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

Good afternoon. The Board and I welcome you to Ferrovial's 2025 Shareholders Meeting, which is hereby open. I would like to thank you all for attending, whether in person, by proxy or online. Let me introduce the member of the Board: the Vice Chairman, Mr. Oscar Fanjul; the CEO, Ignacio Madridejos; Maria del Pino; Jose Fernando Sanchez-Junco; Philip Bowman; Hanne Sorensen; Bruno Di Leo; Lead Director Juan Hoyos; Gonzalo Urquijo; Hildegard Wortmann; and Alicia Reyes. We also have Mr. Vernooij with us today, representing EY Accountants BV, Ferrovial's External Auditor for the financial year 2024. And in addition, [ Mrs. Alvarez ] and [ Mr. Van der Voyten ] are present on behalf of PricewaterhouseCoopers Accountants N.V., which is nominated for appointment as Ferrovial's new External Auditor for our financial statements and assurance provider for our sustainability information. The meeting, as you have probably noticed, will be held in English and can also be followed in Spanish through simultaneous translation, both here and online. And I now give the floor to the Secretary of the Board and of this meeting, Geerte Hesen, who will explain the procedural aspects of the meeting.

Thank you, Chairman. Good afternoon, and also a warm welcome from me to all attendees of this 2025 shareholders' meeting. First, I note that the shareholders' meeting has been convened in accordance with Ferrovial's Articles of Association and Dutch law and that all requirements have been met so that the shareholders' meeting may adopt the proposed resolutions as set out in the agenda. I will now explain the process for asking questions during the meeting. As stated in the meeting notice, shareholders have 2 options to submit questions. Those participating via the online platform were able to submit questions in writing until 24 hours prior to the meeting. No such questions have been submitted. Those who are in person were able to submit questions in writing with the same deadline, and microphones are available to ask those questions today. In order to conduct an orderly meeting, we will open the floor to take questions from participants at 1 single moment during this meeting, which will be after the presentations relating to agenda Item 2 has finished. Accordingly, at this time, questions may be asked on all agenda items. If you wish to ask a question, a microphone will be brought to you. State your name clearly and keep your questions as short and concise as possible, referring to the item on the agenda. If you are a proxy holder, please also state the name of the shareholder you represent. For the proper conduct of business at the meeting, the Chairman may limit the speaking time and/or the number of questions. The Chairman will also determine who is best positioned to answer your questions. Since the meeting is held in English, questions should be posed in English. Responses will also be in that language. Questions may also be posed in Spanish, in which case our response will be in English. I will now give a brief explanation of the voting process. Shareholders who are here in person can vote using their mobile device or the voting device that you have received at the registration desk. If you are not logged in, please log in now. In case of any difficulty with the log-in procedure, please raise your hand, and someone will come to assist you. Shareholders participating through our online platform will be able to vote in real time during the meeting. Voting via the online platform is subject to Ferrovial's terms and conditions for hybrid shareholder meetings. These terms and conditions have been made available on Ferrovial's website. [ Mr. Crook ], who is present today as independent third-party civil notary, has been authorized to exercise voting proxies and instructions during the shareholders' meeting. Voting will be open following the discussion of agenda Item 2. Once voting is open, you will have the opportunity to vote on all agenda items until we reach agenda Item 12, closing. In other words, you do not have to wait for an agenda item to be discussed to cast your vote. In order to vote, you have to press the button of your choice: For, Against or Abstain. Once you have selected the option of your choice, a confirmation will be shown on screen. If you would like to change your vote, easily select the button corresponding to your new choice. You can change your vote until the voting process closes. Registration details for this meeting are currently being processed. Once all information is available, I will announce the percentage of Ferrovial share capital that is represented at this meeting and how many votes can be cast. At that time, and following discussion of agenda Item 2, the voting will be open.

Okay. We now come to agenda Item 2a relative to the report of the Board on Ferrovial's financial and nonfinancial performance for 2024. 2024 has been an important year for Ferrovial. In May, our shares started trading on NASDAQ. This is another step on our internationalization process and shows our commitment to invest in the U.S. and to the U.S. market. This milestone happened 25 years almost to the day after our initial public offering in Madrid and has been strongly backed by shareholders. Ferrovial also delivered remarkable results in 2024, driven by solid growth across all business divisions. In Highways, all managed lanes in North America posted strong increases in revenue per transaction, significantly outpacing inflation. The Construction division profitability improved considerably, with adjusted EBIT margin reaching 3.9%, surpassing the goal set for the year. And in Airports, the new Terminal 1 at JFK Airport in New York remains on track to start operations in 2026 as one of the most advanced, sustainable and passenger-friendly terminals in the world. As a result, we ended 2024 with revenues up 6.7%, reaching EUR 9.1 billion, adjusted EBITDA of EUR 1.3 billion, 38.9% higher than in 2023, ex-infrastructure liquidity of over EUR 5 billion, consolidated net debt excluding projects of minus EUR 1.8 billion, driven by record dividends received from infrastructure assets of almost EUR 1 billion, and a net profit of EUR 3.2 billion boosted by divestments in mature assets. 2024 was intensive in terms of asset rotation. Ferrovial closed the divestment of 19.75% stake in Heathrow Airport for a total amount of EUR 2 billion and sold a 5% stake in IRB Infrastructure Developers for EUR 211 million. We also announced an agreement for the sale of our 50% stake in AGS Airports and completed other smaller asset sales. The year was also significant in terms of investments with a total of EUR 1.6 billion of committed capital. This was mainly allocated to highways and airports, with the acquisition of a 24% stake in IRB Infrastructure Trust for EUR 710 million and an equity investment of EUR 469 million in the new Terminal 1 at JFK. Ferrovial shares began trading on NASDAQ on May 9, marking a crucial step in our increased focus in North America. The shares ended 2024 at EUR 40.6 per share, having appreciated 23% in the year compared with a 14.8% hike in the IBEX 35 index, 11.7% in the AEX Index and 28% on the NASDAQ. For the same period, the total shareholder return was 25.7%. The share price closed yesterday at EUR 40.59 per share, almost flat year-to-date despite the recent market turbulence. Our market capitalization stood at EUR 29.6 billion. In 2024, we distributed a total of EUR 831 million to shareholders, including EUR 271 million from the 2023 share buyback program. And in 2025, we aim to distribute EUR 570 million in dividends and share buybacks. Also, we have announced an additional share buyback program for up to EUR 500 million. We believe that good governance fosters trust with Ferrovial's stakeholders and is crucial for creating sustainable long-term value. Following our listing on NASDAQ, we have adopted our corporate governance practices to comply with U.S. requirements. This included updating Board committee charters and related party transaction, insider trading and compliance policies. And on our Board, 75% of all directors are independent, as are all the members of the Audit and Control Committee and of the Remuneration and Nomination Committee. Sustainability is part of our DNA, and we believe it creates long-term value for the company and for our shareholders. Ferrovial has been recognized as Europe's most sustainable company and second worldwide in the construction and engineering sector by the Dow Jones best-in-class indices, where it has been included for 23 consecutive years. We also feature in other leading sustainability indexes, highlighting the company's best practices in this area. We devote considerable effort to ensuring the health, safety and well-being of our people, and our aim is to achieve 0 fatalities. However, we have fallen well short of this objective, and we keep working hard to attain it. For 2026, we aim to reduce our SIF frequency rate by 31.8%. We also revalidated in February 2025 the new targets aligned with a 1.5 degrees trajectory in accordance with SBTi. And we updated our Code of Ethics and continue enhancing our compliance program, aligning Ferrovial's culture and values with the interests of professionals, shareholders and society. Ferrovial's work has been recognized in 2024 with a range of awards in sustainability, innovation, finance and best place to work. Some of our projects and assets were also recognized, namely the Ontario Line project in Canada that received the P3 Silver Award and the 2023 National Awards for Innovation and Excellence by the Canadian Council of Public-Private Partnerships. Thames Tideway was named Project of the Year in the British Construction Industry Awards. Silvertown Tunnel was recognized for its environmental excellence with an International Green Apple Environment Award by The Green Organisation. And the New Terminal One at JFK Airport Refinance of the Year by IJGlobal. To conclude, 2024 was an exceptional year for Ferrovial. We are confident in our growth prospects, and we'll remain focused on generating value for you, our shareholders, through adequate capital allocation and balanced investments and distributions. On behalf of the Board, I want to thank you, shareholders, as well as our customers and suppliers for your trust in Ferrovial. And most importantly, I want to recognize our -- and show my gratitude to our employees for their work, dedication and commitment to the company, without which we would not be where we are today. I'll now give the floor to Ignacio Madridejos, CEO.

Thank you, Rafael, and good afternoon, ladies and gentlemen. It is a privilege to share with you the company's performance in 2024 as well as the priorities for 2025. Following the overall accomplishments presented by the Chairman, I would like to emphasize some of those highlights allowing us to record a remarkable year. 2024 was marked by a strong operating performance and high activity on asset rotation. Our highways in North America experienced significant growth in revenue per transaction and distributed record-breaking levels of dividends. Additionally, the Construction division delivered a good performance with a record order book and exceeding the profitability target for the year. Last year, we closed our strategic plan Horizon 24 and kicked off the new Horizon 26 with a clear focus on developing infrastructure in North America. Now I will explain in more detail, the results achieved by the company and the different business units. In terms of key figures, revenues increased by 6.7%, reaching EUR 9.1 billion. This significant growth can be attributed primarily to the 19.6% increase in Highways, as well as higher contribution from Construction. Adjusted EBITDA grew to EUR 1.3 billion, an impressive 38.9% increase. And net income climbed to EUR 3.2 billion, broadly surpassing the figures of the preceding year. Turning our attention to the results contribution by the business segments. 79% of revenues came from Construction, 14% from Highways, around 3% from Energy, 1% from Airports and the remaining 3% from others. Regarding the adjusted EBITDA, EUR 918 million came from Highways, EUR 430 million from Construction, EUR 26 million from Airports and EUR 2 million from Energy. Geographically, the United States and Canada represented around 39% of revenues; Poland, 23%; Spain, 17%; the United Kingdom, 9%; and other countries, 12%. Notably, the United States and Canada contributed EUR 890 million adjusted EBITDA; Poland, EUR 210 million; and Spain, EUR 199 million. These figures demonstrate the pivotal role of the North American market and affirmed the good performance of Budimex, our Polish construction subsidiary, as well as our activity in Spain. Next, I will comment on the cash flow from operating activities and the consolidated net debt of infrastructure project companies. In 2024, the cash flows from operating activities experienced a positive trajectory, supported by significant contributions coming from Highways and Construction businesses. Cash flow from operating activities, excluding taxes, reached EUR 1,049 million, with Highways contributing through dividends amounting to EUR 895 million. Construction contributed EUR 291 million, Airport added EUR 8 million in the New One, and the rest of the outflows came from corporate and business division headquarters, along with services businesses. At the close of the year, the consolidated net debt of its infrastructure project companies stood at minus EUR 1.8 billion, a solid cash position, meaning a cash improvement of nearly EUR 700 million compared to the previous year. Now I will analyze the performance of the Highways division. Revenues were EUR 1.3 billion, a substantial 19.6% increase compared to the previous year. Adjusted EBITDA reached EUR 918 million, up by 19.5%, with dividends amounting to EUR 895 million, EUR 191 million more than the previous year. All our North American assets distributed dividends last year, reaching record-breaking levels. We received EUR 321 million from the 407 ETR and EUR 244 million from the Texas Managed Lanes. For the first time, the I-77 and I-66 distributed EUR 205 million and EUR 89 million, respectively. Shifting to traffic. The 407 ETR in Canada reported a 4.8% increase, supported by increased mobility in the area, the impact from construction activities on the 401, fewer winter weather events and more promotional offers, mainly in the last quarter of the year. In the U.S., the most significant increase were registered on the NTE 35 West with 22.3% thanks to the opening of Segment 3C and on I-66 with 11.1%. However, NTE saw a 2.2% decline due to construction work to increase capacity along the corridor. The Express Lanes in the U.S. experienced solid growth in revenue per transaction during the period. I-66 registered a 33.2% increase; NTE 35 West at 12.5%; I-77 had 11.7%; LBJ at 8.8% and NTE has 6%. Now turning our attention to Airports' performance. The New Terminal One reached a physical progress of up to 60% by the end of 2024, remaining on budget and on schedule to start operations in 2026. Commercial agreements are progressing. As of December 31, NTO had reached 16 agreements with airlines, including contracts executed with 10 companies and 6 letters of intent, as well as advanced negotiations with several carriers. Last year, NTO growth at $2.55 billion green bond refinancing, and total equity contribution so far have been EUR 742 million, with EUR 329 million pending. Dalaman Airport reached a new record, welcoming 5.6 million passengers, a 7.7% increase compared to the previous year. Revenues were EUR 82 million. Adjusted EBITDA was EUR 64 million, increasing by 16.2% and 16.6%, respectively. In December, we disinvested a 19.75% stake in Heathrow Airport for EUR 2 billion. And in March, we announced the agreement to sell our remaining 5.25% stake for GBP 455 million. Finally, at the end of January, we completed the sale of our 50% stake in AGS for GBP 450 million. Now let's focus on Construction. Our Construction business saw an increase in revenues to EUR 7.2 billion, reflecting a growth rate of 3.8%. Adjusted EBITDA totaled EUR 430 million. Overall, the division recorded an adjusted EBIT margin of 3.9%, surpassing our target of 3.5%. Ex-infrastructure cash flow from operating activities reached EUR 291 million, reflecting our ability to generate cash and support ongoing operations and investments. The order book reached an all-time high of EUR 16.7 billion, increasing by 7.5% compared to the previous year. North America holds the largest share, accounting for 49%, followed by Poland with 25%, Spain with 14% and the United Kingdom with 4%. Last year, Ferrovial was awarded with key projects in some of its main markets. Just to list a few of them, reconstruction of 1.3 miles of the I-10 in Houston and construction of additional lane in I-27 Randall County, both in Texas. Rail Baltica high-speed line, the new runway of Aguadilla Airport in Puerto Rico and a new long high-voltage cable panel in the U.K. I will focus now on sustainability. As the Chairman mentioned earlier, sustainability is part of Ferrovial's corporate strategy, and it is a key pillar to create value in everything we do. To capture that value, we have identified KPIs with specific targets that we report every year, and most of them are progressing well. Specifically, I would like to highlight a 35.8% cut in the Scope 1 and 2 CO2 emissions versus base year 2020, a 26.7% drop in water consumption versus base year 2017 and a 19.3% recycling rate for construction and demolition debris. We have defined new CO2 emission reduction targets in line with the 1.5 Celsius trajectory validated by the Science-Based Target initiative, aiming to reduce our Scope 1 and 2 absolute emissions by 42% by 2030 compared to 2020 and our Scope 3 absolute emissions by 25%. Moving to our people. In 2024, we remain focused on building an outstanding workforce with the best talent, implementing the highest health and safety standards for our professionals, where we registered a 26% reduction in serious injury and fatality frequency rate versus 2022. However, not everybody returned home last year. Therefore, we are strongly committed to making every effort until we reach our goal of 0 fatalities. We reinforce our commitment to society, especially to local communities throughout our social scheme on the move for people. We have to give you some numbers, EUR 8.1 million were invested in the community in 2024. More than 207,300 people benefited from our social projects, and nearly 3,000 employees contributed more than 17,000 hours to social works. As we near the conclusion, I would like to underscore the priorities of our strategic plan. First and foremost, our people are the cornerstones of our organization, and their health and safety and well-being are critical for us. We foster a culture of excellence and collaboration, and we are strongly committed to attracting, developing and deploying the best talent in engineering and beyond. Second, Ferrovial is determined to deliver sustainable growth. Our purpose is to develop and operate sustainable, innovative and efficient infrastructure, creating long-term value for all our stakeholders. By implementing asset rotation strategies, the company maximizes the potential of this investments, resulting in new growth opportunities. Our priority is growth in North America, but we will continue exploring opportunities in other regions. Our third strategic pillar is operational excellence. Ferrovial is constantly improving its operations, including core processes and risk management, with the aim of consistently increasing cash generation while maintaining the highest levels of operational performance. And finally, innovation is a pillar for our progress and sustainability. Ferrovial is driving digital transformation throughout its operations, leveraging new technologies as artificial intelligence to improve infrastructure projects. By embracing innovation, the company not only improves efficiency, but also ensure that these projects are more sustainable, thereby shaping the infrastructure of the future. To close, I wish to reiterate my gratitude to all Ferrovial professionals for their dedication and tireless efforts throughout a remarkable year. Your commitment and hard work drives the company's achievements and are key to our success. I also want to express my sincere appreciation to our customers for their continued trust, as well as to our partners and suppliers for joining us in this exciting journey and allowing us to innovate and excel. Last, but certainly not least, I extend a heartfelt thank you to our fellow shareholders for your continued confidence in our company, our leadership team and our purpose to build a bright future for generations to come.

Thank you, Matthew. This concludes the presentation on agenda Item 2a. Now I'll give the floor to the Secretary for our discussion Item 2b.

Thank you, Chairman. Let me shortly address this agenda item, which is a nonvoting item regarding Ferrovial's dividend policy. As described in explanatory notes of the agenda, the Board, in line with past practice, intends to implement 1 or more interim dividends in 2025 by way of a scrip dividend or a cash equivalent amount of around EUR 570 million. Shareholders would have the option to receive their dividend in the form of either additional shares or cash. If the Board in its sole discretion considers it advisable, it may elect not to distribute such dividends, to pay additional dividends or to pay dividends in either shares only or cash only.

So the next item on the agenda is the remuneration report, which has been made available on Ferrovial's website. After the voting opens, you may cast an advisory vote on the remuneration report. I now give the floor to Mr. Bruno Di Leo, Chairman of Nomination and Remuneration Committee, who will briefly comment on the report for 2024. Bruno, you have the floor.

Thank you, Rafael. Good afternoon. On behalf of Ferrovial's Nomination and Remuneration Committee, I am pleased to present the 2024 annual report on the Board of Directors' remuneration. The current remuneration policy for the Board was approved at the General Shareholders' Meeting on April 2023. It is guided by the following principles: first, to provide Ferrovial with ability to recruit and retain the best knowledge and experience to the Board relative to the markets where we conduct business; second, to remunerate the creation of long-term value, profitability and growth; and finally, third, to provide with all the provisions on risk controls, balanced mix and transparency. It is the role of the Nomination and Remuneration Committee to periodically certify the execution of this policy and also assess the competitiveness of our remuneration levels, mix and practices relative to the market. We do this with the support of external advisers with recognized expertise in the field. In 2024, the total approved remuneration for the Board of Directors was EUR 1.9 million. This amount was distributed proportionally among the 12 directors present in the room based on their responsibilities, as well as their participation on the Board committees. As in the previous years, this remuneration was given all in cash in the form of a fixed and complementary emoluments, as well as attendant fees. Two of the 12 Board members are executive directors: Mr. Rafael del Pino, Executive Chairman; and Mr. Ignacio Madridejos, Chief Executive Officer. Both received an additional remuneration for their executive duties. Their remuneration is compared vis-a-vis external benchmarks to ensure it is competitive and aligned with the marketplace practices. The executive directors' compensation has 2 components, a fixed and a variable remuneration. Both were implemented according to the policy and based on the certified financial results with favorable reports from the Audit and Control Committee, as well as our external auditor. Both executive directors received their compensation in cash, as well as in shares. The 2024 Annual Remuneration Report has been submitted for an advisory vote in today's General Shareholders' Meeting. In support of this, we have published detailed information in our annual report. Turning into 2025. Benchmarks conducted over the past year show that the remuneration of both our executive and non-executive directors is below the median of the marketplace. The Board remuneration has not changed since 2022, the Chairman's since 2021 and the CEO's since 2023. The benchmark also showed that the remuneration can be simplified and include the use of shares. This is a common practice in some international markets as a way to align the Board remuneration with the stockholders' interests. For this reason, the Board of Directors approved changes to the 2025 remuneration policy in order to: First, simplify the remuneration structure for the Board of Directors by merging the fixed and complementary emoluments into a single quarterly payment; second, pay up to 20% of the total remuneration in shares. These shares cannot be used as a financial instrument in any form and can be only sold after a minimum of 3 years. Third, we will increase our total annual remuneration of the Board by 20% from EUR 1.9 million to EUR 2.28 million. The totality of this increment will be paid in shares. Fourth, we will increase Executive Chairman fixed remuneration by 10% and the Chief Executive Officer fixed remuneration by 10.3%. These changes are not only supported by the external benchmarking but also by the increased complexity following international listings and the compliance requirements. We have submitted a new remuneration policy to this General Shareholders' Meeting for an advisory vote. The new policy will be implemented effective this January 1, 2025. As our concluding remarks, in 2024, the Nomination and Remuneration Committee held 4 in-person meetings, as well as several remote interactions. The current composition of the committee is in line with the legal requirements, internal regulations and recommendations. The Board of Directors has the appropriate number of members and profiles to perform its functions properly. In addition, the members are committed to maintain a healthy level of interaction with our institutional investors and proxy advisers. 2024 was a very productive year with several accomplishments in the human capital area. As we look into the future and our growth strategy, we will continue to actively benchmark ourselves against the marketplaces where we invest and operate to ensure we have the right talent, policies and remuneration plans in support of our continued success. I want to thank you very much for your attention.

Thank you, Bruno. So we go now to Item 2d that concerns Ferrovial's 2024 Annual Report and the adoption by the shareholders' meeting of the annual accounts for the financial year 2024. The annual report has been made available at our offices and on our website. Mr. Vernooij, the partner of EY Accountants who has signed the Audit Report for 2024 financial statements as well as the independent auditor's assurance report on sustainability, will now provide us with some insight into the audit and assurance activities they have performed. I give the floor to him.

Thank you, Chairman. Good afternoon, everybody. My name is Jeroen Vernooij. I'm representing EY Accountants. As from 2023, I am the Statutory Auditor of Ferrovial SE. Our audit and audit results are described in our Independent Auditor's Report issued at February 27, 2025 and is included in the annual report of Ferrovial. In the Netherlands, it's common practice that the external auditor presents a high-level overview on the audit and the audit results in the AGM. Today, I would like to present to you briefly the scope of our audit, our audit plan, the materiality used in our audit, the audit coverage, the key audit methods and finally, the conclusions -- our conclusions. The scope of our audit includes both company only and consolidated financial statements. And in addition, we have assessed that based on our knowledge from the financial statement audit, the audit information in the management report includes all required disclosures and that these do not include material misstatements based on our knowledge from the financial statement audit. Also, we have reviewed the statements of nonfinancial and sustainability information. We have provided limited assurance on this information. Our audit process and the results. We prepared our audit plan and presented it and discussed it with the Audit Committee. We based the audit plan on our understanding of Ferrovial, including the information from prior year audits and we considered the relevant factors in the environments Ferrovial operates in. Our audit plan provides information on the scoping of our audit, on the coverage of our audit procedures and the materiality levels used in our audit. We had 89 operating entities in scope of our audit. And these represents about 98% of total consolidated revenues and 92% of total consolidated assets. For those entities which were not in scope, we performed, amongst others, analytical procedures at group level. I am responsible for the Ferrovial audit. But of course, I'm not doing that alone. I work with an integrated central group audit team located in Spain and the Netherlands. And we work together with worldwide component teams that has the right industry experience. Also, we have been supported by experts when needed, for example, for IT, tax matters, forensic experts and valuation experts for assistance on impairment tests. To assess whether the financial statements give a true and fair view, we applied a materiality level of EUR 84 million. This is about 1% of revenues. In our audit opinion, we have further explained and focused -- in our audit opinion, we have further explained our focused audit procedures on going concern, fraud and noncompliance and climate and energy transition risks. We have no specific findings to mention from our audit procedures on these topics. Our audit approach is risk based. That means that we focus our order procedures on those risks that matters most for the financial statements. These risks are further described in our audit plan and mentioned as the key audit matters. For Ferrovial, our key audit matters relates to revenue recognition for long-term construction contracts and recoverability of investments in infrastructure projects. On those matters, we challenged management and have concluded that the assumptions related to the revenue recognition for long-term contracts and assumptions related to the valuation of investments in infrastructure projects fall within acceptable ranges. And finally, based on our audit procedures, we agree with management's conclusions thereon. That brings me to our conclusions and the end of my presentation. Based on the audit procedures performed, we conclude that the 2024 financial statements of Ferrovial gives a true and fair view of the financial position of Ferrovial as at December 31, 2024. Also, we concluded that the audit information in the annual report contains the required information and is consistent with the financial statements and does not contain material misstatements. And from our review procedures on the nonfinancial and sustainability information, we have not found material errors. Thank you for your attention.

Thank you very much. So before we move to the questions, the data on the registration for this meeting have been processed. And I give the floor to the Secretary.

Thank you. The total number of issued and outstanding ordinary shares for the record date for this shareholders' meeting at 27th March, 2025 amounted to 718,618,543. The number of voting rights as of the record date is the same, as each share carries 1 vote. At the start of the meeting, 506,113,714 ordinary shares were present or represented. This amounts to 70.43% of the issued and outstanding ordinary shares for the record date. All voting items on the agenda can be adopted by a simple majority of votes cast. And I now give the floor back to the Chairman.

Thank you, Geerte. So we now move to questions. No questions have been submitted ahead of the shareholders' meeting. And there were no shareholders registered for questions when the [indiscernible] was closed. So there are no questions. I now open the voting and ask that the voting operator switch on the voting system. As mentioned before, from now up to agenda Item 12, the closing, you have the opportunity to vote on all items on the agenda. You do not have to wait for a particular item to be introduced in order to vote. If you are voting during this meeting, you may change your vote at any point in time until the voting is closed. We will now take you through the remaining agenda items, starting with agenda Item 3. All remaining items are voting items. I'll give the floor again to the Secretary.

Thank you. This agenda item concerns the climate strategy report for the financial year 2024. The climate strategy report has been made available on Ferrovial's website. As described in the explanatory notes to the agenda, the climate strategy report is consistent with the recommendation of the task force on climate-related financial disclosures. The report sets out the update of Ferrovial's emissions reduction plan. Also, in light of stakeholder feedback, Ferrovial has further aligned the decarbonization road map with a 1.5-degree trajectory committed to the Science Based Targets initiative to be net zero by 2050 or earlier and update its baseline to 2020. Ferrovial's new targets were validated by such Science target based initiative. Furthermore, the report contains information on the evolution of greenhouse gas emissions and the actions to undertake to achieve the targets established in the emissions reduction plan of Ferrovial. The climate strategy report has been verified by an independent body, PricewaterhouseCoopers. In line with previous years, the Board has decided to submit this item to the shareholders' meeting as a nonbinding advisory vote. Chairman?

Okay. We now continue with Item 4, the discharge.

Thank you. Item 4 is a proposal to grant discharge to the executive directors of Ferrovial in office in the financial year 2024 in respect of the performance of their duties and the nonexecutive directors of Ferrovial in office in the financial year 2024 in respect of the performance of their duties. As such performance is apparent from the 2024 Annual Report or other public disclosures prior to the adoption of the annual accounts for the financial year 2024.

Okay. We'll move now to agenda Item 5, director reappointments.

This agenda item contains the proposals to reappoint 7 directors: Mr. Del Pino; Mr. Fanjul; Ms. Del Pino; Mr. Sanchez-Junco; Mr. Di Leo; Ms. Wortmann; and Ms. Reyes. The term of each of these directors will lapse at the end of the shareholders' meeting. The Board, following the recommendation of the Nomination and Remuneration Committee, has nominated each of these directors for reappointment for a 3-year term lapsing at the end of Ferrovial's 2028 Shareholders' Meeting. For the curricular vitae of the directors, I refer to the explanatory notes of this meeting, which also contains an elaborate explanation of the reasons for nominating these directors for reappointment. Accordingly, I will keep such explanations brief during this meeting. I note that Mr. Fanjul; Mr. Sanchez-Junco; Mr. Di Leo, Ms. Wortmann and Ms. Reyes qualify as independent in accordance with the Dutch Corporate Governance Code and the NASDAQ listing rules. I will now turn to the specific nominations for reappointment of the directors. Mr. Rafael del Pino. First, the reappointment of Mr. Del Pino as Executive Director and Chairman as set out in explanatory notes for agenda Item 5a. The Board believes there are compelling reasons for his reappointment, primarily his extraordinary knowledge of Ferrovial and the sectors in which it operates; the key role he has played in the long-term value creation over years in which he has been the Chairman, which has far outpaced, for example, the IBEX 35 Index; the key role he has played in the internationalization of Ferrovial, including obtaining a listing in the U.S. in 2024; and the strong corporate governance structure that Ferrovial has in place, including counterbalancing measures to ensure a balanced distribution of powers and responsibilities within the Board. The Board believes Mr. Del Pino is uniquely qualified to lead Ferrovial to achieve the targets set out in its current strategic plan, in the preparation of which Mr. Del Pino has played a decisive role. The nonexecutive directors. I turn to the reappointment of Mr. Fanjul; Ms. Del Pino; Mr. Sanchez-Junco; Mr. Di Leo; Ms. Wortmann; and Ms. Reyes as nonexecutive directors as set out in explanatory notes to agenda Items 5b to 5g. For each of their reappointments, the Board has taken into account Ferrovial's Board profile and has evaluated positively. Their proven experience and extensive professional career; their extensive knowledge of the Ferrovial Group and the sector and markets in which it operates; the evaluation of their performance; their availability to carry out their duties as directors; and their positive contribution to the Board and the committees of which they are members in their current capabilities. The Board is of the opinion that their reappointments as a whole contribute to an appropriate mix of senior members and members more recently appointed, enriching the debate and providing plurality of views to allow for proper exercise of the Board's and committees' functions. Overall and in light of their contributions to Ferrovial and the Board, the Board believes that the reappointments of the nominated directors are in the best interest of Ferrovial. I give the floor to the Chairman.

Before we move on, I would like to remind you that you may cast your votes for all items on the agenda until we reach agenda Item 12, the closing. We now move to agenda Item 6, remuneration policy.

This agenda item regards the proposal to amend the director remuneration policy. The full text of the amended policy has been made available in Ferrovial's website and includes an explanation of the proposed amendments. In short, these amendments comprise the following: for the executive directors, an increase in the fixed remuneration of the Chairman and the CEO by 10% and 10.3%, respectively. For the directors in their capacity as such; one, a simplification of the structure of the remuneration; two, an increase of total remuneration by 20%; and three, payment of up to 20% of remuneration Ferrovial shares, not linked to performance and subject to a 3-year holding period. The proposals follow after engagement with various stakeholders and the performance of a benchmark and were recommended by the Nomination and Remuneration Committee. For the rationale behind the amendments to the directors' remuneration policy, I refer to the explanatory notes to this agenda Item 6 and the text of the amended director remuneration policy. In summary, the Board believes the amendments are justified as they result in a better alignment with the benchmark companies, U.S. market practices and increased responsibilities for directors. If adopted at the shareholders' meeting, the amended director remuneration policy will be effective retroactively as per 1 January, 2025.

We continue now with agenda Item 7, the proposed appointment of PwC.

Thank you. Item 7 contains the proposal to appoint PricewaterhouseCoopers Accountants N.V. or PwC as both Ferrovial's external auditor for the financial statements and assurance provider for the sustainability information, both for a 3-year term, so from 2025 until 2027. The proposal to appoint PwC as external auditor follows a tender process performed under the supervision of the Audit and Control Committee, which included several prominent audit firms, as set out in more detail in the explanatory notes to agenda Item 7a. Based on all information available, the Audit and Control Committee concluded to recommend PwC as the preferred candidate. The Board has followed the Audit and Control Committee's recommendation. The decisive factors to recommend the appointment of PwC were a stronger SOX audit team with more experienced auditing foreign private issuers and more competitive fees. Following advice by the Audit and Control Committee, the Board also proposes to appoint PwC as assurance provider for Ferrovial's sustainability report insofar as required to be implemented -- required by the implementation of the European Union Corporate Sustainability Reporting Directive, which at the time of this meeting has not yet occurred. The proposal to appoint PwC is due to its expertise in the subject matter and the expected synergies of the duties of the external auditor and assurance provider being performed by the same firm.

We will now move on to the next agenda items, which relate to several authorizations to be granted to the Board.

With respect to this and the following items, I refer to the explanatory notes to the agenda for further details on and conditions to the authorizations requested. Agenda Item 8 consists of 2 voting items, a and b. Item 8a includes a proposal to authorize the Board to issue ordinary shares and to grant rights to subscribe for ordinary shares up to a maximum of 10% of Ferrovial's issued share capital at the date of the shareholders' meeting for general purposes. Item 8b includes a proposal to authorize the Board to issue ordinary shares and to grant rights to subscribe for ordinary shares up to a maximum of 5% of Ferrovial's issued share capital at the date of the shareholders' meeting for purposes of scrip dividends. As previously explained, the Board intends to resolve on one or more interim scrip dividends that will allow shareholders to elect receiving a dividend in cash or in ordinary shares.

We now move to agenda Item 9. I remind you that voting on all agenda items is open until we reach agenda Item 12, the closing.

Thank you. Agenda Item 9 also consists of 2 voting items, 9a and 9b. Agenda Item 9 includes a proposal to authorize the Board to limit or exclude preemptive rights in connection with the issuance of and the granting of rights to subscribe for ordinary shares up to a maximum of 10% of Ferrovial's issued share capital at the date of the shareholders' meeting for general purposes. Item 9b includes a proposal to authorize the Board to limit or exclude preemptive rights in connection with the issue of and/or the granting of rights to subscribe for ordinary shares up to a maximum of 5% of Ferrovial's issued share capital at the date of the shareholders' meeting for purposes of scrip dividends.

We now move to agenda Item 10.

This agenda item concerns the proposal to authorize the Board to acquire ordinary shares in Ferrovial's share capital in accordance with the conditions set out in explanatory notes to this agenda item.

We now move on to the final substantive agenda item, Item 11.

This agenda item concerns the proposal to cancel ordinary shares in Ferrovial's share capital held in treasury. The number of ordinary shares that are to be canceled will be determined by the Board. The cancellation may be implemented in one or more tranches in accordance with the conditions and procedures set out in explanatory notes to this agenda item.

That brings us to the end of the substantive part of this shareholders' meeting. I remind you that the opportunity to vote will close in a few seconds. I invite you to finalize your votes now. [Voting]

Okay. Ladies and gentlemen, the voting is now closed.

We are waiting for the tabulation of the votes to complete, after which we'll share with you the results on the screen. [Presentation]

Okay. The voting results have been processed and you can see them on the screen. All voting items submitted to the shareholders' meeting have been adopted. Ferrovial will publish the voting results on its website at the conclusion of this meeting. And we have now come to the end of this 2025 shareholders' meeting. I hereby close the meeting. And on behalf of the Board, thank you for your attendance and participation. We do hope to see you again in the next shareholder meeting. Thank you very much.