Ferrovial N.V. (FER) Earnings Call Transcript & Summary

April 17, 2020

Bolsa de Madrid ES Industrials shareholder_meeting 80 min

Earnings Call Speaker Segments

Rafael del Pino y Calvo-Sotelo

executive
#1

Good morning. Ladies and gentlemen, shareholders, we thank you for attending this ordinary General Shareholders' Meeting of Ferrovial remotely, held at second call as yesterday, sufficient quorum was not reached so that it could be validly constituted on first call. Due to the declaration of the state of alarm on March 14, due to the health crisis, derived from the expansion in Spain of COVID-19, this meeting will be held under different conditions than usual. In these exceptional circumstances, the Board of Directors has decided to maintain the call for the General Shareholders' Meeting so the company can continue to carry out its activities with the least possible disruption. Holding of the meeting on the scheduled date must be reconciled with safeguarding the general interest and the health of our shareholders and all the people involved in the organization and the holding of this meeting. And therefore, the Board of Directors, in accordance with the regulations approved to deal with this situation, has decided to hold the General Shareholders' Meeting exclusively for remote attendance and participation. It has also agreed to extend the means available to shareholders to exercise their participation rights remotely as described in the supplementary announcement to the call, which was duly published. Meeting is being held without anyone present in person, except for the presiding Board of the meeting, compose of the Chairman and the Secretary of the Board of Directors, the Chief Executive Officer and the Chairman of the Audit and Control Committee, whilst maintaining all the necessary safety and distancing measures. The other members of the Board are attending remotely, Mrs. Maria del Pino y Calvo Sotelo; Mr. Santiago Fernández Valbuena; Mr. José Fernando Sánchez-Junco; Mr. Joaquín del Pino y Calvo-Sotelo; Mr. Philip Bowman; and Mrs. Hanne Sørensen; Mr. Bruno Di Leo; Mr. Juan Hoyos Martínez de Irujo; and Mr. Gonzalo Urquijo Fernández de Araoz. At the Board's request, the Madrid notary, Mr. Javier Navarro-Rubio Serrés, is also present to take the minutes of the meeting. Now I give the floor to the Secretary of the Board and of this general meeting, Mr. Santiago Ortiz Vaamonde, who will read the call of the meeting and its supplementary announcement.

Santiago Ortiz Vaamonde

executive
#2

Good morning. The notices for the call of this Annual General Shareholders' Meeting have been published pursuant to Article 27 of the bylaws and 516 of the Capital Companies Act on the website of the Spanish Securities Market Commission on February 27, 2020; on Ferrovial's website on March 4, 2020, 'and in the daily newspapers, ABC, El Mundo, La Razón, El País, Expansión, Cinco Días and El Economista on March 4, 2020. Following the declaration of the state of alarm by Royal Decree 463/2020 and publication of Royal Decree at 8/2020 on March 17, on extraordinary measures to deal with the economic and social impact of COVID-19, the Board of Directors agreed to hold this meeting exclusively by telematic means and to extend the means for remote participation of shareholders. In accordance with the latter rule, supplementary announcement to the call has been published on the website of the Spanish Securities Market Commission on March 30, 2020, on Ferrovial's website on the same day and in the Official Gazette of the Mercantile Registry on April 1, 2020. Given the length of the text of the call and the supplementary announcement in accordance with Article 19.3 of the regulations of the General Shareholders' Meeting, this content is summarized. The call includes the agenda, possible supplement, the electronic forum for shareholders, the right to information listing on the documents available to shareholders, the right to attend, representation, remote attendance and representation and voting using remote communication means containing the rules on the exercise of these rights and on personal data protection. Supplementary announcement indicates the meeting will be held on the same day and at the same time, as foreseen in the call, that it will be held exclusively by remote means that the call already takes into account the means of remote participation as required by Article 41 of the aforementioned Royal Decree 8/2020, to hold the shareholders meeting remotely and describes the additional mechanisms that have exceptionally been made available to shareholders to facilitate the exercise of their remote participation rights. The General Shareholders' Meeting is understood to be held in the registered office located at Príncipe de Vergara, 135 in Madrid. In accordance with the provisions of Article 41 of the Royal Decree Act 8/2020 mentioned above and as indicated in the published complementary announcement. If any problem were to arise in the electronic communication systems and services, the General Shareholders' Meeting would be suspended for the time necessary to remedy it, and would resume as soon as possible whilst reporting it on Ferrovial's corporate website. We will now summarize the agenda. Matters for approval: examination and approval, as appropriate, of the individual and consolidated financial statements of management report of Ferrovial S.A. for the year ending December 31, 2019; application of the profit or loss of the financial year 2019; three, examination and approval where appropriate of the management carried out by the Board of Directors in financial year 2019; fourth, appointment of the company's external auditors and its consolidated group; five, reelection ratification appointment of Directors; sixth, increase of share capital by a determinable amount by issuing new ordinary shares of EUR 0.20 nominal value each charged to reserves; seventh, second capital increase for a determinable amount under the terms of the former; eight, approval of share capital reduction through the amortization of a maximum of 27,755,960 treasury shares; ninth, approval of the Directors' remuneration policy; tenth, approval of a share-based remuneration system for Board members performing executive duties; eleventh, authorization to continue with the divestment of the services division of the Ferrovial Group; twelfth, delegation of powers to the Board of Directors, Executive Committee, Chairman and Chief Executive Officer for the execution and implementation of the agreements adopted by this General Shareholders' Meeting. Set two, matters of consultative vote: thirteenth, annual reports on Directors' remuneration. Three, matters for information: fourteenth, information on the amendments introduced in the regulations of the Board of Directors. That's the summary of the agenda. No use has been made of the rights that the law grants shareholders to request the publication of a supplement to the call or to propose recent proposals regarding matters already included in the agenda. Since the publication of the call, shareholders under the terms defined in the Capital Companies Act have been able to consult the documents that will be reviewed by this general meeting at the registered office or request that it be sent at no cost. And the company has continuously published on its website all the information that Section 518 of the Capital Companies Act refers to. We will now give you the final list of attendance for this General Shareholders' Meeting. There are 123 shareholders present holders of 127,152,323 shares, which is 17.295% of our share capital. This number includes shareholders that have voted remotely. And there are 1,590 shareholders represented, owning 394,617,884 shares, which is 53.674% of the share capital. Therefore, attending amongst those present or represented, we have shares adding up to 70.968% of total share capital subscribed and paid up. Sufficient quorum for the valid constitution of the General Shareholders' Meeting on second call. Considering the definitive attendance quorum, the Secretary has disclosed it, the meeting is declared to be validly constituted on second call to deliberate and decide on all items and matters on the agenda. We'll now give the floor to the notary.

Javier Navarro-Rubio Serres;Notary

attendee
#3

Pursuant to Article 101 of the regulations of the Mercantile Registry, as notary of the meeting, I hereby warn the assembly that if any person attending telematically wishes to express any reservation or protest regarding the statements made by the Chairman and the Secretary on the number of shareholders attending and the capital present and represented, they may do so by sending from this moment and until the end of the meeting, an email to the address, [email protected] indicated in the call, or to the e-mail [email protected]. If there are any, it will be recorded in the minutes of the meeting. Proper identification, such an email, must necessarily be sent by the shareholder from the email address indicated when registering on the platform that has been made available to you.

Rafael del Pino y Calvo-Sotelo

executive
#4

Next, I would like to say a few words. On behalf of the Board of Directors and on my own behalf, I would like to thank you for attending remotely and to welcome you to this general meeting of Ferrovial shareholders. It's the first time we are celebrating this meeting without the physical presence of our shareholders due to COVID-19. Therefore, I'd like to convey my condolences to those who have lost a loved one due to the pandemic. And my thoughts and encouragement to all Ferrovial workers, shareholders and other stakeholders who have suffered from the disease or have managed to overcome it. I'll begin by describing the key events in 2019. We ended 2019 with an overall net profit of EUR 268 million, with revenues from continuing activities amounting to EUR 6,054 million. This result was supported by the good operating performance of our main infrastructure assets last year. We received EUR 729 million in dividends from affiliates notably from Toll Roads, where the 407ETR contributed with EUR 309 million as well as the EUR 166 million. That's the very first dividends that we have received from Managed Lane projects. So Heathrow was also an important source of revenues as it distributed to Ferrovial the equivalent of EUR 145 million. Moreover, Ferrovial enjoys a good financial position. We closed 2019 with a net cash figure, which was 32% higher than the previous year. 2019 was also the year of the launch of the Horizon 24 plan. The main objectives of that plan will be detailed later. And the implementation of that plan will be steered by our new CEO, Ignacio Madridejos, who is attending his first Ferrovial shareholders' meeting. With this plan, Ferrovial is focusing on the development, construction and management of sustainable infrastructure assets with high concession values, which will enable us to maximize shareholder value. I would also like to highlight our commitment in the face of the challenges posed by climate change. We have reduced our emissions by 5.2% with respect to 2018, and that is a saving of almost 50,000 equivalent tonnes of CO2, and we will continue to work on new initiatives in this area. In the field of corporate governance, we have continued to make new appointments to the Board, 2 independent directors have joined us through co-option, Juan Hoyos and Gonzalo Urquijo. I'd like to welcome them to their very first shareholders' meeting. This appointment would be put to you for a vote later for ratification. Óscar Fanjul has also been appointed the Vice Chair of the Board. In this meeting, you will also be asked to vote on continuing my divestment of the Services division. The first steps have already been taken with the sale of Broadspectrum in Australia and New Zealand. We remain committed to divesting the whole services division, although the current situation in the markets may cause some delays. The company's good operation performance and the prospects of sustained growth going forward enable us to propose shareholder remuneration that could potentially amount to EUR 550 million. If that proposal is approved, the timing and the size of the distribution will be determined by the Board of Directors depending on how COVID-19 impacts the business. And I will go -- we'll talk to you about this again a little later. As I noted earlier, COVID-19 is having a massive impact on Ferrovial's activity and business. From the outset, Ferrovial has focused its strategy on 3 pillars. Firstly, safeguarding the health of our employees and our users. Secondly, keeping the business running and assuring the company's future and especially, reinforcing our liquidity. The third pillar is to maintain our social commitment to the most urgent [indiscernible]. Everywhere where we are located, flexible working arrangements have been adopted along with teleworking and the freeze on business trips and face-to-face meetings and proper protective equipment has been provided to all the workers who need it to do their jobs there, following the recommendations issued by the WHO and the health authorities. I would like to pay a tribute here to the work of all of our employees who have done everything in their power to keep the business running smoothly within the logical constraints of mandatory confinement decreed in Spain and equivalent measures that impact have been put in place in other geographies. Regarding social commitment, we've set up a fund, the Ferrovial Juntos COVID-19 fund, which will be endowed by Ferrovial with up to EUR 10 million to fund the fight against pandemic in various fields and also to help relieve the subsequent socioeconomic effects. The fund is open to third parties for them to collaborate in the fund, and Ferrovial will commit up to the maximum amount mentioned. I encourage all of you to participate. As part of the measures that we have adopted in response to the COVID-19 crisis, I can announce today that the Board has agreed to a 20% reduction in the fixed remuneration for the Executive Chairman and the Chief Executive Officer as well as a 20% reduction for Directors, and that will affect both fixed and the supplementary remuneration. Now this measure will apply on a temporary basis for the duration of the crisis. Additionally, the allocation of performance shares to the company's executives addressed for 2020, will be suspended into July. That, of course, is something that will be submitted to the meeting for approval. And it will be reviewed in light of how the crisis evolves. Despite the difficulties, I'm convinced that we will emerge stronger from this crisis. Ferrovial has a liquidity position close to EUR 6,000 million, and a net cash position of approximately EUR 1.6 billion. So that the debt maturities due in 2020 totaling EUR 1,070 million [ have covered ]. The company also has a portfolio of sound assets. Nevertheless, we still need to be very prudent with regard to traffic protections as well as the impact of COVID-19 on traffic, on airports and infrastructures and expansion of contracts. The pandemic has also affected stock markets, and we have not been any exception. Revenues from continuing operations in 2019 rose by 5.5% to EUR 6,054 million. EBITDA amounted EUR 121 million affected by a provision that was booked in the first quarter of 2019 to cover possible losses on some of our construction contracts in the U.S.A. Net profit from continuing operations amounted to EUR 457 million, the same figure as the previous year, while total net profit, including profit from discontinued operations stood at EUR 268 million. That contrasts with the loss of EUR 448 million the previous year. Our financial situation. Our net cash position, including infrastructure projects, including the portion corresponding to services ended 2019 at EUR 1,631 million, 32% up on the previous year while consolidated net debt dropped by 19% to EUR 2,957 million. As I mentioned earlier on in this presentation, 2019 was an excellent year in terms of dividends from our assets. As a result, operating cash flow increased by 44% to EUR 810 million. In total, our Toll Roads generated EUR 494 million in dividends, our Airports provided EUR 183 million, Construction activities provided to EUR 132 million in operating cash flow and Services, EUR 77 million. As I mentioned earlier, one highlight is the EUR 309 million is from the 407ETR, the EUR 166 million is from the first dividend issued by NTE and the EUR 145 million is from Heathrow. Investments amounted EUR 295 million and divestments to EUR 484 million, notably due to the partial sale of the Ausol Toll Roads in Spain, and the Ruta del Cacao in Colombia. These divestments are a continuation of our policy of rotating mature assets. A policy that enables us to extract the maximum value from our investment. The sale of Broadspectrum was also redone and booked in 2019, but it will not be reflected in cash for 2020 once it's been completed. The backlog in 2019 stood at EUR 20,080 million. Now, of this amount, EUR 11,424 million were accounted for by Construction, that's 4.2% year-on-year, 88% of that figure is located outside Spain. The Services backlog was EUR 17,656 million. Following the proportional consolidation versus the equity accounting method, 83% of revenues and 84% of EBITDA came from international business. Once again, following the same method, the United States and Canada are our main source of revenues. They contributed EUR 2 billion, that's 33% of the total and proportional consolidation terms. Sources of funding. Ferrovial has a diversified funding structure. During 2019, $1.3 billion of debt at NTE were refinanced. Now that reduced the cost of the debt, the -- from 5.3% to 3.8% and it also extend the maturity in 2019. We also achieved the financial close of a couple of projects. The NTE 35W 3C project in Texas and Silvertown in London. The 407 highway also made to a bond issues amounting to CAD 300 million and CAD 500 million. The coupons in this case were 3.14% and 3.67%, respectively. With regard to our credit rating, Standard & Poor's and Fitch maintained Ferrovial's corporate debt in investment-grade with a BBB rating. 2019 was a great year for all Ferrovial shareholders if we consider the share performance. Ferrovial has one of the best performance in the IBEX 35. It's -- with its share price appreciating by 52% to EUR 26.97 per share. That's a figure about 52% increase compares favorably to the average for the Spanish index, which was 12%. Factoring in share buybacks, that brings total shareholder return to 57.2%. The company ended 2019 with a market capitalization of close to EUR 20 billion. The COVID-19 pandemic was made a negative impact on stock market, the elements of 2020, and we were not an exception. So far, in 2020, Ferrovial shares has fallen by 13.6%. Again, better than the IBEX 35, which fell by 29.2%. That means that we have EUR 17 billion in market cap. That was the figure from yesterday's close. Shareholder remuneration amounted to EUR 520 million in 2019, the same as in 2018. That figure includes the EUR 238 million scrip dividends and share buybacks, totaling EUR 282 million. As you know, among the proposed resolutions to be presented to you today at this meeting, there is approval of a flexible dividend program similar to those that have been implemented in the last 6 years. And this will be implemented through 2 capital increases to distribute bonus shares. The -- with the sum total of the proposed buyback actions will take the total shareholders return to EUR 550 million. Now this proposal will take place through 2 capital increases [ we've charged ] to reserves and a subsequent amortization of treasury stock that were previously acquired in a buyback program. We have the understanding the company has the necessary cost to cover these payments while maintaining a financial position that enables it to invest in the business and create value for shareholders. However, at this time, it is impossible to ignore the uncertainty about the time line for overcoming the pandemic and the subsequent economic recovery and therefore, about how this may affect our projected revenues and cash flow. I should note, for you, shareholders, that the circumstances giving rise to these proposals originally may have changed by the time they are to be implemented. And if that is the case, the Board has the option not to execute one of both resolutions or to ask you to vote that approval, all in [ attempts ] to finance section terms capital increase proposals. And it could also terminate early, that buyback program amortization proposal as permitted by the proposal to the [ resubmitting ] in Item 8 on the agenda. As you know, in October last year, we appointed, Ignacio Madridejos as CEO. Now he will be addressing you in a few minutes' time. He has the full support of the Board, and I hope he also has your support to achieve the greatest possible success leading this company. The process of renewing the composition of the Board of Directors also continued in 2019 with the appointment of 2 new independent directors, Juan Hoyos and Gonzalo Urquijo. Both of these appointments, which have to ratified today at this meeting, strengthen the presence on the Board of Independent Directors, who now account for 2/3 of the total number of Directors on the Board. The changes in the Board have also made it possible for all members of the Audit and Control Committee and all members of the Appointment and Remuneration Committee to be independent directors. During this General Shareholders' Meeting, you will also be asked to approve the appointment of Ernst & Young as auditors for the period 2020 to 2022. And lastly, a new Chief Compliance and Risk Officer was appointed in 2019, reporting to the Audit and Control Committee. Turning to Corporate Social Responsibility. Last year, Ferrovial was selected by the Dow Jones Sustainability Index as the world's most sustainable company in our industry. Now that ratified our endeavors to ensure the sustainability of our business activities and also their contribution to society. Furthermore, Ferrovial also continues to be included in the International Sustainability Indices such as the MSCI, FTSE4Good, Carbon Disclosure Project and Vigeo. Our social infrastructure program has -- is also an ongoing source of good news. It's managed to bring water and sanitation to more than 223,000 people in Africa and Latin America. And lastly, in the operational area, progress has been made in a commitment to achieve a safe and healthy work environment for all workers at all times. Thanks to everyone's efforts, the accident frequency rate decreased by 15.6% compared to 2018. Although 2019 was a particularly tragic year as 14 workers lost their lives. Improving on these figures is one of our top priorities. In 2019, several Ferrovial projects were recognized for their innovative nature or their excellence. These are awards that acknowledge the company's leadership in engineering, in worker protection, in environmental commitment and in infrastructure accessibility. To conclude, in 2020, Ferrovial faces the challenge of the greatest global pandemic that humanity has experienced in the last 100 years. However, our company has world-class assets, a great team of professionals, sound numbers, the right level of liquidity and the ability to overcome the crisis, and address the future with determination and optimism. Nevertheless, at this time, I would like to assess that we must move with great caution, and it's very difficult to project the pace at which traffic and construction projects will return to normality. In the meantime, we will do our best to build the Ferrovial of tomorrow, a company committed with a world on the move. In concluding, on behalf of the Board of Directors, I want to thank you, the shareholders and also our customers and suppliers for your trust in our company. I would also like to send a message of encouragement to all Ferrovial workers. We are going to overcome this crisis. Thank you for your day-to-day contribution for Ferrovial by continuing to build a more connected and sustainable future. Thank you very much. And now the Chairman of the Audit and Control Committee will report on the main activities of this committee during the year 2019. I'm going to give the floor to Mr. Fanjul.

Óscar Fanjul Martín

executive
#5

Thank you very much, Chairman. Good morning, ladies and gentlemen. I am addressing you as Chairman of the Audit and Control Committee of Ferrovial S.A., which, as you know, is the Board committee that is in charge of supervising financial statements, control systems, and the group's risks as well as various aspects of the group's corporate governance. The committee is currently made up of 4 members, all of whom are independent directors. The committee in its activities and operations, follows the recommendations of the CNMV's practical guidelines on audit committees for public interest companies. Let me now sum up the most relevant activities we've carried out in 2019. In any case, the activities of the committee are described in detail in the report produced by the committee and approved by the Board of Directors that has been made available to shareholders by being posted on the company's website. The committee has reviewed and issued favorable opinions on the financial statements before they are presented to the Board and then sent to the authorities and the markets. In that endeavor, we've had the cooperation of the external auditor who has attended the 5 meetings withheld in the year. The company's auditor has reported on their limited review of the financial statements for the half year ending on June 30, 2019, and the audit of the financial statements for the year closed on December 30, issuing a fully favorable opinion. On the other hand, the external auditor has focused on the following aspects in order to make sure that their work would contribute to 2019, the integrity of our financial statements, has reported the committee on their working plan for audits in the year, has reviewed the main opinions and estimations that can have an impact on said financial statements, has reported to the committee on the main risk areas that could have an effect on the reliability of our financial statements, has listed the main recommendations for internal control that have emerged from the audit and has also informed on follow-up on the ones that were recommended the previous year, has met all the requirements for independents with the necessary declaration by the law, analyzing all the other tasks other than the legal audit that were entrusted to them. As well as meeting to management, the auditor has had sufficient time to inform the committee without the company's executives being present. And finally, and complying with best practices, have also reported to the Board on the work done and the evolution of the company's accounts and risks. The committee has also assessed services provided by the auditor in the last 5 years in compliance with the Board's regulations. Also, the company's management has reported to the committee on the operations of the internal control system for financial data and on the work done in order to improve controls in the different group areas. We have monitored progress based on the improvements and recommendations that were made the previous year. The committee has also had the full support of the Internal Audit Division. We have supervised their activities during 2019, and approved the internal audit plan for the year 2020. We've also received during the previous year, 2 reports of the internal audit department on the functioning of Ferrovial's ethical channel, which is a channel that enables Ferrovial's employees or any third parties to act as whistleblowers for any inadequate behaviors or activities. Committee has also been informed periodically on the company's main risks and contingencies as well as the groups on systems that have been established for identifying, managing and controlling said risks. Finally, and in connection with activities in the area of corporate governance and compliance, the committee examined before it was presented to the Board, the annual corporate governance report to supervise the operation and efficacy of Ferrovial's compliance model and produce the report on related transactions published on the company's website. These have, in summary, been all the tasks that we've carried out during the year that ended December 31, 2019. And now, on behalf of the Audit and Control Committee, I'd like to thank Mr. Fernández Valbuena, who has chaired this committee for the last 4 years and who had to be replaced as Chairman because that's what the regulations require for the excellence of his work as Chairman of the said Committee. Again, on behalf of the Audit and Control Committee, I'd like to thank you for your attention. Good morning.

Rafael del Pino y Calvo-Sotelo

executive
#6

And now we are going to give the floor to Mr. Ignacio Madridejos, who will also say a few words. Thank you.

Ignacio Madridejos Fernández

executive
#7

Thank you, ladies and gentlemen, shareholders, good morning, everyone. It's a real pleasure to participate in my very first ordinary general meeting to present the 2019 results. And I'd like to, of course, remember all those who we have lost during this COVID-19 pandemic and extend my deepest condolences to their relatives and friends. I'd also like to thank all our medical or health professionals who are doing critical work. I'd like to mention our Ferrovial colleagues who work in ambulance services, cleaning hospitals, building field hospitals and maintaining transport infrastructures. We're very, very proud of you. I'd also like to remember all those who've suffered job-related accidents. Although we've reduced the frequency of set accidents with leaves 15.6%, we still are working hard so that everyone connected to us can return safely home after their day at work. As for our financial results, 2019 was a good year. We have excellent infrastructure assets that demonstrate our strength with excellent operating profit, and which have enabled us to maintain high liquidity. Our Toll Roads & Airports assets, in general, have seen an increase in traffic in the year 2019, improving their profitability and customer satisfaction levels and bringing in EUR 729 million in dividends. In Construction, it was a difficult year with provisions of EUR 345 million in the first quarter for projects in the U.S., but that was offset by a positive activity flow at the end of the year and the implementation of different actions for us to reach an EBIT of 3.5% by 2024. In Services, we have reached an agreement for the Broadspectrum divestment. And we maintain our commitment to continue to sell all other service division assets when markets allow. As usual, sustainability and innovation are an essential part of our strategy and help contribute to our profit. I'd also like to, as usual, thank all of Ferrovial's workers for the efforts they've made. They are the key in order to achieve our targets. At the end of January, we presented our strategy 2020, 2024, which we've called Horizon 24, focused on the development and operation of innovative infrastructures, efficient and sustainable in our 8 strategic markets, principally. I hope that this plan will position Ferrovial at the forefront of infrastructure businesses as well as our core businesses of Toll Roads, Airports and Construction linked to the development of infrastructure projects with high concession value. We're also going to explore other businesses, including mobility, electrification and water, linked to infrastructure development. Understand, we've also defined some targets such as an annual EBITDA growth of 11% between 2020 and 2024, dividends of EUR 4 billion in our infrastructure assets and EBIT margin of 3.5% from Construction in 2024 and a reduction of our total absolute CO2 emissions of 32% in 2030 with respect to 2009 levels. We have a solid backlog of infrastructure projects that we're studying for a total of EUR 12 billion, and we will continue with the rotation of mature assets and the complete divestment of our Service business. Also, we're going to be a more agile, innovative and efficient company with a new operating model which will enable us to save EUR 50 million in structural costs and all of this while maintaining a clear focus on shareholder return. A strategy, which was, of course, drafted before the COVID-19 crisis, which may have a relevant impact on our economy, generating challenges but also opportunities with regards to the plans that I have just discussed. Moving on to our main financial highlights of 2019. Our turnover rose by 5.5% to a total of EUR 6.05 billion. Our gross margin was EUR 121 million, impacted by those construction provisions in the first quarter of the year. Our net operating income was EUR 401 million, profiting from the capital gains for the Ausol divestment. And the net profit, including services, was EUR 268 million versus a negative figure in the previous year. As for M&A activity, at the end of last year, we signed an agreement for the Broadspectrum divestment. Our stake was valued at EUR 300 million (sic) [ EUR 327 million ] . We hope that the sale will be completed before Q3 this year. We've also confirmed our commitment to the full divestment of the Service division when market conditions allow. Last year, we also rotated a mature asset, which was Ausol, by selling 65% of it for EUR 451 million, which generated a significant capital gain. We also sold 11.75% of Ruta del Cacao for EUR 28.6 million and the Polish service business for EUR 24 million. Our turnover was, again, EUR 6.05 billion, 89%of that from the Construction business and 10% from Toll Roads. Our gross margin was EUR 121 million, EUR 436 million from Toll Roads but negative EUR 286 million in Construction due to those provisions for the Construction projects in U.S. By countries, 33% of our turnover came from the U.S. and Canada, 30% from Poland, 17% from Spain, 7% from the U.K. and 13% from others. As for gross margins, Spain contributed EUR 205 million, Poland EUR 110 million while the rest was negative, especially the U.S. and Canada, with minus EUR 129 million as a result of that construction provision that I mentioned before. Our turnover with the proportional integration method added up to EUR 6.243 billion, 68% of that from the Construction business and 16% from Highways and Airports. The -- that was EUR 1.044 billion, that's EUR 742 million from Highways, EUR 587 million from Airports but a negative EUR 257 million from Construction due to the reasons that I have as mentioned above. With the proportional integration method by countries, 32% of our turnover was in the U.S. and Canada, 23% in the U.K., 17% in Spain, 16% in Poland and 12% in others. Five countries represent almost 90% of our turnover. And as for our EBITDA, the U.K., again, it was 55% of the EUR 1.04 billion; U.S. and Canada, 20%; Spain 16%; and Poland, 6%. 2019 was a good year for cash flow generation with significant dividends paid by our infrastructure assets as well as the Construction and Services contribution. Our operational cash flow was EUR 810 million. Highway dividends with EUR 494 million was 56% of the total; Airports, EUR 183 million, 20% of the total; Construction had a positive operational cash flow of EUR 132 million; and Services, a negative EUR 77 million; and others -- no, Services, positive EUR 77 million; but others, minus EUR 76 million. Our net cash position was EUR 1.6 billion. That's EUR 400 million more than the previous year, which puts us in a very solid position to face challenges such as the COVID-19 crisis. Shareholder return, including dividend and share buybacks, was EUR 520 million. And total shareholder return, considering dividend plus the valuation of the shares, 57.2% because shares rose in the year, bringing us to a market cap of EUR 19.8 billion. That's EUR 6.76 billion more than the previous year. However, of course, with the effects of the current pandemic, our shares have been impacted, and our market cap is now down to EUR 17.131 billion. In the year, we've had significant awards of new projects, including the I-35 in Waco, Texas, or the award of a -- for the construction of a road in Gran Canaria. In Services, we've also been awarded relevant contracts such as road maintenance in Ottawa and New York. Again, Heathrow has been recognized this year as the best European airport and the best airport for shopping in the world. In 2019, we've also been awarded the concession and the construction of the Silvertown Tunnel and the 3C segment of 35W. We've refinanced the NTE highway, which has paid its first dividend. And we sold Ausol and Ruta del Cacao, as I mentioned before, and have opened a new highway in Toowoomba, Australia; and in the I-77, a new managed lane in Charlotte, North Carolina. Moving on in more detail to the Highway business, our assets had a good year with good traffic performance, constant in the 407 but up in the NTE, 14.7%; in the LBJ, 9.1%; in the 35W, 25.3%, this latter in the fourth quarter of the year. We've also had good increases in our EBITDA, which is up 8.1% in the 407, 32.6% in the NTE and 23.7% in the LBJ. We've also maintained good customer satisfaction, 87% in the 407. As I mentioned, we've opened the I-77 Towoomba and Phase 2 of the 407 East Extension. We've also completed the financial closing of the 35 W3C for $900 million and the Silvertown Tunnel for GBP 1 billion as well as the refinancing of the NTE for $1.3 billion. Our dividends from highways were EUR 494 million last year, EUR 309 million from the 407, EUR 166 million from the NTE, which paid its first dividend. And we hope that this year, the LBJ will be paying its first dividend, the current health crisis alone. Of course, last year, we also rotated the Ausol and Ruta del Cacao assets that I mentioned before with capital gains of EUR 474 million for Ausol and 9 million for Ruta del Cacao. Revenues from our Toll Roads totaled EUR 617 million last year. That's 31% up on the previous year. EBITDA totaled EUR 433 million. That's 35.7% higher than the figure from the previous years. And dividends, as I mentioned to you earlier, totaled EUR 494 million. Turning to geographies. And once again, by promotional integration, 43% of the revenues from our Toll Roads came from Canada; 21%, U.S.A.; 20%, Spain; and 7%, Portugal. Let me move on to our Airports business. Our Airports assets also had a very good year last year in 2019. Heathrow last year hit a new passenger record figure, 80. 9 million passengers. That's 1% up on the previous year. And that means that we have seen consecutive -- 9 consecutive years of growth in those figures. Dividend received from our stake in Heathrow totaled EUR 145 million. 82% of all of the users of Heathrow airport rated their experience as excellent to very good. The British Court of Appeal decided that the process for the approval of the third runway should include the Paris Climate Change Agreement, and that decision is one that we are asking for permission from the Supreme Court to appeal against, and that could also have an effect on the delay on the expansion project for the third runway. AGS British airport, traffic dropped last year by 7.8%. Some of the reasons for that included Thomas Cook, bankruptcy and also a drop in our revenues. Despite that drop, rather, revenues increased by 1.8%. Our dividends were EUR 70 million. In the case of Heathrow, sales revenues totaled GBP 3.07 billion, 3.3% higher than the previous year; EBITDA, GBP 1.92 billion, 4.5% up; and total dividends of EUR 500 million (sic) [ GBP 500 million ]. AGS revenues, GBP 217 million; EBITDA, GBP 94 million, and that was 2.6%, down; total dividends, GBP 30 million. Turning to Construction. Revenues in the Construction business rose by 3.1% in 2019. Although the EBITDA figure was affected by provisions for losses of for the toll road works in the USA. Nevertheless, we finished the year with positive activity flow. In our Horizon 24 business plan that we've already talked to you about. We do hope to have positive EBIT in 2020, although it would depend, of course, on the time it takes for us to overcome the COVID-19 pandemic in the different geographies where we're doing business and what competition we get for the different works. Nevertheless, our aim is to hit 3.5% as a figure for EBIT by 2024. We're working on the improvement of our key processes such as the tendering and control of awards, together with other measures, is already proving to be successful last year. The key awards, 3C Section number 35W, Fort Worth, also the I-35, going to Waco, the Silvertown Tunnel and work in ports and railways in Poland. Construction revenues last year totaled EUR 5.413 million. We have also a recent project that was announced last year. As you said, construction sales last year, EUR 5.41 billion. That's 3.1% up on the previous year; EBIT, down EUR 365 million; and operational flow, EUR 132 million, that's cash flow. Turning to the geographies breakdown. The key market was Poland, representing 34%; U.S.A., Canada 30%; Spain, 15%; and the U.K., 7%. Backlog has hit an all-time high of EUR 11.42 billion. That's 4.2% above the figure for the previous year, and the bulk of that is in the U.S.A. and Canada. Those countries represent 45%; followed by Poland, that's 25%; Spain, 12%; and the U.K., 8%. Let me move on to the Services business now. We're still committed to the divestment of this division, although the current crisis might, of course, delay the sale process until [ we get ] back to the market. Last year, we sold the Services division in Poland to Budimex. And we issued an agreement for the sale of Broadspectrum for the value of our stake, the EUR 300 million, which we hope to close by the third quarter this year. Our revenues grew by 4.3% in like-for-like terms. And our EBIT was EUR 309 million, 5.3% up in Spain, 26.3% up in our International business. Turning to safety. Once again, our accident frequency rate was 15% better. We were awarded key contracts in all of the markets such as defense contracts in the U.K., city water in Australia and highway contracts in Canada. The results for Services revenues, EUR 6.99 billion, 3.1% up on the previous year. EBITDA was EUR 309 million. Our operational cash flow was EUR 77 million, including a payment of GBP 160 million following the agreement with the Birmingham City Council. Sales by geography breakdown, 39%, U.K.; 29%, Spain; 24%, Australia and New Zealand. The total backlog was EUR 17.65 billion, 46% in U.K.; 24%, Spain; 23% in Australia and New Zealand. Let me move on to new businesses. The mobility business is providing us with some key information to develop some new transport infrastructures. Mobility. First of all, we have 2 key initiatives. One is ZITY. That's the car-sharing business we have with Renault in Madrid. And we're also expanding that to other European cities, starting with Paris. The other one is Wondo, which is the mobility platform we have in Spain. In electrification, we are seeking to develop some greenfield projects for transmission lines, especially in Latin American countries, where we've defined the most priority. And once they're built, we will rotate the assets as quickly as possible. In water, we are taking advantage of our construction capabilities in the countries which we have defined as priority countries to develop our new infrastructure concessions. Let me talk about sustainability now. Combating climate change is something that plays a relevant role in Ferrovial's strategy, both to reduce our emissions that come from our business activity as well as to look for more sustainable infrastructure mobility solutions. Our Scope 1 and Scope 2 carbon emission footprint in 2019 was 861,000 tons of CO2. That's down 5.2% compared to previous year. And compared with the benchmark year of 2009, in absolute terms, it's a reduction of 19.5%, and the intensity, 59% down. So it's below the gain that was defined for 2020 a reduction of 35.4% in emission intensity. We've also defined a new goal for 2030, which means that reducing by 32% in absolute terms of scope 1 and 2 emissions compared to 2009. So to hit that goal, we will have to reduce our emissions from our vehicle fleet by 33%. We'll have to ensure that all of our energy supply is 100% renewable energy by 2025, and we'll have to improve our energy efficiency from the fixed sources by 30% by that year. All of the audited emission data such as CO2 reduction plan up to 2013 are available to you on our website. We're still working on new initiatives that will help us to become carbon neutral before 2050, and we'll need to develop new technologies to do that. Corporate social responsibility, we launched 20.22 Plan with initiatives to implement over the next 3 years. These initiatives are aligned with our compliance with the SDGs, especially those that are most relevant to our strategy. We're continuing with initiatives such as the Juntos Sumamos initiative, developing water and sanitation programs in those areas where there is a real need for them. We're also participating in the key sustainability indices that will allow us to benchmark our programs, and we're very proud of being the leading companies in our industry in the Dow Jones Sustainable Index. Health and safety. We regret the loss of life of 14 workers last year, employees and contractor workers. But we have to reduce the total number of safety incidents, starting with the severe risk ones. We are intensifying our endeavors and those that we call high potentials, and we're learning for them and extending out our best practices in all of the company, the whole company and I [indiscernible] we're committed to the health and safety of the people who work with us, so we want all of our workers to go home safe and sound at the end of their working day. Let me talk to you about the priorities for this year, 2020. In our strategy, Horizon 24, in that plan, we defined 4 strategic priorities. The first one is about the people who make up our company, our key assets. We have to ensure the safety of every single person working in this company, and that is even more important now due to the pandemic that we are facing. We also have to ensure that we have good employment environment for these people and ensure that we're all committed, and we have to be able to bring in the top talent from the communities where we are. Secondly, sustainable growth that we have to develop and operate high concessional value infrastructure assets in our priority markets, rotating our mature assets or those that don't actually fit into our strategy such as Services and always seeking excellent in our shareholder return. The third strategic priority is operational excellence. We have to improve our Construction margins through the redesigning of key processes, implementing a new operational model to make the company more agile, efficient and innovative in reducing our environmental impact, especially CO2 emissions. The fourth strategic priority is innovation. It must be disruptive within the company itself. It must be incremental to the businesses and always with sponsors and return on investments. These priorities have been turned into indicators with their defined objectives in our Horizon 24 plan. All -- some of those are for an annual improvement of 10% in the severe and fatal accident index. The reduction is 32% in absolute emissions. It's group 1 and 2. In 2030, be the leading company in the industry measured in TSR terms. So the growth over the next 4 years of 11% annually of EBITDA. Reaching 3.5% EBIT margin construction by 2024. Or reducing this year by EUR 20 million our structural costs, and that will give us an annualized reduction of EUR 50 million by -- as of 2021. Unquestionably, 2020 is a year that has been characterized by the impact of COVID-19 in Ferrovial. We're working to reduce its impact and to respond with -- and to respond to any of the worst possible scenarios. We're getting ready to come out of the crisis strengthened on the 25th of March. We issued a [ communication ]. We gave information about the impact on traffic in our key assets about the activity of our key businesses and the financial situation of our infrastructure assets. Traffic figures started the year with values that were higher than the previous year. But of course, they fell off quite substantially. And this drop was increasing in March. The 407 saw traffic falls of minus 12.7% in the first quarter, minus 37.8% in March, minus 76.4% in the last week of March, much as the last -- the same figures for the previous years and similar figures at LBJ. That's minus 3.6% for Q1; minus 30%, March; minus 74.3% the last week. And for NTE 7.7%, minus 31.1%, minus 67% and the same for 35W. In the case of Heathrow, the fall off in the first quarter was minus 18.3%; in March, minus 52.4%. And AGS British airports, minus 32.9% (sic) [ 23.9% ] in the first quarter, minus 57.3% in March. In Construction services, we've had temporary suspension of some of our projects in some countries. And here, I would like to highlight the work has been done by some of our colleagues in critical works. And our liquidity position is strong, and our key infrastructure assets are -- have a good financial disposition and will -- and that will allow us to cover our debts without any problems and to be strengthened when we come through this crisis. This sound financial position, together with our unique infrastructure assets, the right strategy in our Horizon 24 plan, a great human team allow us to continue to generate value for our shareholders. Let me finish by thanking our shareholders for the trust that you have given us and our employees for the work done during the whole year. Thank you very much.

Rafael del Pino y Calvo-Sotelo

executive
#8

Those shareholders who have registered in the platform on Ferrovial's website and have logged in to attend the meeting in accordance with the provisions of the notice of call have been able to send any comments or request information or clarification on, one, items included on the agenda; two, information available to the general public provided by the company to the CNMV since the last General Shareholders' Meeting was held; or three, the auditor's report. On the other hand, in case their request for information or clarification on these math is made by proxies attending remotely exist, they would be answered within the 7 days following the holding of this meeting in accordance with Article 197.2 of the Capital Companies Act. In addition and in accordance with Articles 197 and 520 of said act, shareholders have had the opportunity to request clarifications and ask any questions they might have in writing regarding these same matters up to the fifth day prior to this General Shareholders' Meeting. We have had no requests for statements or clarification by shareholders attending remotely, so we will now read and approve the items on the agenda. We will review first the items for approval. I call on the secretary who will explain some practical aspects and read the proposed resolutions on the agenda published, so we can proceed separately to their vote.

Santiago Ortiz Vaamonde

executive
#9

The procedure for the reading and the approval shall be as follows: In accordance with Article 24.1 of the regulations of the General shareholders' Meeting and given that shareholders have the text of the proposed resolutions at their disposal on the company's website, a summary of the contents will be read of those whose full reading is not required due to their length. The Chairman will then decide -- will then speak on their approval. In accordance with Article 24.4 of the regulations of the General Shareholders' Meeting, any shareholder who is not voted against, cast a blank vote or expressly stated their abstention through any of the remote communication means enabled by the company and described on the call on the supplementary announcement shall be deemed to vote in favor of the proposed resolution. Provided that after the vote corresponding to each item on the agenda, there is evidence that there are enough votes for an agreement to be approved, that shall be deemed as approved. The exact numbers of the votes for, against, abstentions and blanks should be duly indicated in the minutes of the General shareholders' Meeting. Furthermore, the adopted agreements and voting results should be published on Ferrovial's website. I would remind you that shareholders attending remotely may cast their vote until the last of the items submitted for voting at the meeting is read. Item 1 on the agenda. Point is divided into 2 sections since mercantile regulations require separate approval of the consolidated nonfinancial information statement. First item section 1 of the agenda: to approve the annual accounts, balance sheet, profit and loss account, statements of changes in equity, cash flow statement and report of Ferrovial, S.A. and its consolidated group prepared by the Board of Directors for the financial year ended December 31, 2019, and the management reports of Ferrovial, S.A. and its consolidated group prepared by the Board of Directors for the financial year ending December 31, 2019.

Rafael del Pino y Calvo-Sotelo

executive
#10

Item 1, section 1 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#11

Item 1, section 2: to approve the consolidated statement of nonfinancial information for the year ending 31 December 2019, which is part of the management report to the consolidated group, Ferrovial, S.A.

Rafael del Pino y Calvo-Sotelo

executive
#12

Item 1, section 2. The agenda is approved.

Santiago Ortiz Vaamonde

executive
#13

Item 2 of the agenda: To approve the application of the resulting profits in the financial year 2019 amounting to EUR 672,387,541.14 entirely to voluntary reserves.

Rafael del Pino y Calvo-Sotelo

executive
#14

Item 2 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#15

Item 3: to approve the management carried out by the Board of Directors during the financial period of 2019.

Rafael del Pino y Calvo-Sotelo

executive
#16

Item 3 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#17

Fourth item on the agenda. The content of this proposed agreement is summarized. It is proposed that Ernst & Young, S.L. be appointed as the auditor for Ferrovial, S.A. and its consolidated group of companies for the years 2020 to 2022.

Rafael del Pino y Calvo-Sotelo

executive
#18

Item 4 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#19

Fifth is divided into 5 sections, which allow separate voting on resolutions relating to the composition of the company's Board of Directors, thus compliant with mercantile regulations. Fifth, section 1: to reelect Director Mr. Philip Bowman as member of the Board of Directors with the category of Independent Director for the statutory period of 3 years from the date of this agreement.

Rafael del Pino y Calvo-Sotelo

executive
#20

Fifth, section 1 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#21

Fifth, section 2: to reelect as Director of the Board in the category of Independent Director, Director Mrs. Hanne Birgitte Breinbjerg Sørensen for the statutory period 3 years from the date of this agreement.

Rafael del Pino y Calvo-Sotelo

executive
#22

Fifth, section 2 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#23

Fifth, section 3: to confirm the appointment of Mr. Ignacio Madridejos Fernández as Director for the category of Executive Director made by Board of Directors by co-option in its meeting of September 30, 2019, and to appoint them as Director with the same category for the statutory period of 3 years from the date of this agreement.

Rafael del Pino y Calvo-Sotelo

executive
#24

Fifth, Section 3 of the agenda is approved.

Santiago Ortiz Vaamonde

executive
#25

Fifth, section 4: to confirm the appointment of this designation of Mr. Juan Hoyos Martínez de Irujo as Director, category of Independent Director, appointed by the Board of Directors by co-option in its meeting of September 30, 2019, and to appoint them as Director with the same category for the statutory period of 3 years starting from the date of this agreement.

Rafael del Pino y Calvo-Sotelo

executive
#26

Fifth, Section 4 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#27

Fifth, section 5. To confirm the nomination of Mr. Gonzalo Urquijo Fernández de Araoz as Director, the category of Independent Director, appointed by the Board of Directors by co-option in its meeting of December 19, 2019, to appoint him as Director with the same category for the statutory period of 3 years from the date of this agreement.

Rafael del Pino y Calvo-Sotelo

executive
#28

Fifth, section 5 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#29

Item 6 on the agenda. I'm going to summarize the content of this proposal. To approve a capital increase charge to reserves for the amount resulting from multiplying the nominal value of EUR 0.20 per share of Ferrovial, S.A. by the total number of new shares to be issued. Provisional number of shares to be issued will be equal to the amount of the alternative option divided by the quoted price of Ferrovial's share in the 5 trading sessions prior to the day on which the resolution to execute the capital increase is adopted. The amount of the alternative option is the market value of the capital increase and is set at EUR 234,220,538.24. Each share in circulation shall get one free-of-charge allocation right. These rights may be traded in the market during the period determined by the Board of Directors with a minimum of 15 calendar days. The number of free-of-charge allocation rights or existing shares needed to obtain one new share shall be equal to the number of shares in circulation divided by the provisional number of shares to be issued. Price that Ferrovial takes to pay for each free-of-charge allocation right will be equal to the quarterly price of Ferrovial share in the 5 trading sessions prior to the day on which the resolution to carry out the capital increase is adopted divided by the number of rights required for a new share. A capital increase will be without effect if the Board does not implement it within 1 year from its approval for this General Shareholders' meeting, and shareholders must be informed thereof the next General Shareholders' Meeting held thereafter. The Board may also submit to the General Shareholders' Meeting the possibility of revoking the capital increase. Chairman has indicated in his speech that the Board will assess the situation of the company and the concurrent circumstances, and we'll decide whether to execute this capital increase and the one proposed in the following item on the agenda.

Rafael del Pino y Calvo-Sotelo

executive
#30

Item 6 on the agenda is duly approved.

Santiago Ortiz Vaamonde

executive
#31

Item 7. Now this proposed resolution is analogous to the previous item. In this case, the amount of the alternative option is to be set by the Board of Directors depending on the number of shares in circulation and the remuneration paid and expected to the shareholders charge for the financial year 2020 so up to that time. And it cannot exceed EUR 316,603,508.90. This capital increase may be canceled or revoked in the same as the previous one.

Rafael del Pino y Calvo-Sotelo

executive
#32

Item 7 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#33

Item 8. Let me summarize the content of this proposal. To reduce the share capital by amortization of the nominal value of, firstly, 2,275,960 (sic) [ 2,755,960 ] shares of EUR 0.20 the company has as treasury stocks; and two, shares of EUR 0.20 that are acquired through a buyback program that will be targeted to all shareholders and approved by the Board of Directors. The final figure of that reduction shall be set depending on the final number of shares acquired in the buyback program. Now this buyback program shall be subject to 2 quantitative limits, one, the maximum investment will be EUR 360 million; and two, in no case may the number of shares to be acquired exceed 25 million shares, representing 3.4% of the company's share capital at the date of this proposed resolution. The program will be maintained up until 4th of December 2020 without prejudice to the possibility of terminating it earlier when it's fulfilled its purpose or any other circumstances arises that makes it advisable to terminate. The treasury shares acquired by the company under the buyback program must be amortized within the month following its termination. The capital reduction must be carried out within this period and in any event within the year following the date this agreement was adopted.

Rafael del Pino y Calvo-Sotelo

executive
#34

Item 8 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#35

Item 9: to approve in accordance with the provisions of Article 529 novodecies of the Capital Companies Act, the directors' remuneration policy of Ferrovial, S.A. for the years 2020, 2021 and 2022. The remuneration policy shall be effective and shall supersede the policy currently in effect as of the date of this agreement and should remain in effect until the third anniversary of that date. The text of the policy, together with the mandatory report from the Nominations and Remuneration Committee, has been made available to shareholders since the date of the call to this General Shareholders' Meeting.

Rafael del Pino y Calvo-Sotelo

executive
#36

Item 9 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#37

Item 10. Let me summarize the content of this proposed agreement. A plan to deliver shares with Ferrovial, S.A. addressed to executive directors submitted for your approval. It consists of allocating to beneficiaries a number of units that will serve as a basis for determining the final number of shares they may receive, and that the plan is valid for 3 years. The total number of shares that may be granted annually under this plan may not exceed 175,000 shares, representing 0.024% of the company's share capital. As a condition for the delivery of the shares, it is required, firstly, to remain in the company for a period of 3 years, and that's the maturity period, from the date of allocation of the units; and two, to comply during this maturity period with certain ratios calculated on the basis of the activity cash flow and the total shareholder return in relation to a comparison group.

Rafael del Pino y Calvo-Sotelo

executive
#38

Item 10 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#39

Item 11 on the agenda. In development of the authorization agreed by the Ordinary General Shareholders' Meeting of 5th of April 2019, the Board of Directors is authorized to continue the process of divestment of the Services division of the Ferrovial group, and consequently, the companies that comprise it. Thus, the sale of the remaining business may be carried out in one or several operations and may affect all the assets that make up the business or only a part of them. The Board of Directors on the basis of the market situation and the interest shown by potential acquirers will determine the method of proceeding that it considers most convenient for the interest of Ferrovial and its shareholders, subject to the following rules. A, the divestment process, whether the total or partial, and understanding partial to mean not the entire Services division but one or more of its large units for geographical reasons or by business line, must be competitive and led by a financial adviser of recognized prestige. B, however, when, in the opinion of the Board, it is appropriate, the partial disinvestment may not be structured as a competitive process and/or may not be entrusted to the management of a financial adviser in accordance with above rule. In which case, the price or consideration must be backed by a report from a specialized entity of recognized prestige that would state that such consideration is fair to the company from a financial point of view. C, the Board may also choose to dispose of all or part of the remaining business of the Services division in the context of admission to trading on an exchange or other regulated market or multilateral trading facility of securities representing its ownership. The disposal may be carried out in one or several operations that may affect in each case all the remaining assets that make up the Services division or any part of them. In any of these cases, the corresponding process must be conducted by one or more specialized entities of recognized prestige, and the sale price of the securities must be determined through a book-building procedure in accordance with the usual practice for maximizing the price. D, in any case, and for clarification purposes, it is hereby stated that the conditions that -- they will not be subject to those divestment transactions, one, of little relative substance; or two, referring to specific projects or assets; or three, that do not represent one of the large units in the Service division for geographical reasons or business line.

Rafael del Pino y Calvo-Sotelo

executive
#40

Item 11 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#41

Item 12. To summarize, the proposal is to delegate to the Board of Directors with powers to sub-delegate to the Executive Committee, the Chairman and the CEO the power to interpret, correct and execute the resolutions adopted at this general meeting. And to delegate to the Chairman, the CEO and the Secretary of the Board so that any of them may formalize and record such agreements in a public document.

Rafael del Pino y Calvo-Sotelo

executive
#42

Item 12 on the agenda is approved. Let's continue with the matters on the agenda for an advisory vote and the matters for information. The secretary, once again, takes the floor.

Santiago Ortiz Vaamonde

executive
#43

Item 13: to approve the Annual Report on Directors' remuneration for the financial year 2019 in an advisory capacity.

Rafael del Pino y Calvo-Sotelo

executive
#44

Item 13 on the agenda is approved.

Santiago Ortiz Vaamonde

executive
#45

Item 14. A document, which records the amendments to the regulations of the Board of Directors since the date of the above general meeting has been made available to the shareholders. Those amendments were approved at the meeting of the Board of Directors held on 27 February 2020.

Rafael del Pino y Calvo-Sotelo

executive
#46

Now that we have announced the results of the votes corresponding to each one of the items on the agenda, which will be duly recorded in the notarial minutes and published on the website, the meeting is now adjourned. We will thank -- we are thanking all of the shareholders for their participation in the meeting through the channels and means that have been put in place by the company in these exceptional circumstances. Thank you very much, and good afternoon to all of you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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