Obrascón Huarte Lain, S.A. (OHLA) Earnings Call Transcript & Summary

June 30, 2023

Bolsa de Madrid ES Industrials Construction and Engineering shareholder_meeting 63 min

Earnings Call Speaker Segments

Jose Maria del Cuvillo Pemán

executive
#1

[Interpreted] Good morning, ladies and gents. We hereby begin the General Shareholders Meeting celebrated in the second call that we carry out fully in remote format. In this regard, avail of this introduction to greet everyone who is following us, especially the shareholders who are connected remotely with us today. Next, we will proceed to the formalities to establish the General Shareholder Meeting. Mr. Secretary, thank you. Dear President. Good morning. In agreement to the provisions in the social bylaws and regulation of the board. This meeting is rated exclusively remotely as it has been lead by the Board of Directors. The company has given the shareholders the possibility of using delegation of voting and remote assistance procedure allowing them to participate remotely and vote during [indiscernible] of the meeting in agreement to the rules approved by the Board of Directors and this haulage procedure for its functioning published in the call announcement and the corporate website. Likewise, the General Shareholders' Meeting, as usual, may be followed live and afterwards, in a recorded session through the corporated website, www.ohl.es. Presently here in this room, we have President, Mr. Luis Fernando Martín Amodio Herrera, the CEO, Mr. Jose Antonio Fernández Gallar, and myself, Jose Maria Cuvillo Pemán, as Secretary of the Board. We also have present the Deputy Secretary, Ms. Maria Fernandez and remotely connected the rest of the members of the Board of Directors, Mr. Mauricio Martín Amodio Herrera, Mr. Francisco Garcia Martin, Ms. Reyes Calderón Cuadrado,Ms. Carmen de Andrés Conde, Mr. César Cañedo-Argüelles Torrejón, Mr. Juan Antonio Santamera Sánchez and Mr. Luis Fernando Amodio Giombini . And finally, I need to remark that taking the minutes of what happens today in votes will be made by the notary of the Madrid, notary, Mr. Jaime Recarte as a notory public. The general shareholders' meeting is related according to the provisions established in the social bylaws and regulation of the company's Board. ; The announcement of this call for the General Shareholders Meeting according to Articles 173, 177, 516 of the corporate law. And in Article 14 of our social bylaws was published in the corporate official balloting on May 26, 2023. On May 25, the call was inserted on the company's website and his publication has been kept during the whole legal period until acceleration of this meeting. Likewise, on May 25 in compliance with the provisions of the Securities Market Act, the call of the meetings was communicated to the Annual Securities Commission to the corresponding modification of further relevant information. The text of the call of the General Meeting has been available together with the rest of the documents on the corporate website and the headquarters of the company and has been given free of charge to who have requested it. And it is hereby read. [indiscernible] please continue with the formalities for the establishing of the meeting.

Luis Fernando Martín Amodio Herrera

executive
#2

The [indiscernible] of the general meeting is related by Articles 159 to 203 and 511 base to 527 of the corporate law and also in the case of the company. OHLA by Articles 11, 219 of the social bylaws and the regulation of the Board. An agreement with these articles in the General Meeting, will act as President and Secretary, the people who have these responsibilities in the Board of Directors of the company. That is the President of the Board, who is speaking now, myself, Mr. Luis Amodio and Mr. Jose Maria del Cuvillo Pemán, the Secretary. Next Secretory will inform the assembly of the actions -- of the shares present and represented in this event the list of share present and represented in this event formalizing agreement to provisions of Article 192 of the corporate law. The regulation of the meeting and the procedure approved by the Board of Directors shows 43 shareholders present, holders of 7, 300,000 shares, representing 1.25% of social capital and 121 shareholders represented holders of 185.7 million shares, representing a 31.42% of total capital of share capital. We hereby decide that the treasury stock of the company is 706,000 shares and it has been included to conclude as a percentage to establish this meeting being excluded from the shares with voting rise in agreement to the bylaws in the current law Therefore, the present shareholders and represented here have a total of 164 and the present shares plus the ones presented a total of 193.21 million shares equivalent to 32.6% of the share capital which is legally enough to hold this meeting in the second quorum on agreement with corporate law and the corporate bylaws. We hereby attest that in agreement to the provisions of Article 189 of the corporate law. As president capital, we have qualified all the shareholders have issued their remote votes. Likewise, we here by attest, and there are no remote shareholders present with the provisions of Article 21 of the General Shareholders' Meeting. Regulations, we here by attest of the members of the Board of Directors have a representation of 32.2 million shares. Property of shareholders which are out their respective share groups, representing a 16.7% of [ quarter ]. Likewise, the Board members or the share groups represented in the Board are holders of a total of 153.5 million shares, representing 79 points, 4% on the quorum of this meeting. And now agreements in the agenda, requiring a reinforce quorum. And since the meeting is already in second all there is no minimum quorum for the constitution of the board and that provisions for articles 16 of the corporate bylaws, an article 193 of the corporate law. We hereby attest the right to the shareholders to check if they wish the list of shares present and represented as we just referred to. It has been justified on the request of this presence, the existence of sufficient quorum to hold this meeting. Therefore, this presence needs to declare and declares legally and validly established the ordinary general meeting in the second call to deal with analysis and approval of appropriate of all the items, included in the agenda. Next, we give the floor to the notary public, Mr. Jaime Recarte to do the appropriate legal warnings.

Jaime Recarte Casanova

attendee
#3

Thank you, Dear President. It is my legal obligation to ask the shareholders either any reserve or protest regarding the statements of the President and the Secretary regarding a number of concurrent shares and the present and represented share capital. If there are any observations, please let us know. Since we don't have remote participants, I hereby attest it. Well, therefore, for now on, dear shareholders, we're now established in the General Meeting to deal with the items published in the agenda. But before we get into that, I'd like to ask sectary to tell the Board about certain relevant agreements that have been adopted by the Board of Directors that have been celebrated today. The Board of Directors rated today has been followed by the CEO of his intention to resign as CEO after the celebration of the shareholders meeting for personal reasons in that Board of Directors he has been agreed after doing a Federal report from the remuneration appointments committee to reinforce executive structure of the company by giving delegated powers in favor of the present and the deputy, the first deputy President, and they will both qualify as executive as CEOs. Therefore, Mr. Luis Amodio will become the Executive President. And in absence, the first Vice President, will be replacing Mr. Mauricio Mario due to all the former segments, both Board members are not members of the Board commissions they belong to. And due to what we've explained, has been we a favorable report on the remuneration in Appointment Committee to appoint the independent Board member Mr. Francisco García as Coordinating official and second Vice President of the Board. Finally, with a favorable report of the Remuneration Appointment Committee, the Board has agreed the appointment of Mr. Tomás Ruiz as in director with enough powers to daily manage the company.

Tomás Ruiz

executive
#4

Thank you, dear secretory. As a first item in agreement with the remote attendance rules, I hereby declare close the round of questions. I also declare finished to each of those regarding proposals about the item in the agenda that may have been done remotely. And following the instructions stated on the corporate website until this now. The agreement with the applicable regulation and published in the call of this meeting, an intervention request for information, clarification and proposal of agreements on items that are not in the agenda may be legally suggested in celebration of the meeting and will be responded in the Q&A session at the end of the presentations of President and the CEO or within the next 7 days in writing. On the other hand, the shareholders that have raised in the period given to that and have stated the legal procedures applicable their willingness to speak in the meeting up to now, the President declare the Q&A session finished. They can do that at the end of the presentation by the President and the CEO and the President -- the questions made orally may be answered in this event or in the next 7 days in writing. So we have said before, there is no [indiscernible] for the Q&A session. So partly,there won't be questions. The interventions we longly is -- are only stated in a minute when it has been so requested by the shareholder who asked the question. The members of the Board of Directors with the President up ahead, are meeting here today, our General Shareholders' Meeting to be accountable for the year 2022 and refer to the highlights of the year. I'd like to begin this intervention by thanking the employees and all of our stakeholders for the support given throughout the last 12 months. And that support has been essential to approach important challenges that have been shown in the year. In 2022, we have faced a global environment of slowdown, but also of great opportunities for our industry. Development of infrastructures, sustainable and with quality must be aroused to advance economically to job creation and to the progress of society and also leads to guarantee of regional presence, social cohesion and equal opportunities. To promote on that, we have worked at OHLA throughout 2022, and will keep doing that in our reference geographies, the U.S., Latin America and Europe. We are transforming agent. We promote development and the growth of regions where we are present. And we contribute to promote the necessary transition towards decarbonized economy in line with the 2030 agenda of the UN. Ladies and gentlemen, 2022 has been a year, but in general, the company has reached targets from the operational perspective. Sales have being close to EUR 3.26 billion is growth above 70%. We have reached a record number of contracts in last out over the last 8 years with nearly EUR 4.3 billion awarded. Our total portfolio has been above EUR 7 billion, best to euro since 2015. And EBITDA has exceeded the barrier of EUR 110 million for the year 2023. Well, for the 2023, we'll keep working to reach the financial stability. And from the business perspective, we'll focus on selecting the projects and Geographics that will allow us to maximize the spread and profit in each country. And to achieve that, we'll be supported in the great experience and technical ability of our employees, which are our main asset. The promotion of strategic business lines, construction and concessions with new awards, thanks to the revenue programs of investment infrastructures existing in our reference Geographics, the U.S.A., Latin America and Europe. To that, we'll have the reinforcement of our presence in other markets that also have important infrastructure programs. The advancement reached in late transformation, sustainable mobility and renewable energy contracts are all of them essential to advance towards a more sustainable business model and as a cross-sections, there promotion to good governance is an essential factor to attract talent, capital investment, and it is a source of competitiveness for the productive fabric. All these aspects will support our future growth and will be reflected in the items we'll approach in the General Shareholders' Meeting and will lead us to present first the milestone registered in projects. Secondly, the progress in good governance and sustainability. And thirdly, the targets for 2023 in sales, EBITDA and contracts. Fourth, the strategic road map of the company in the midterm and fifth, the results of the company in 2022 and the compliance and meeting of the targets. And to finish, we'll approach the agreements that we will suggest to the shareholders in the shareholders' meeting. Next, we look at the milestones reach in projects in the 2022 that you may see on the slides, we're going to show. Therefore, first, I'd like to refer to advancement reached in detail of transformation in our infrastructure projects. This is allowing us to be more competitive and sustainable by using collaborative methodologies that improve construction processes. In this way, we advance towards smarter and more resilient infrastructures. In that regard, I'd like to highlight that OHLA were pioneers in the construction sector, using BIM, the building information modeling using this methodology in more than 70 building projects and civil works in the U.S.A., Latin America and Europe. An example of that is a railway project that we are building in Lund-Arlöv a pioneering in Europe due to the combined use of the BIM and GIS methodology as well as drones. Secondly, I would like to highlight as a reference for the company. Our more than 100 year experience in hospitals. As you may know, age of the population is one of the most significant social transformations in the Western world throughout the 20th and 21st century. This will mean amongst other things, an increase of the demand of social infrastructures. OHLA has a track record of nearly 100 years in building hospitals. To that, we add that the company has promoted its portfolio of concessions and afterwards in Chile and Spain, we already have under management 825,000 square meters of hospital assets under concession in America and Europe. Thirdly, I'll focus on our promotion towards a much more sustainable business model. This has led us to increase our portfolio with railway infrastructure portfolio in our reference market, reducing the impact in the environment contributing to improve the quality of millions of people and to increase our portfolio with projects of renewable projects all throughout 2022. We add already in 2023, new contracts in this scope. Let me now make a reference to the acknowledgments of the company and awards we have received during 2022. Two, in these images that we're showing you, you can see amongst others, the awards in Spain to Central Canalejas in Madrid, in the United States, infrastructures of New York and Illinois and in LatAm, the Curico Hospital. Ladies and gentlemen, dear shareholders, excellency reached by the company in its project is reflected in the awards we have been given and when using standards of innovation and sustainability. And precisely, about that point, I'd like to highlight that at OHLA, we work for responsible management. We have ethics other focus, good governance and respect of protection of human rights and transparency as the major values of the company. We want to be a sustainable business, fostering decarbonization of economy through the fight against climate change. committing for circular economy or protection of biodiversity in our project. And we commit for social progress. We contribute to growth and to the well-being of societies where we are present. We dynamize local economies, and we generate shared value. With regards to good governance, let me say that for this company, this is a priority. So the approval of today by shareholders of the appointment as an independent board member of Ms. Ximena Caraza. That would reinforce our Board of Directors by increasing the number of independent board members. Thus, the Board would be -- would have 10 members, out of which 6 are independent Board members. The company advances in line with the good governance recommendations in matters of diversity policy applied to its Board reaching the presence of women added 30% and in this sense, I would like to highlight that we will continue working in that line. Also with regards to good governance, I would like to share with all of you a major milestone for this company with the new composition of the Board of Directors proposed to the shareholders' meeting. And it will be the first time in it at OHLA story where the independent Board members represent more than 50% of the Board of Directors. Thus, we feel very proud about the path we're working in this scope. Looking to 2023, I can say that OHLA has got the necessary pillars to continue growing with sales at around EUR 3.5 billion and EBITDA above EUR 125 million and contracts and hiring above EUR 3.6 billion. These figures were, of course, affected by the disinvestment of the services division. With regards to the main lines of business for 2023, in the construction, we will reinforce new contracts with new projects in the reference geographical areas and we will analyze the opportunities to expand the presence of our presence in markets where the company is not present today, but they have relevant investment programs for infrastructures. For concessions, we want to consolidate the portfolio after the awarding of we have had in 2022 in Colombia and in Spain and with the new hirings in 2023 of the Instituto National del Cáncer also in Chile. Let me now go and speak about road map, the strategic road map for the midterm for the company with a double object that we have. From the business side, we're going to be working to improve the operational profitability and the margins of the projects. This will bring improvement the cash generation benefit and operational cash. From the balance sheet stance, we will continue with a firm aim of reducing debt. This will have an effect in the improvement of the credit rating, settling financial stability and operational stability and increasing the financial lines of working capital. And in order to achieve this, we will support ourselves in the disinvestments plan that the group has. Ladies and gentlemen, this company is working at a good pace when reaching its operational and strategic objectives. This is done thanks to the role played by the infrastructures as engine levers on the whole of the company. The sector of infrastructure is one of the most dynamic ones in the economy because it mobilizes great investment volumes. After years of difficulties, we have been able to adapt to ever-changing environments have of great uncertainty. New with bring us to in the infrastructure sectors. There's big liquidity in markets. And every year, the number of financial and institutional investors grow in these sectors, amongst them, pension funds, infrastructure funds, sovereign funds, insurance companies and all these look for investment opportunities, satisfying their demands of Europe's limiting risks. That's why we're optimistic before the opportunities that we have ahead. And we're going to work in a framework of transparency and good governance weather support from the business side is coming from the investment programs that exist in the geographical areas of reference, that is Europe, United States and Latin America, and these areas must face major deficits in terms of infrastructure. OHLA has a strong position in all of these areas, more than 100 years of trajectory in Europe, more than 45 years of existence in LatAm and almost 20 years of presence in the United States. The company is ready to tackle each and every one of these challenges and to face them. And that will be done, thanks to your support, the support of our employees and the whole of our groups of interest whose backup will be essential to be able to walk towards growth. Ladies and gentlemen. Before giving the floor to Mr. Jose Antonio Fernández Gallar so that he gives the detail of the evolution of the company from these operational stance of 2022. I would like to thank him for the work he has done in the last 5 years. During this period, he has worked strongly bringing strong results to the business and to the balance of the company. Likewise, let me also thank the management team of OHLA and its employees that have worked hard to bring these great transformation operation why is why. OHLA is today a renewed company, which is growing. But we still have got major goals to achieve from the stance of reduction of debt and growth in our businesses. Do not hesitate. We will devote all our efforts to achieve these objectives and to contribute the highest value to our interest groups. And as a final comment in this intervention, I would like that after the exit of family vebinar exit of the shareholders of OHLA, let me say that on behalf of the Board of Directors, we want to acknowledge pay respects to Mr. Juan-Miguel Villar Mir Founder of this group of infrastructures because of the major work that he has done. Let me now give the floor to the member, Mr. Jose Antonio Fernández Gallar. After his interpretation, the Secretary of the Board, we will talk the proposal of agreements expressed by the Board of Directors.

Jose Antonio Gallar

executive
#5

Thank you very much, Mr. President. Good afternoon, everyone. Let me start my intervention, there's general shareholders meeting by thanking all of you for following this event remotely. I want to thank the President for his words thanking the management done by the company during the last 5 years. President. Thank you for your support on behalf of all the employees of the company. Another, the achievements we have managed to obtain and the ones that the company will get in the future or the fruit of the work done by the team of people that are part of this group of infrastructures that we must feel proud of being part of. Their talent, effort and sacrifice have made it possible to transform the company. Today, we work towards new business models that are more sustainable and collaborative towards more acquisitive and resilient societies. And in this new environment, infrastructures will have a protagonist role as levers and countercyclical levers of growth, facilitating assets to -- for long-term development. And to foster this growth and progress, we will need to tackle the major challenges of the 21st century, amongst which we find the development added management of talent, the engine to success of any business organization. And climate change and the decarbonization of the economy due to the size of the necessary investments and the urgency to have them done. As you all know, we face scarcity of human resources in key sectors such as the one of infrastructures. And this could condition the advance of the productive fabric and therefore, the economy in general terms. So we have to focus our attention in order to face these major challenges. With regards to climate change, we support this a model of a more sustainable business as stressed by our President, but we are committed to set reduction objectives of our own emissions to become Net Zero by 2050 in our emissions. Let me now refer to the evolution of the company in 2022. And more specifically, I will give you the results of the exercise and the achieving of the objectives. As Mr. President has said in his intervention, OHLA has finished 2022 with major operational results, overcoming our forecast in the main economic parameters of the company. And we have done so in a year with inflation pressures the hardening of currency conditions that War in Ukraine, tensions in the energy sector. And with the evolution of the global activity, economic activity trend towards deceleration. Thanks to work done by the people in these 12 months, we have achieved major goals. Our sales are at EUR 3.257 billion versus the EUR 3 billion we had set as the objective So EUR 3.2 billion versus EUR 3.0 billion. Our EBITDA has reached EUR 114 million versus EUR 100 million foreseen. It's the first time in the last 5 years that we overcome the barrier of EUR 100 million in EBITDA net result, which reflects the improvement of the business. we have reached our record of contracts in the last years with almost EUR 4.3 billion awarded risk represents accretive advance versus the EUR 3.5 billion we had foreseen of contracts in the year. Our total portfolio is above EUR 7 billion, the best figure since 2015. I have fostered the division of concessions. We add in the year, 2 new assets that we manage, the Accesos. Norte 2 in Colombia, Bogota and the expansion of the hospital of Niño Jesús in Spain, where we are building the parking lot as a concession. And in 2023, we have awarded the -- been awarded Instituto National del Cáncer in Chile, reinforcing our great experience in the hospital environment. For balance sheet in 2022, we have reduced our leverage up to 3.8x EBITDA. Including in this last figure, the offer to buy back bonds that we closed in February 2023. Let me now focus on the evolution of the main magnitudes of the group during the last 12 months. Sales are at EUR 3.257 billion. That is an increase of 17.3% more versus 2021. EBITDA, a closes 2022 at EUR 114.1 million, which is 25.1% more than in 2021. EBIT totals EUR 45.8 million, almost twofold the EUR 24.5 million we had in 2021, that is an 86.9% more than in 2021. And the net result reflects losses of EUR 96.8 million. With regards to the evolution of the different divisions of the business group from the stance of the P&L account Construction has reached sales of 2.7 billion an increase of 21.3% versus the figure we had in 2021. EBITDA of EUR 129.3 million with an advance of 28.7% versus 2021. This division improves its margin up to 4.8% of sales. Yield that is higher than 1% we had in 2021, which consolidates the trend of improvement started in 2019. Services sales grew at 9.1%, reaching EUR 399.3 million, but with a step back in its EBITDA of 27.2%, reaching EUR 11.5 million because of a one-off extraordinary impact. Industry, it finished 2022 with sales totaling EUR 130.6 million. That is 21.1% less than in 2021. This division is under great transformation, is focusing renewable energy projects and presents an improvement in the margins totaling 3.4% of improvement. And in this sense, as highlighted by the President. The contract awarded in renewables during 2022 are joined by new projects awarded in 2023. And from the stance of the balance sheet and as a summary of 2022, let me highlight the strong reduction of gross financial debt. Let me now focus on 2 of the pillars of the company, contracts and portfolio. In 2022, contracts in the company represented EUR 4.273 billion, which is 15.6% higher than the figure we had in 2021, and this is the highest figure since 2014. On its side, OHLA Chile has closed 2022 with a total portfolio of EUR 7.034 billion, diversified by geographies, types and projects. This amount of the total portfolio is the best registered since 2015, representing a growth of 21.1% versus 2021. On it side, the portfolio of orders in construction reaches EUR 5.807 billion. That is 21.1% more and a hedging of 25.7 months of sales. Construction is 16.2% higher than what we had in 2021, totaling EUR 3.576 billion. Among the main projects in the portfolio for construction in 2022, we can find in the United States. The Maryland like train, known as the Purple line. One of the biggest railway projects are up and running in the country. We can add other sustainable mobility contracts in the metro of New York. In LatAm, let me highlight the construction of the Accesos Norte 2 concession in Colombia and infrastructure an infrastructure that will benefit almost 8 million inhabitants. And together with this project, let me highlight new hospital contracts in Peru. And in Europe, let me mention the rail world projects in Spain, the Czech Republic, Sweden and the singular build construction site in Ireland. With regards to sustainability, which is essential for our growth and as reflected in the slides that we're seeing in the screen, let me highlight that during 2022, we have reached 75% of the objectives we had foreseen in the plan sustainability plan that goes from 2022 to 2024. We have even reached the objectives foreseen for 2023 and 2024. Therefore, we have reduced 45% of Scope 1 and 2 emissions incentive versus our 2017 emissions. We have believed in secularity of waste our [ work in site ] in 82% of non-hazardous waste was recycled, reused or valued. 100% of our R&D projects have a positive turn to society. In fact, 56% of projects have an impact on the climate change mitigation targets and 89% in social targets. Currently, 10% of the targets of individual management of OHLA management are linked to ESG metrics. And that percentage is expected to reach 20% in 2024. Regarding our activities, we're working to get in lined with environmental and social targets have been set internationally. Specifically, in 2022 and within the framework of the most conservative scenario, we may say that 15% of our business figure and 18% of cap expenditure, CapEx are aligned with the mitigation and climate change adaptation targets of the European Union and the main activities are transport construction energy. However, the growth potential we have in activities that according to taxonomy are sustainable is high if we take into account the percentage of liability that reaches 85% of the net amount of the turnover and 82% of the group's CapEx. I'll next refer to the evolution of the company's EBITDA. And on the next slide, you may see the relevant growth of the EBITDA since the year 2018, which reflects the great effort carried out from operational management and project perspective. Focusing on risk control and developing an active management of the capacity of the guarantee and bonding lines and focusing the activity in our 3 geographical areas. Regarding the evolution of gross debt, as you may see on your screen, we have reduced it consistently since in 2018 regarding the bond debt, I'd like to mention the company closed the year 2018 with an amount of EUR 894.5 million. And already March 2023 this year, EUR 423.3 million, representing a decrease of more than 50%, which is very relevant. And as you may know, our commitment with leverage reduction has been eased and will be firm and decisive to keep advancing towards sustainable growth. To do so, the company has implemented our investment and asset turnover plan for longest assets where we have the service division, the CHUM Hospital in Canada where we have a stake of 20% and all stake 50% in the Canalejas center in madrid . These divestments, combined with other actions, will allow us to obtain our target levels for leverage reduction and to be growing. Next, I'd like to please go through the track record of OHLA throughout the 5 years of my mandate that is between 2028 and 2022 in that period, we have taken decisions regarding the structural cost reduction that has been very important. The risk and trial through the implementation amongst others of the contracts committee, the cash flow control and financial discipline. Of that has been reflected in the transformation experience with the company. Therefore, in that period, sales have grown by more than 12%. EBITDA has exceeded EUR 114 million versus losses of about EUR 500 million. Gross financial debt has been reduced in more than 41%. Leverage has been at 3.8x EBITDA versus the record of more than 12x back in 2018, [ Condraave ] have grown by more than 60%. The total portfolio has grown by more than 15%. And I'll finish by thanking our dear shareholders for the trends they have given us during these 5 years. And they have given me today, we submit to the approval of the young shareholders meeting my renovation for a national period of 4 years. We need to announce that if I am finally rechosen have adopted a firm decision to present margination for personal reasons. And after finishing an important. At state of Important changes have made the decision to leave the baton to somebody else so that the company in a new stage may complete its transformation and consolidated by keeping growing. I'd like to finish my intervention by thanking the President. Thank you, Luis and the deputy President. Thank you, Mauricio , to the stakeholders that have supported us in this period and especially to my colleagues in the management team, the Board and all of the employees of this company. I firmly believe that OHLA has the best team on the future of the company. If we look at the current market situation and the need of infrastructures in the world will be a grateful place. Dear team, I wish you from the bottom of my heart, the very best. Thanks to your commitment, your effort, you sacrifice. We have been able to operate the changes of the company need in the short term. Thanks so much for your attention. And I'll now leave the floor again to the President.

Luis Fernando Martín Amodio Herrera

executive
#6

Thank you so much for these years, dedicated with so much effort to the company and thanks so much for your kind words to the team and the company. Remember, this is and always be your home. Dear secretory, let's proceed with reading the questions in interventions received in legal form and term.

Unknown Executive

executive
#7

Dear President, we hereby attest, we have not been receiving requests from the shareholders, then remotely. Therefore, we may finish the round of questions.

Luis Fernando Martín Amodio Herrera

executive
#8

Okay.

Unknown Executive

executive
#9

Let's proceed then to submit to the assembly, the proposal of the agreements of the Board of directors has formulated and literal text comprehensive manner has been given to the notary public proceeding to rein the summary of the agreement come that we announced the result of the vote in this Sectory. Thank you. Today, we propose 9 agreements and the comprehensive effect has been made available to the shareholders. Together with the justification reports in the augmentation of the general shareholders meeting. Out of these 9 items, there are 5 that have the consideration of the audit agreements, first for regarding the annual accounts and the management of the Board during the year 2022 and then agreement, 6, consisting of the consultative vote of the report or remuneration of Board members during the year 2022. Apart from these 5 agreements, the shareholders who also vote separately and independently on the agreement of reelection of Mr. Jose Antonio Fernández Gallar, the executive board member, the election of the independent directors Carmen de Andrés Conde, César Cañedo-Argüelles and Reyes Calderón Cuadrado and the appointment as a new independent director of Ximena Caraza Campos reaching with this appointment percentage, if the shareholders agree, a percentage of 30% in the number of female Board members on the total of the members of the Board of Directors. As an external agreement to also suggest in item 7 of the agenda, the approval of our modification in the current compensation policy in place until December 2025. So that, amongst other adjustments may increase maximum in the limit may increase a maximum limit on the amount that may be distributed by the Board of Directors to all external directors of the company, aligning it to have comparable companies in the construction sector. And this suggestion has the favorable report issued by the remuneration Appointment Committee after assessing with the due advice the trends and practices in the market. The commission or committee this bond has also taken found remuneration of the board regulations. That enables the possibility of the creation of an executive committee and the increased functions and responsibilities of the President of the Board. All that will increase foreseeably, the dedication of Board members in a row manner that may justify an increase of their compensation. Likewise, in the 8th segment, we inform the modifications of the relation approved by the Board of Directors since in the last the annual shareholders' meeting related. Specifically, Article 14 of that regulation in order to increase the duties and responsibilities are the President of the Board for a better coordination in their work together with the CEO and the creation of Article 14 is to foresee the possibility of the [indiscernible] powers an Executive Committee as I've mentioned. Finally, the agreement #9 for the litigation of power for formalizing women's that the board may approve.

Unknown Executive

executive
#10

Thank you, dear secretory. Having finished the period to issue votes on the proposals regarding the items in the agenda that has been done remotely. This sector will next read a brief summary of each agreement and the result of the vote.

Jaime Recarte Casanova

attendee
#11

Sure dear President. The first agreement is a semination and approval, if appropriate of individual annual accounts, balance sheet, P&L account segment of changes in net equity affect cash flow statement and report and management report corresponding to the financial year '22 of Obrascon Huarte Lain S.A. and its consolidated group. The agreement suggests to approve the annual accounts created by the balance sheet, The P&L account, the change statement in net equity free cash flow changes in the report closed as of December 31, 2022 for the company as consent is it approved at 190.4 million votes in favor, 4,330 in abstention and 2.3 millions votes against. Therefore, the proposal is approved by our majority second agreement suggested. If examination approval, if appropriate, of the nonfinancial information segment that is part of the consolidated management report corresponding to the year 2022. The proposal of the Board is to approve the non financial -- the information statement consolidated corresponding to the year close on December 31, 2022, is part of the management report of the consolidated group of Obrascon Huarte Lain S.A. Is it approved, there are EUR 190.4 million votes in favor, that is 98.5%. And 30,000 votes agaist. And one assertion of fourth -- well, in assertion 4,000 votes, the authorities approved as a majority. The third agreement just is the exclamation approval, if appropriate of the preparation proposal the results of the year 2022, proposal that the Board is to distribute the positive results of the year amounting to EUR 66.07 million to offset negative results from former years. So it's being voted on. That's item #3. The result is 190.4 million votes in favor, that's 98.5% against 2.7 million votes and 4,330 votes in abstention, Therefore, the proposal is approved by a majority of agreement for simulation approval is appropriate of the management of the Board of Directors during the year 2022. The proposal of the Board is to approve its management regarding the year 2022 is approved. Well, the 189.4 million votes in favor. That's 99.05% against 3.5 million votes against, an extension of 4,777 votes in abstention, therefore, the proposal is approved in the majority, 0.51, the reelection of Mr. Jose Antonio Fernández Gallar. The Board after the report from the Remunerations and Appointments Committee suggests we choosing again Mr. Jose Antonio Fernández Gallar, of the CEO of the company. The appointment is done for 4 years from the time of this agreement. And he will have the consideration of executive [indiscernible] and he's CV has been attached, which is an appointment as a Board member of the company is approved with 199 million in favor, that's 99.05%, 1.5 million votes against abstention of 2.8 million votes. Therefore, the proposal is approved via the majority, right. 0.52, the reelection of Ms. Carmen de Andrés Conde the Board of proposal of the Committee of remuneration. So Yes choosing again or letting again Carmen de Andrés Conde for the company as a Board member. And that position is for 4 years from the time of this agreement. To the proper effects, we hereby we say that she will have a consideration of independent adviser has been published. We have published her CV as well. We have started it to the call. It's approved. 189 million votes in favor that's 98.05%, votes in favor, 1.3 million votes against and 2.4 million votes in extensions. Therefore is approved by the majority. 5.3, the reelection of Mr. César Castañedo Argüelles Torrejón the Board proposal Committee suggest reelecting Mr. César Castañedo Argüelles Torrejón as Board member of the company. His appointment is made for the huge period of 4 years from the date of the present agreement with proper effects we hereby state that he will have the consideration of independent adviser and we have attached to the call of this meeting, his CV. Is it approved with 181 million votes in favor. There's 94.08%, 9.02 million of abstention were both against and the abstention of 4.4 million votes. Therefore, it is approved by a majority Item 5.4, the election of Ms. Reyes Calderón Cuadrado, the Board, the proposal of the Remunerations and Appointments Committee just reelecting Ms. Reyes Calderón Cuadrado as a board member of the company. Her appointment is done for [indiscernible] period of 4 years from the date of the present agreement. The appropriate effect, we hereby state that she will have the consideration of independent adviser with a call to this meeting, we have published her CV. Is it approved with 172 million votes in favor which is 89.3%, 18.2 million votes against representing 9.2%, an abstention of 2.4 million votes. Therefore, we approved this appointment by majority. 05.5 . the appointment of Ms. Ximena Caraza Campos, and the Board, both of the remuneration and Appointments Committee suggesting Appointing Ximena Caraza Campos as a Board member of the company. Her appointment is done for the strategic period of 4 years from the date of the present agreement for the property effect, we hereby state that she will have the consideration of independent adviser. We have published with a call to this meeting her CV. The 189.4 million votes in favor, that 98.05% votes in favor, 1.35 million votes against and 2.4 votes in abstention therefore, the proposal is approved by a majority. Agreement #6, consulting voting of the annual report on remunerations of the Board members corresponding to year 2022. The Board asked for consulting voting. The annual report issued on the remuneration of board corresponding to 2022. 189,043,000 votes in favor, [ 96.314% ], 6,214,996 votes against, and that's 3.473%and abstentions of 400,4,609 votes. So it's approved by majority. Agreement #7, approval of the modification of the remuneration policy for the Board members. The Board proposes, according to Article 529 novodecies of the capital corporate law, the modification of remuneration for the Board members of Obrascon Huarte Lain S.A. currently in force by applying it since 2023 until 31st December 2025, including the amount of maximum annual remuneration for the external board members. This proposal has a favorable report from the Appointments and Remunerations Committee. The full text of the proposal to motivate the remuneration policy for the Board members has been available for the shareholders, together with the rest of documents related to the general shareholders' meeting since the date of its call. it is approved by 168,000,974 votes in favor, 87.471% 24,128,924 votes against, 12.257% and 4,424 votes of abstentions. So it's approved by majority. And finally, we have point #8, which is a report on the changes in the bylaws of the Board of Administration approved by the Board of Directors of the company. So the modification of the bylaws of the Board of Directors are informed according to the report done by the Board of Directors to put at the disposal of shareholders, 190,435,754 votes in favor, that's 98.525%, 287,724 votes against and 2,425,728 abstentions. Therefore, it is approved by majority. And 9 point, the deviation of power is to develop and to raise the publicly registration of the previous agreements and to carry out the prospective deposit of new accounts at the Mercantile Registry, which consists of delegating into the Board of Directors the powers to complete and correct all the approved agreements and to allow the President Deputy Secretary for any of them to -- with all the powers necessary by right to appear before Notary Public to raise the public, the agreements approved and do all the tasks necessary so it's registered when necessary in the corresponding public registery , yes and to do the legal deposit of annual accounts before the Mercantile Registry and provide necessarily all the documents for these ones requesting the partial description pending for the verbal or written qualification in the registry. 190 million votes in favor, 98.525%, 287,724 votes against and 2,425,728 votes of extension. Therefore, it is also approved by a majority. So all the agreements requested to by these shareholders meetings are approved. Thank you very much Dear ladies and gentlemen, shareholders, for attending this meeting, and thank you for your trust. This session is adjourned. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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