article 18, term of the position of Director of the company's bylaws. Item 6.7 of the agenda, amendment of Article 2020 -- Article 22, distribution of profits, provision and materialization of reserves of the company's bylaws. Item 7 in the agenda, reelection and appointment of directors and fixing of the number of members of the Board of Directors. 7.1, reelection of Mr. Óscar Fanjul as an Independent Director. Item 7.2, reelection of Mr. Marco Emilio Angelo Patuano as Executive Director. Item 7.3 of the agenda, reelection of Ms. Concepción del Rivero Bermejo as Independent Director. 7.4 of the agenda, reelection of Ms. Ana García Fau as Independent Director. Item 7.5, reelection of Mr. Christian Coco as -- or nominee director. Item 7.6, reelection of Ms. María Teresa Ballester Fornés as Independent Director. And Item 7.7, reelection of Mr. Jonathan Amouyal as Nominee Director. Item 7.8, reelection of Mr. Dominique D'Hinnin as Independent Director. And Item 7.9, appointment of Ms. Cynthia Gordon as Independent Director. 7.10, appointment of Mr. Kais Ben Hamida as Independent Director. And 7.11, fixing the number of members of the Board of Directors that would be set at 12%. Item 8 of the agenda, remuneration. 8.1, approval of the delivery of 64,747 shares of the company to the Chief Executive Director, Mr. Marco Patuano, as a share component of the special incentive or buyout award agreed on the occasion of the -- his incorporation into the company on the 1st of June 2023. 8.2, approval of multiyear and long-term incentive plan consisting of the delivery of shares of the company to executives and employees of the group, including the Chief Executive Officer, and the approval of the delivery of shares to the Chief Executive Officer under the aforementioned incentive plan. Item 8.3, amendment of the directors' remuneration policy. Item 9, this is an advisory vote on the annual report on directors' remuneration for the year 2025. On Item 10, delegation of powers to formalize, amend, interpret and execute all the resolutions adopted by the General Shareholders Meeting. In light of the development of the vote -- regardless of the votes that have not been contemplated yet, there is a majority, which is sufficient to approve all the proposals that were submitted by the Board of Directors to the AGM. So we can declare all the items in the agenda approved. On the other hand, regarding Item 7, which is a reelection and appointment of members of directors, all those appointments have been proposed, they have accepted through in writing for -- to take on that position. And there is no conflict or legal incompatibility to perform that task. The result of the votes and everything will be stated in the notarial deed. According to Article 525 of the company law, in the next 5 days, we will include the information and the results of the votes and the agreements that have been -- the resolutions that have been agreed, on the web page.
Óscar Fanjul Martín
ExecutivesWe have -- the Chief -- the CEO has had the highest figure in terms of approval as among the members of the Board. So -- and he's ahead of me. So also get ready because this is not a very nice, at least in Spain. So having said that, with the approval of all the proposals that were submitted by the Board of Directors regarding both -- all the items in the agenda, we can declare the meeting adjourned, and we thank you very much for your attendance. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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