Promotora de Informaciones, S.A. (PRS) Earnings Call Transcript & Summary

June 29, 2026

BME ES Communication Services Media shareholder_meeting 99 min

Earnings Call Speaker Segments

Operator

operator
#1

We're just waiting to get the quorum, so we can get started. Thank you for your patience. Good morning, ladies and gentlemen, shareholders. Welcome on behalf of the Board of Directors and on my own, I would like to thank you for coming to this General Meeting of Shareholders of Promotora de Informaciones, S.A. I would now like to give the floor to the Secretary to report on the details of the notice of the meeting and the quorum for attendance at this meeting.

Unknown Executive

executive
#2

Thank you very much. Good morning, everyone. The General Shareholders Meeting, we are going to hold has been called as according to Article 4 of the meeting regulations. The notice of the meeting was published on the 28th of May 2026 in the base newspaper on the website of the National Securities Market Commission, the CNMV and on the company's website, in accordance with the provision of Article filed with the meeting regulations. The notice announced at the Annual General Meeting will be held here at the headquarters of the base newspaper while also providing for the possibility for shareholders to attend the event remotely in accordance with the terms set out in the notice of the meeting. Consequently, this general meeting is being held in a hybrid format that is combining the physical and remote attendance of shareholders and their representatives. In the event of a failure of the systems and services for facilitating remote attendance, the general meeting would be suspended for the time necessary to amend the issue, and the meeting would resume immediately after the aforementioned systems and services have been restored. To this end, information regarding the suspension and restoration of the electronic systems and services will be published as soon as possible on the company's website or via the live streaming of the meeting. Unless anyone says otherwise, I propose that the notice of meeting be deemed to have been read. The general meeting is chaired by the Chairman of the Board of Directors, Mr. Joseph Oughourlian and I would Secretary of the Board of Directors are acting as Secretary in accordance with Article 12 of the Articles of Association. Furthermore, the presiding committee of the General Meeting comprises the member of the Board of Directors attending this meeting, both in this room or remotely. The general meeting is attended by the Madrid notary, Mr. [indiscernible] who has been appointed by the Board of Directors to draw up a notarial record of the proceedings at the general meeting in accordance with Article 203 of the Capital Companies Act and related visions. The quorum that I have been provided by the company's organization is as follows: Attending the meeting in person are 18 shareholders who own 167,67,510 shares. That represents 12.4% to 8% of the share capital. Represented at the meeting are 81 shareholder who own EUR 885,312,362 shares that represents 65.6%, 20% of the share capital. Therefore, in total, at this meeting are either present already 99 shareholders who own 152,985,842 shares, that represents 78.0%, 49% of the share capital. So the quorum, the attendance there is about 50% of the share capital in accordance with article of the bylaws in relation to Article Online 4 of the Spanish Capital Companies to convene the meeting. In accordance with the provisions of Article 17.6 of the rules of Procedure of the General Meeting. The General Meeting is hereby declared to be validly constituted on first call. I now give the floor to the notary in case any shareholder present wishes to raise any objection regarding the valid constitution of the meeting or the details on the attendance list. I would like to say, are there any reservations or objections regarding the Secretary statements concerning the number of shareholders present, the capital present or the constitution of meeting. If any shareholder or representative physically present in the room which is to raise any objection or protest regarding the valid constitution of the meeting or the attendance list, they may do so at this time by coming up to this table. Similarly, if any shareholder attending the meeting remotely wishes to register any reservations or objections regarding the valid constitute the meeting or the details of the attendance list please could you do so via the button communications to the notary on the remote attendance platform. Thank you very much. Thank you very much, Mr. Notary. I would now like to give the floor again to the secretary. Thank you very much, Mr. President. Now I should provide some clarifications regarding the voting procedure as well as the manner in which the shareholders who so wish may address this meeting with an intervention. Once the shareholder speaking time has concluded, we should proceed to the reading and voting on the proposed resolutions related to the items on the agenda. In accordance with Article 20 of the rules of the procedure of the general meeting, the accounting of votes of the resolutions proposed by the Board of Directors in relation to each and every item on the agenda shall be carried out using a negative deduction system. For these purposes, votes in favor shall be deemed to be those corresponding to all shares physically and electronically present and represented. At the meeting, plus the affirmative votes cast prior to this meeting by means of remote communication from which will be deducted the votes corresponding to shares whose holders or representatives state that they are voting against or they're casting a blank bot or staining. We would like to inform shareholders attending the meeting remotely that if any of them wish to vote against Castablankvok or obtain abstain in relation to any of the proposed resolutions concerning items on the agenda and it's not yet done so by the online attendance plate. They may -- we do so now via that platform as once the speaking session has ending, the voting will close for shareholders attending the meeting online. With regard add to interventions by shareholders and their representatives, those who are physically present in this room and wish to speak at meeting must from this onwards register their intention at the notaries desk identifying themselves and stating the number of shares they hold and the number of shares they represent at the meeting as well, where applicable, the item on the agenda to which their speech is related. Speakers who wish to have their remarks recorded a beta in the minutes must also first expressly state this to the notary public for their wish to be recorded verbatim in the minutes and number two, provide the notary public with a copy of the verbatim text of their remarks. Please note that in accordance with the notice can be in the shareholders' meeting. Any statements proposed resolutions or request for information, which in accordance with the Spanish companies at shareholders and repetitttending the meeting remotely intended to make should have submitted to the company in writing or by the online attendance platform between 9 a.m. and 12 today far more in case of remote attendance, if a shareholder or the representative wishes their remarks to be recorded verbatim in the minutes of the meeting, they should have expressively stayed so in the text of their remarks. Once the list of shareholders wishing to speak has been finalized and following the presentations that would take place thereafter, the Chairman will open the floor for speeches calling on the shareholders in the order determined by the Chairman provided that they appear duly registered on the list of attendees. Now we will hear from the Chairman of the Board and 2 -- and the CFO and the 2 Executive Directors of the company.

Joseph Oughourlian

executive
#3

Thank you, Secretary. Once again, good morning, ladies and gentlemen, and welcome to this General Shareholders Meeting of PRISA 2026. Thank you all for being here as well as thank you to all of you who are following us over the Internet. A year ago, I concluded my test to you assuring you that PRISA is not a toy, and that the focus of my presidency was on the stability, the business and the integrity of the company. Three months on, I stand here before you, having fulfilled those promises. Today, PRISA has a sound strategic plan in place with a clear and shared road map and with strong results that demonstrate that the work carried out has been appropriate. You can see these results which will be detailed after by the CEOs of PRISA Media and Santillana and our Chief Financial Officer, that confirmed a clear improvement in our key operational and financial indicators in 2025 and so far in 2026. I would like to highlight just a couple of indicators that I considered fundamental. At the end of May, ALPA is had almost 470,000 subscribers representing a 13% increase on the same month last year. And subscriptions to Santillana's educational programs than at nearly 3.9 million, an increase of almost 20%. As you can see, these are spectacular figures, which, together with the rest of our operating results allow us to project that we will close the year with revenue of over billion and EBITDA margin of between 18% and 19% and a net debt-to-EBITDA ratio of less than now 3.9x. These figures are a tangible reflection of a company that has regained its momentum strengthened its structure and is once again growing with equal measures of ambition and prudence. And let me ask emphasize. This is only the beginning. Because if there is 1 thing that characterizes this phase is that we are not simply managing the momentum of the past but laying the foundations for the future. But it would be irresponsible to tackle that future without acknowledging the complex political and economic and social landscape in which we operate. We live in a world that no longer takes piece or democracy for granted, a world in which geopolitical tensions have identified in which the multilateral architecture has weakened and in which uncertainty is part of everyday life. We also live in a world in which large technology companies have acquired a capacity for influence that in some areas, rivals that of states themselves, platforms that act as intermediaries for information, that condition access to knowledge and that, to a large extent, shape public discourse. In short, we live in a world that is more unstable, more and secure and in some respects, more regressive than 1 we believe to be firmly established. And it is precisely in this context that brings us role, takes on its full significance because if there is one thing we need in fragmented polarized societies, inundated with overabundance of information, which is not always accurate, not always responsible. It is education and information. It is structured knowledge and journalism committed to the truth. These are precisely the 2 activities to which by vacation and conviction, we dedicate ourselves at the PRISA Group. Tatiana and Prisa media are, moreover, led by Chief Executive Officers who have an extraordinary understanding of their businesses and the world in which we operate. Overall, that demands certainty and trust from us. and asks us to help shape our shared future and a common vision. For this reason, over the past year, we have undertaken part reaching changes, particularly at PRISA Media. These changes were necessary, carefully considered and implemented with agility and rigor. I would like at this point to expressly acknowledge the work of Pillar R, whose contribution has been key to drive the new era in the management of the division, with a strategic and professional approach aligned with the current challenges facing the media sector. Her work has helped to consolidate structures, improve processes and reinforce a vision that combines editorial ambition with corporate responsibility. Thanks to these efforts, we are already seeing her improvement in Prisa's Media's results. There has also been a significant change at Santillana. Since the first of January 2026, Alberto Polanco has been the new CEO, succeeding Francisco Cuadrado, whom I would like to sincerely thank for his dedication and his contribution to building Santillana into the educational giant it is today. Alberto is a clear example of how talent is nurtured at PRISA. He has been with us for 31 years, knows the company like no one else. And his career has been marked by enormous successes such as his management of operations in demanding markets like Colombia and Mexico. He faces a challenge bent of driving a new phase of growth, innovation and adaptation to the need, particularly technological ones of the education system in the countries where we operate. I am convinced that his experience and his knowledge of the sector will be key to ensuring that Santillana remains a leading player. Ladies and gentlemen, the time has now come to discuss how we are going to face the future and allow me to do so by highlighting what is undoubtedly one of PRISA's greatest strength. The extraordinary value of its brands. Few companies can legitimately say with evidence that their brands form part of the cultural and educational heritage of the societies they serve. LPEs, which is celebrating its 50th anniversary this year, is experiencing a particularly significant moment because of the anniversary itself, of course, and above all, because of the success of that celebration amongst its readers and the extraordinary institutional impact it has had have a century after its foundation, PAS remains an undisputed benchmark for journalism in Spanish, both within and beyond our borders and an essential pillar of precise prestige. I am sell struck by the readers response to the 50th anniversary event that took place at the beginning of May. More than 50,000 people attended the festival organized by the newspaper at the Matadero in Madrid over 2.5 days, truly impressive. I'd like to take this opportunity to greet Javier Moreno, who organized this event. Camber, which celebrated its Centenary 2 years ago, it's not just a radio station. It is an institution that has a company generations of citizens narrating Spain's recent history with a proximity and credibility. Its leadership cannot be explained solely in terms of staff or audiences, but rather by the trust build of over 100 years. And what can we say about Radio Caracol Los Corina and the countless radio brands that day after day bring us into the lives of millions of people in both Latin America and Spain. Santillana for its part, is a leading educational provider across all Latin American countries, serving 30 million students. Its presence, its knowledge of local education systems and its ability to adapt to technological and educational changes make it a strategic asset, not only for the group but also for the societies which we operate. education knowledge and the future go hand-in-hand in this division in a particularly clear way. On these sound foundations, we have our 2026, 2029 strategic plan. It is not a theoretical plan, but a concrete realistic and demanding road map designed to strengthen the business reinforce our brands, accelerate innovation, consolidate our financial position and to propel PRISA into the future with ambition and prudence. Whilst the previous strategic plan 2022, 2025, help the group get back on its feet. The one -- there are radio friends here. So I was saying April 2020, 2025 plan, help the group to get back on its feet. The one, we are presenting to you today, which our Chief Financial Officer, will discuss in greater detail, will enable us to establish ourselves at levels of revenue, EBITDA and cash generation that will make us a truly sustainable company. As I emphasized at the Capital Markets Day that we held last March. With this plan, we will strengthen the business, drive new revenue streams and draw on innovation, artificial intelligence, and in-house talent to capitalize on the business opportunities that arise, particularly in Latin America and the Hispanic market in the United States. Allow me to pause for a moment to highlight the tremendous opportunity presented to us by making effective use of the boom in artificial intelligence. At Santillana, and Alberto will go into more detail on this later. The application of our educational systems opens up some very attractive business opportunities, which we are already working on. Something similar is happening at PRISA media. The use of AI, always under human supervision provides us with a very valuable tool for achieving our goal to offer our readers journalism of the highest quality. I can assure you that today, we are a stronger company and better prepared for growth. And we will achieve this with discipline, realism and great ambition. I do not wish to step an issue that is vital for us. debt, which remains a significant challenge for the group. Fortunately, the refinancing deal we successfully finalized last year enabled us to take a major step forward to be in a position to drop a strategic plan, such as the one we have just launched and to look to the future with ambition and optimism. That said, we must bear in mind that financial discipline is and will continue to be an absolute priority. Our debt has fallen by 4%. And we will generate positive cash flow in 2026 for us financial discipline, as I say, is an absolute priority. Before I conclude, allow me to express my gratitude to several people. First and foremost, to the group staff whose talent, commitment and daily efforts ensure that PRISA remains a leading company. And more especially, to you, the shareholders, for your cost and support for your trust even in the most difficult times and for your conviction that this project deserves to move forward. Ladies and gentlemen, PRISA faces the future from a much stronger position than it did a year ago. We have strengthened our financial stability. We improved our operational performance and enhanced credibility. But we are not resting on our laurels. This is only the beginning and the best is yet to come. We know the challenges are enormous. That competition is fierce, but the environment will remain uncertain. And we also know that we have unique assets, our brands, our talent, our dedication and our commitment to society in a world that is becoming increasingly fragmented. PRISA aspires to be a meeting point or to reencounter point, a space where truth and quality education are upheld, a key player in building a future that is better informed, fair and more inclusive. That is our mission, and that is our commitment to you. Thank you very much.

Operator

operator
#4

Now I would like to give the floor to our CFO, Javier Ruiz who is going to explain a little bit more about the details and the figures of what I've just mentioned. Thank you.

Francisco Ruiz

executive
#5

Thank you, Chairman. Ladies and gentlemen, shareholders, good morning. It's an honor to address you today at this Annual General Meeting to share with the transparency and the rigor required by this meeting, PRISA's financial performance the key milestones of the 2020 financial year and above all, the roadmap we are drawing up for the next few years. Allow me to begin by thanking you for your presence and your continued commitment to the company. In a challenging environment, such as the current one, the support of our shareholders is not merely a former Juster. It is a sign of trust that we deeply value and which strengthens our responsibility as managers. At last year's AGM, we characterized the macroeconomic environment as volatile and certain complex and ambiguous. Today, we can confirm that this assessment not only remains valid, but it has become even more pronounced. Geopolitical tensions in the Middle East persist. The trade protectionism has intensified triggering periods of heightened volatility in the financial markets and the monetary policy remains restrictive and interest rates have risen throughout much of the period. The result is uncertainty that is no longer cyclical but structural. Financial markets react with extreme speed, visibility and economic growth is limited, and the margin for strategic error has narrowed significantly. Added to this macroeconomic context are specific challenges for our businesses, profound changes in news consumption habits and accelerated transformation of educational models pressure on advertising expenditure and greater sensitivity amongst household and public administrations through the economic cycle. In such a scenario, the primary responsibility of a company like PRISA is to preserve their financial stability, not only to weather adverse events, but also to safeguard the business and above all, its core purpose of contributing to the progress of people and society in where we operate. That is why we also pointed out at last year's AGM financial stability has not been a reaction to the current uncertainty, but rather the guiding principle of our management over recent years. In 2025, we have continued to build on this strategy with clear priorities and a rigorous allocation of resources convinced that only from a solid financial basis, is it possible to sustain press growth and transformation. 2025 has, in essence, been a year of preparation that enables us to tackle our new 2026, 2029 strategic plan on a sound footing. It was a year in which PRISA demonstrated that a sustained focus on financial discipline and on strengthening our businesses generates tangible results. The group thus closed the financial year with an EBITDA of EUR 163 million maintaining operational resilience even in the face of significant impact such as a delay in the public tender for in Sinomioin Brazil, which is now being recognized in 2026. The year's performance is underpinned by sound business dynamics, particularly notice the growth of Santillana's private sector business with significant increase in subscription models as well as the strong performance of presumed driven both by improved advertising revenue and the sustained subscriber growth at EL PAÍS. These trends reinforce the quality and recurring nature of our revenue and reflect progress in adapting our business models. From a financial perspective, 2025 once again, demonstrates the progress made on the road map we have been implementing in recent years. Operating cash flow generation grew compared with 2024, as we should see in more detail in a minute, the total cash flow for the financial year was positive Furthermore, the debt refinancing undertaking during the year represented a significant milestone providing greater stability and visibility to our financial structure. Net debt stood at EUR 757 million at the end of the financial year, and we remain committed to reducing it supported further by a robust liquidity position. Overall, 2025 has not only been a year of resilience in a challenging environment, but a year in which PRISA has continued to move forward with determination, strengthening its financial position improving the quality of its revenue and laying the foundations for sustainable long-term growth. Now turning to a detailed analysis of the 2025 financial year, revenue amounts to EUR 904 million compared to EUR 920 million in 2024. The devaluation of Latin American currencies resulted in a reduction in the revenue of EUR 47 million. Furthermore, our revenue performance was affected by the temporary postponement to 2026 of the delivery of the Navidad Ensino Medio order in the Brazilian public sector business. All that performed exceptionally well. of the delivery of this order is recognized in 2026, affecting the year's revenue and results. Furthermore, in 2024, an extraordinary gain of EUR 10 million was recognized finding a favorable arbitration award relating to the 2022 dispute of the failed sale of Media Capital business to COFINA. Beyond these factors, it's important to emphasize that group's fundamentals still remain sound. At Santillana, the private sector business particularly subscription models, continues to perform well, underpinned by the educational quality of our systems. The loyalty of schools and a clear trend towards a digitalization of the learning process. At PrisaMedia, the shift towards a more diversified model that is less reliant on traditional advertising continues to yield results. base ended the financial year with a double-digit subscriber growth, consolidating its position as a leading Spanish language media outlet globally and advertising performed well despite the weakness of the market. the detailed analysis of our group of our business in 2025 will be explained by Pillaert. So I should not dwell on this aspect anymore. The group's EBITDA reached EUR 163 million, reflecting amongst other factors, the previously mentioned negative exchange rate effects of approximately EUR 30 million the one-off impact of the COFINA arbitration award and a temporary delay of the order of the PNLD cine media. In Brazil. Furthermore, in 2025, extraordinary costs were recorded in connection with the reorganization of PRISA Media positioning the company as an ideal turning point to accelerate our growth and to make decisive progress in its transformation. If we analyze the underlying performance, the reality is that PRISA has managed to maintain its operating profitability. The EBITDA margin stood at around 18%, a level that is consistent with companies in our sector and which demonstrates appropriate cost management as well as growing operational efficiency. These margins are no accident. They are the result of a constant review of processes and selective investments, always with a clear objective. -- to ensure the group's long-term profitability. Let us now turn to our results below the operating profit level. One of the most significant aspects of the 2020 financial year has been the performance of the financial result. The venture result improved by 16% year-on-year driven both by lower interest expenses, which fell by 14%, thanks to the falling interest rates and by the positive accounting impact of the refinancing agreement, which resulted in improvement of EUR 5 million at the end of the year. The equity method results deteriorated compared with 2024, primarily due to tax adjustments made at Radiopalis in 2025. Furthermore, tax expense increased in line with higher withholding taxes rising from the rise in dividend distributions to the cash pooling arrangement from Santillana. Taking all this into account, the reported net profit was EUR 27 million for the 2025 financial year. Our aim is to improve this result, building on operational improvements and strengthening our financial performance. Beyond the accounting figures, there is 1 indicator that is key for us, the generation of operating cash flow. In 2025, PRISA generated EUR 58 million in operating cash flow, an increase of 6% compared with the previous financial year. This improvement is underpinned by greater efficiency in working capital management a rationalization of investments and the performance of the businesses themselves. As for total cash flow, it was positive at EUR 1 million in 2025 compared with a positive EUR 88 million in 2024. It should be noted that in 2025, the cost of the refinancing agreement in May were recorded as were the proceeds for the capital increase amounted to EUR 40 million, which took place in the first quarter and were used to repay the existing junior debt. These 2 items totaled EUR 16 million compared to the EUR 99 million raised from the 2024 convertible bumps in '20. Furthermore, in 2025, there was a lower level of divestments and a judgment against the company relating to the DTS transaction prior to its in 2015 were settled. It's true that total cash flow for the financial year was influenced by the nonrecurring events that have already been mentioned. But the underlying it is clear. Total cash flow was positive, and precise businesses generate operating cash flow on a recurring basis. This ability to generate cash is the founding to upon which our entire financial strategy is built. Now please allow me to focus on the evolution of debt. One of the aspects that arouses the most interest for you. At the end of 2025, the group's net financial debt stood at EUR 757 million. This figure represents a reduction of approximately 18% since 2022. This reduction is the result of a consistent strategy based on business growth, capital injection tons and an active balance sheet management between 2022 and 2025, PRISA received BRL 207 million in capital injections. A clear demonstration of our shareholders' commitment to the project. The net debt-to-EBITDA ratio in December 2025 stood at 4.26 compared with significantly higher levels in previous financial years. Furthermore, the group remains strong in terms of liquidity exceeding in EUR 218 million and no significant maturity due to 2021, thanks to the refinancing agreement agreed in May 2025. This refinancing, in addition to extending maturity dates has reduced the weighted average cost compared with the previous refinance and simplify the debt structure into 2 tranches and resulted in the full repayment of the junior debt, the most expensive tranche of our debt. Furthermore, our financial commitments were made more flexible, easing the financial ratios and providing greater capacity for low growth financing in Latin America. Additionally, in response to the pressures arising from interest rate hikes. In the second half of 2025 and up to date in 2026, we have entered into interest rate hedges on a notional amount of EUR 600 million enabling us to hedge is the risk associated with the rival the benchmark interest rate for our debt. To summarize, the group has continued to step up its efforts to improve its debt profile and financial strength and we'll maintain this approach as a priority throughout the time frame set out in our strategic plan. And with regard to our strategic plan, at this year's Capital Markets Day, we presented medium-term financial strategy to market. And I would like to repeat this today to this general meeting. Our plan has the following key objectives: Average annual revenue growth of over 5%, reaching EUR 120 million on a consolidated basis by 2020. EBITDA growth of over 10% per annum, i.e., in 2029 with a margin of 21%. Discipline in CapEx set at around 4.5% of revenue, supported by technology and artificial intelligence and an absolute focus on cash generation with a conversion rate of close to 40% of EBITDA and achieving an operating cash flow of EUR 100 million in 2029. All of this with a key financial objective to reduce the net debt-to-EBITDA ratio in below 3x by 2029 without compromising investment or growth. As you have seen, the financial plan is a plan centered on growth, profitability and financial stability. Allow me now to refer briefly to one of the items on the agenda that we are submitting today for your approval. The proposed share consolidation or counter split. As you know, PRISA shares are currently trading at around EUR 0.30 per share. This is a price level, which, in our view, does not adequately reflect either the size of the company or its ambitions for the future. We are, therefore, proposing to carry out counter split at a ratio of 10 existing shares for 1 new share. This will multiply the unit price of a share by 10, bringing the share price to around EUR 3 per share. Let me emphasize a key point. This is a strictly technical operation comment in the market, which in no way alters the economic value of our shareholders' investment. The number of shares in circulation is reduced, yes. But by the same proportion as the increase in their price. Consequently, the total value of the investment remains unchanged. The counter split is being proposed for 2 main reasons. Firstly, to improve the market's perception of the share, bringing its price to more typical levels comparable with those of other companies in the sector. And secondly, to reduce relative volatility since in the case of low-price shares, small absolute movements can result in large percentage changes. Furthermore, this is a common market practice used by numerous companies as part of their stock market normalization process. And it is consistent with the company's recent performance and its financial normalization process. I would not like to conclude these remarks without specifically mention increases firm commitment to sustainability. We have been putting this into practice for many years now as a fundamental part of our strategy, guided by the principle sustainability is demonstrated through actions. That is why this Annual General Meeting once again features a sustainability certification and external recognition that drives us to measure, improve and to be accountable and which reflects the consistency and responsible management with which we continue to build the company. And this responsible approach is precisely one of the foundations underpinning the progress of the company being presented today. Ladies and gentlemen, shareholders, PRISA today, a more solid and a more disciplined company with a sound financial road map. We have moved beyond the recovery phase. And now -- we are in the phase of clear growth. We have leading brands, strong businesses for a more stable financial basis and an ambitious and achievable plan that will continue to create value. And we are ready to face whatever challenges lie ahead because this is an essential business, occasional and journalistic endeavor. So thank you all for your trust and hard work. It is well worth it.

Unknown Executive

executive
#6

Thank you very much, Javier. And now I will give the floor to the Vice Chair of the company and the CEO of PRISA.

Pilar Miguel

executive
#7

Thank you, Chairman. in Lilach, I assured you that I refuse to imagine a world without journalists because it would be a world inhabitant by silence and lives. Today, standing at the helm of our 1,800 journalists, I affirm this with even greater conviction. You know as well as I do, that the truth exists and that it is important to convey it because it's only through knowledge that we can make informed and free decisions as business leaders, as journalists as aliens. If you recall, I also spoke to you about La Guerrero and our duty to always tell the stories of others. That is what we have been dedicated in Spain and the Americas since I was appointed Chief Executive. Take, for example, Caveness exclusive report on the errors in the breast cancer screening protocol and -- the stories of those 2,300 women whose health was put at risk or the story a baby stolen by the Argent team. Dakanership will Torstar exclusively to late herself and to the readers of Elpas, telling the stories of others, ensuring the truth is known. That is our job. And we are carrying it out with conviction, quality and absolute freedom because as we talked to you last year, financial stability is our superpower and our guarantee of independence. And this is recognized by millions of people around the world who place their trust on in us. To deserve that trust, it takes talent, commitment and high standards. That is why the first thing I did as a Chief Executive was to undertake a far-reaching reorganization using in-house talent, which drastically improved the company's management and also the work of its editorial teams. transforming the group and steering it towards a future that is increasingly more social, more audiovisual and more multi-format, a future in which lives go viral quickly and the public demand trust and clarity, a future that also requires strategy. But the truth exists and that it is important to convey it was our next priority. We have strengthened our organization across 4 verticals: news, sports, music and lifestyle. And we have activated the 6 levers of transformation that are enabling us to grow with strength and agility, trust in our brands, our commitment to the Americas, reaching new audiences, the development of our audiovisual capabilities and the talent of our journalists, digital advertising and data and diversification. I would like to focus today on what we achieve in 2026. let me briefly review the key figures for the 2025 financial year, our starting point for the strategic plan. You can see them on the slide, but I won't dwell on them. In summary, 2025 was a year of increased profitability, solid progress across key operational indicators and further momentum in our transformation. And above all, another year of determination and commitment to what defines us, rigorous, high-quality journalism in the most trusted publications and headlines. And now I'd like to turn my attention to the future and what we're building for 2026. In an environment where the decline in traffic caused by artificial intelligence is a widespread problem, Pes media outlets are exclusive report on the areas that grow because in uncertain times, the stove that is growing across all formats. In video, we have seen an increase of over 32% in average views, the highest growth since records began. And the future is true for audio. We are averaging over 100 hours. We told you in March that we had 182 social media and that risk generating 600 million views per month. We are growing because looking for us and find audience that we know so well. And we are with a new Head of Sales because as we told you last year, we to a local focus on data and effectiveness for advertisers whilst dramatic increasing our ambition speed. That is gaining market share at above the market average in Spain. In April and May, we led growth in the media advertising market with 9% increase in advertising revenue, EUR 2.6 million more than the previous year. In May, the print media figures we reported to AMI show a growth of 14.8%. And in radio, based on I2P market data, we have gained 1.9 percentage points of market share, reaching 40.7%. The same is true in the Americas. In Colombia, for example, we have increased this year's revenue by 15% in local currency. And of course, we continue to work on diversification of diversifying our digital revenue, which as of May already accounts for 30% turnover. We're also making progress in terms of efficiency, for example, in Mexico, where we just completed the consolidation of integrating the business and duplication and the fact is that outline this by following the 4 verticals that make the structure of -- in the news vertical, we are proud of our story and our teams work on the strengthening of our radio stations in Colombia. And we are carrying it out in Spain, which are consolidating their leadership of EL PAÍS and its absolute independence and above all of the readers and listeners who now show us their trust and their appreciation of our global approach and our hyperlocal reach. Let me remind you of a court from the Editor in Chief of paisa we often repeat. Our job is to make the truth go role.

Carlos Nunez Murias

executive
#8

We haven't changed and we won't change. Our job has always been and always will be to supervise power, to investigate to uncover the tools and to publish should even if it hurts that is what the public expects of us. And we will deliver on this by reaching 100,000 by subscribers by 2029. The figure because a great ensure change our job and years now our global approach and our hyperlocal and they're willing to share it with us and with the world, they are even willing to take part in our marketing campaign, as you may have seen over the last few weeks. I'll say it again, what our responsibility and what a privilege it is to lead this company? What a source of pride this is for you too, ladies and gentlemen, our shareholders. More than 56,000 people attended the over 90 events, we organized this past May to mark our 50th anniversary, Nobel Laureates, academics and international philosophers and above all, our columnists and editors, the voices that report the facts to our readers and with over more than 475,000 subscribers placing us in the top 3 for digital audience reach and making us a leader in average daily readership. The same is true for radio. It continues to grow both in terms of live listeners and on-demand listeners. In Colombia, we have 53.3% share. In Chile, the 4 most listened to stations belong to PRISA Media ended 2025 with the best figure in 12 years, 4, 000 listeners. In other words, we are growing whilst upholding the editorial line of both EIS and SE to the highest standards. We are growing within a company that believes in and practices independence. Furthermore, now last European regulation is on our side. The changing media European framework to safeguard editorial independence, media pluralism, transparency and media ownership and the protection of journalists from political interference. And pressure is beginning to be felt on the major platforms, thanks to the Digital Services Act, the DSA. Thanks to that change to investigate of democratic strategy as essential as that it is. Our second vertical is sport, and we are not waiting for the strategic plan to make tangible progress. We have appointed a Managing Director for the division and a new Director of us, the leading provider of sports news in Spanish to make our expansion into the Americas a reality and drive the necessary change formation. We have an agreement to that enables us to reach more than across the Americas with our audio, we have launched audio platform in Colombia, broadcasting 18 hours of live content every day. We have acquired Post United, a community with over 14 million followers and more than 1 million views per month, which is a must-have for Generation Z. And we've continued to transform our sports ecosystem with the engagement growth of over -- not to mention our coordinated coverage of the World Cup with over 60 journalists on the ground and 37 hours of live video. Above all, we're committed to transformation, and I can already give you some figures. In recent months, we've grown by 61% in impressions, 95% in engagement and 153% in interactions. Music is our third vertical, and I'd like to remind you that Rosalia chose to premier her track Lux Live with us last November at the Los -- quite Music Awards in Santander. we sold out in 90 minutes and brought together 14,000 which we have. And we've always ourpsibility' privilege to give you achieve subscribers placing audi. 1,500 pieces of content a month across all platforms, enabling us to reach diverse audiences eager to enjoy our leisure recommendations, the best wellness tips, in-person experiences and all sorts of plans conversation that comes every day in meetings at ourformademies, artificial intelligence. We are confident and well prepared. We have an executive committee to ensure governance and corporate principles. We have already trained 1/3 of our staff. We have developed our own tools, and we are working hand in hand with a leading technology companies. Artificial intelligence is going to help us speed things up and drive progress. But it will certainly never replace us. We are not naive. We will continue to keep a close eye on the big tech companies. a few weeks ago at the on Infra Congress and were the editor of the New York Times AG Suslberger gave a powerful speech in which he called to us to defend what journalism matters, to invest in reporting and to defend the ethical use of artificial intelligence, whilst we joined forces to continue to defend the value of our work and of democracy. And that is exactly what we are doing. Meanwhile, we're making the most in Denmark. We already drinkers service for to operator on a and we are working headwatenolege by paths just reaction Eligen gates I'll try to end now and that will consume we will please submit the management in every as well as timing at securities which the winter and the group investment report agreements and an amaretti, with too of our work and economic system business strict or the market or in an entire started and a company in pasireotide and agree a coming on and reuse a repressor as they were turned on third in gas and hand-to-hand company articles here peering to drive presence and it will with in to a few weeks ago at the 1 company burger concerned we invest account. What we joined for us is to continue to defer the value of our work and like those in a market already dantrolene olopatadine now that entinostat in production at the employee with the CEO script and in the of the is driving a strategic core during the taking common at some time, we have been antenna education in the 19th app. -- of the central part from here like Smith Community ministries were not to have best profit that the CEO sometime in the treated estate without some conjectures on a at transformation, particularly in artificial intelligence and data analytics, moving premier experimentation to large-scale implementation. Thanks to the introduction and we can encode -- and that is why et asset anestation that by some time committee discussed we discontinue are animation artificial intelligence and data analytics, moving from mere experimentation to large-scale implementation. Thank remediation rate through specific customer loyalty and upselling schemes which are contributing considerably to the sustainable growth of this business model. Furthermore, in countries where the traditional education market still has room for growth, our business continues to perform steadily. And as in previous financial years, we have secured some significant institutional sales such as the case of Argentina. As for the public sector business in Brazil, 2025 have been an extraordinary year for the group with a share of almost 50% of the Brazilian government's P&L the order for the new secondary school textbooks. This historic milestone has contributed to our financial results, both in the year 2025 and 2026. Our public sector sales business through states and prefectures in Brazil has also continued to perform well. in line with our expectations. Finally, it is worth highlighting the strong cash flow profits achieved despite the significant impact caused by the delay in payments for the new PNLD order, the majority of which were carried forward to 2026. The Santiane Group achieved operating cash flow of EUR 45 million. an increase of 11% compared with the previous financial year. The cash conversion ratio from EBITDA reached almost 37.5%, an increase of almost 5 percentage points compared with a 32.5% achieved in the year 2024. That concludes our review of the performance in the 2025 financial year. So now let's talk about what is really important. Let's talk about the future. Our future with major challenges for which we are very well prepared. We have the teams, the resources and the plan needed to take another strategic leap forward and to take the company to the next level, whilst remaining true to our purpose to create life opportunities through education. A few months ago, we presented a strategic plan for up to 2020 to the market, which we can summarize in 2 interlinked concepts, intelligent heart and a future with value. From our heart, that is from the heart of our business. We envisage a Santillana that will remain at the forefront of the transformation of Education. First, with a paradigm shift in our approach. We are moving from the teacher and the school to the educational ecosystem. Furthermore, with a more technological-driven profile, a greater focus on AI and advanced data models as a basis for greater growth potential and an enhanced ability to optimize costs and investments across our supply chain. Also with a transformative momentum that feeds back into our organic model. processes, culture, talent in both private and optic sectors. And with two revolutionary new education initiatives to drive significant growth as a business. On the one hand, Suman our cutting-edge program based on AI and real-time data, which offers a more personalized and effective learning experience. This new educational system stems from combining experience innovation, cutting-edge technology and the best practices from successful schools. With this project, we aim to reach scores seeking evidence of improvement by empowering head teachers, teachers, families and people. And on the other hand, Richmond Pro, which marks our entry into a higher education and language training segment, expanding our reach beyond the traditional K-12 market and opening up new opportunities for global growth. We are thus consolidating Santillana with greater capacity to create value with significant sales growth opined by the resilience of our business and the momentum of our new projects. And with a continuous improvement in profitability and cash generation based on a more efficient and technological advance Santillana, our plan for the next 4 years sets out ambitious targets, that the entire Santina team will achieve with enthusiasm success because by 2029, we misusing achieving a turnover of around EUR 600 million with an EBITDA margin of around 29%, and operating cash flow of EUR 75 million. This represents cumulative growth over the planned period of 10% in EBITDA and 13% in cash flow. And of course, we're already working on this. We have launched Suman in Colombia, and we will launch it in Brazil by the end of 2026 and and in Mexico next year. Meanwhile, Richmond Pro is already a highly significant ELT education offering in markets such as Mexico and Colombia, and we are transforming it into a global solution. At the same time, our private business continues to grow across all its segments with a notable contribution from subscription models based on education systems where we have now almost reached 4 million subscriptions. And as explained earlier, we continue to increase the ARPUs and reduce churn rates, which are key drivers to continue to build profitability in a sustainable manner. In the public sector in Brazil, we have completed the delivery of the last year's P&L the new title order with a historic share of almost 50% on we have distributed more than 67 million coppers of our textbooks to secondary school peoples in Brazilian schools. And we are already taking the necessary steps to achieve even better results with this year's primary school, new title order. Meanwhile, in recent months, we have made significant progress with our portfolio of educational solutions for states and prefectures in Brazil, which will enable us to continue to evolve and grow. All of this forms part of a process of continuous development and constant improvement, underpinned by AI as a driver of transformation and value creation across all our strategic areas. Its impact extends beyond the education ecosystem. It also drives secure product development and supply chain management through machine learning models that optimize processes and the efficiency. Our vision of sustainability is reflected in our production of educational resources, our social and vital actions and environmental initiatives and our appropriate responsible use of technology. And of course, we're committed to ethical and secure artificial intelligence underpinned by policies, monitoring committees and governance process that ensure it remains aligned with our purpose. In other words, we are taking the necessary steps to ensure the successful implemention of our plan. And that concludes my presentation. Ladies and gentlemen, shareholder. I believe I've made it clear we are confident in our project in our ability to carry it out successfully. 2025 consolidated our leadership in the educational sector in Latin America. It drove innovative initiatives in the field of data and AI and laid the foundations for a new strategically with a horizon set for 2029. We're able to do this, thanks to the commitment of the nearly 3,700 professionals that make up the Stina Group, who every single day demonstrate that it's possible to transform society by creating life-changing opportunities for over 13 million students. I would like to conclude by reminding you that this strategic plan, which we started in this 2026 financial year will bring extraordinary value to students, families, teachers and schools and of course, to you, our valued shareholders. Thank you very much.

Operator

operator
#9

Thank you very much, but. I shall now give the floor to the Secretary, who will report on the most significant aspects of the company's corporate governance since the last ordinary general meeting of shareholders, which took place in May 2025 in order to comply with the recommendation 3 of the CNMV's code of good governance.

Unknown Executive

executive
#10

Thank you, Chairman. I'm going to report on the most relevant aspects of corporate governance of the company since the holding of the last AGM and on some matters, which are submitted to your vote today. Starting with the composition of the Board of Directors of the company, let me give you a brief introduction on what has happened in the past on the proposals are submitted to the AGM. In the AGM held in May 2025, the number of Directors of the Board was set at 14. The Executive Director, he was appointed the CEO of PISA Media. In December 2025, the Executive President of Santillana, Executive President of PRISA, Francisco Cuadrado presented his resignation and ceased to be Executive Chairman of Santillana and Mr. Cuadrado was replaced by Alberto Polanco, who was appointed CEO of Santillana and Executive Director of PRISA since the day January 1, 2026. So at the moment, the Board of Directors of Brisa has 2 Executive Director, Pillar Hill, CEO of PRISA Media; and Alberto Polanco, who is CEO of Santillana. With celebration of this AGM in accordance to Article 122 of the law of corporate companies, we submit under Items 1 to 5 of the agenda, the following: firstly, to reduce the size of the Board setting the number of directors at 11, to reappoint the 2 Executive Directors, Alberto Polanco and Pillar Hill, to reelect independent directors Fernando Cuadrado and Theresa, and to reelect the proprietary Director, Joseph Borgia Manuel Polanco. If the proposals are approved, A Board of Directors would have 11 members, 5 independent directors for proprietary directors and 2 executive directors, there are no vacancies to be covered. And the Board would have female directors that would represent 54.55% of the total members of the Board. Therefore, the composition of the Board would meet the recommendations of the code of good governance of listed companies of the CNB regarding the composition of the Board. Next, I'd like to mention the proposals are submitted to this AGM. In Item 6.1, the approval of a long-term incentive of the shares of the company for the executive directors. The reference period of the remuneration plan is 4 years from 2026 until 2029, both inclusive. The plan has -- is to give incentives and align their interest with those of the company shareholders. The plan is part of the execution of the 2026, 2029 strategic plan of the PRISA Group to reinforce the corporate strategy on the mid and long term, fostering a culture of sustainable value creation. Also under Item 6.2 of the agenda, we suggest to approve a new remuneration policy of the directors for the year 2026, 2027 and '28. This new remuneration policy is a continuation with the principles of our remuneration policy of the company. applied during the past few years. Although it updates the remuneration for the executive directors as a consequence of organizational changes that have taken place. And the service contracts signed by these 2 directors. Also, remuneration policy includes the long-term incentive plan for the period 2026, 2029, which will be paid in shares, the one I just mentioned. We also submit to the AGM asset of company operations and delegations of power for the Board. And 7.1, a capital reduction -- a technical capital allocation of the amortization of up to 10 shares in order to favor the contrast under Item 7.2 on the agenda. As the CFO said, it's 1 new share for every preexisting -- 10 preexisting shares. The shareholders will get a new share newly issued with a face value of EUR 1 for every 10 preexisting shares of EUR 0.10 of face value that will change the share capital. The contra-split has the objective of limiting the volatility of the share in the market, all of that without estimating that the share will lose liquidity because the number of outstanding shares after the contra-split is done is sufficiently high. These types of deals are recurrent and accepted practice used by companies in different sectors and sizes in reordering processes as well as in stock exchange normalization. In Items 8 and 9, we proposed delegating the authority to the Board of Directors to issue income securities given and other instruments. With this proposal, we want to renew for a period of 5 years, the authorizations that were already approved in the last AGM that was held in May 2025. And to this regard, the Board of Directors consider it very convenient to have these express powers in order to at all times be in the right conditions to capture funds in the market or raise funds that are necessary. The aim, therefore, is to give the Board margin or leeway because sometimes the success of a deal depends on doing it fast without having to spend money and the time involved in calling a general meeting. The Board of Directors making use of the powers given to it by the AGM made use of these powers. And so they -- we did allow to reduce the financial debt of the company, and thus palate the negative effects of the constant increases in interest rates at that time. On the other hand, in March 2025, the Board of Directors also making use of delegation of powers carried out a capital increase with the exclusion of preferred subscription right through a placing accelerate private placing procedure for EUR 40 million to cancel the tranche of the financial syndicated loan that entailed a higher cost because of the increase in interest rates, and that was for the new refinancing of the syndicated loan of the PRISA Group under the request of the creditors of the company. In this AGM under item 10 of the agenda, we also suggest renewing the authorization for the acquisition of treasury shares within the limits and legal requirements. Moreover, in item 11 of the agenda, we propose to the Board according to Article 515 of the Corporate Capital Act to reduce the deadline for calling an extraordinary general meeting to 15 days. and this will last until the next AGM. And I'd also like to refer to the corporate governance report for the year 2020, where we report in detail on the degree of compliance of the recommendations contained in the CNMV Code of Conduct. The outcome is very satisfactory. And 25 out of the 64 recommendations of the coach, the company was fully meeting 56 partially were not applicable and there were no recommendations have not been fulfilled. And to finish according to the law, I would like to report that in November 2025, CNMV decided to initiate a sanctioning procedure because of not collaborating with CNMV in its over site activity. And there was a reduction of 20% of that penalty. That ended the procedure, but without recognizing liability nor acceptance of the facts that would give rise to it. So on February 21, 2026, the Board of Directors agreed to appeal before High National Court to contest that penalty. And in May, high court, accepted it, and it's now in proceedings. So we -- you will also find more information on all the reports that the Board has made available to the shareholders when this meeting was convened.

Operator

operator
#11

Thank you. Mr. Secretary. Next, in accordance to Article 18, we would open the Q&A session or round of interventions of the shareholders to ask questions or make remarks or make any remarks on the items on the agenda. And they can make your comments on the auditor's report or make any other statement or proposal permitted by law. Please -- if any shareholder present in this room wishes to speak and has not yet registered this with a notary desk, they must do so now, after which the floor will be closed. No shareholder present in the room has asked to intervene. And once we have checked the remote attendance platform -- we confirm that no requests to speak have been registered from remote attendees either. So we now consider that the question and answers time for shareholders come to an end and in line with Article 20.1 of the regulations for the proposal, we're now subject to proposals to the vote related to the items on the agenda. I would now like to give the floor to Secretary so that he can remind us of the procedure to follow for the votes.

Unknown Executive

executive
#12

Thank you very much, Mr. President. If any shareholder who is here in the room would like to vote against clasolankbord or abstain in relation to proposition, they may, if they so wish approach a notaries table where they must identify themselves in accordance with the provisions of Articles 20.6 and 20.7 of the meeting regulations. As I previously indicated, we hereby for you that at this moment, the voting period for shareholders attending the meeting remotely on the proposed resolutions included on the agenda is also now closed. The draft resolution submitted for vote by the shareholders in relation to the various items on the agenda of the notice of meeting having published in accordance with the applicable regulations on the CNMV website and on the company's corporate website, and they've also been distributed at the entrance to this general meeting so that all shareholders may have been aware of them. Therefore, these proposed resolutions are deemed to have been read in accordance with the provisions of Article 22 of the regulations governing the general meeting. It's also noted that no additions to the notice convening this general meeting nor any alternative proposals for resolutions to those approved by the Board of Directors in relation to the items on the agenda have been submitted by the shareholders. Furthermore, we inform you that the following have been made available to the shareholders that the company's registered address at its shareholder service office on the company's website on a continuous basis, and on the CNMV's website, companies legally required documentation, which has also been sent to shareholders who have so requested it as well as the remaining documentation which the Board has seemed appropriate and which is referred to in the notice convening the meeting. Furthermore, on the purposes of the articles, 5023 and 5026 of the Spanish Capital Companies side, it is hereby noted that all directors of the company are in conflict of interest with regard to PRISA with articles 5.1 and 5.6. [indiscernible] in relation to 5.3% on the agenda, the Board member, Mr. Frederic Care, you flowed in relation with 5.4 of the agenda, Mr. Miguel in relation to 5.1 and 6.1 of our agenda and 1 are Sequros in relation to Item 5.6 on our agenda. Also Mr. Manuel Polanco, relation to point Item 5.7, and all the directors of the company with respect to 6.2 and 6.3 of the consequently directorship refrain for voting on shares in which they have been granted pride without so they won't be able to vote on all the items agents if there is a conflict of interest. And therefore, they will apply the regulations of the representations in Article 8 and 9 and the regulations of the general meeting, and they should be replaced as representatives by the Secretary of the Board of Directors. Once this information has been provided by the set, we should refer to the summary reading and the voting of the proposed items on the audio to make in order to facilitate the Montreal matter subject to too, which we are deemed to have been read at, we will project a summary of each one on the screen as we proceed to vote on them. Thank you very much, Mr. Chairman. The first item on the agenda. Approval of the annual accounts balance sheet, P&L statement of recognized income statement of changes in equity of cash flow statement and notes to financial statements and the management reports for both the company and its consolidated group of the 2025 financial year. The votes registered from support of 99.99%. The shareholders in person are represented in favor of this resolution. Item 2, approval of the proposed distribution of profits for the 2025 financial year. The votes registered proclaim the support of 99.9% of the shareholders in person are represented in favor of this resolution. Item 3, approval of the consolidated nonfinancial information and information on sustainability for the year 2025. The votes registered procurement support of 99.99% of the shareholders in person or represented in favor of this resolution. Item 4, approval of the Board of Directors, management of the company of the 2025 financial year, the boats registered prepayment support of 99.9% of the shareholders in person or represented in favor of this resolution. Item 5.1 on seen the number of directors. The votes registered per claim the support of 100% of the shareholders in person or represented in favor of this resolution. 5.2% ratification of the apartment by co-option and reelection of Mr. Alberto Polanco as a Director with the category of Executive Director. The votes registered proclaim support of 99.99% of the shareholder in person or represented in favor of this resolution. 5.3, reelection of Mr. Joseph Oughourlian as Director with the category of Proprietary Director. The vote adjusted to claim a support of 99.99% of the shareholders in person or representative favor of this resolution. 5.4. Reelection of Mr. Fernando Perez as Director with a category of Independent Director, the votes claim support of 99.98% of the shareholders in person are represented in favor of this resolution. Item 5.5, reelection of Ms. Pilar Miguel as Director with the category of Executive Directors. The votes registered proclaimer support of 99.99% of the shareholders in person or represented in favor of this resolution. Item 5.6, reelection of Ms. Perez as Director with the category of Independent Director. The votes registered for cleaner support of 99.98% and of the shareholders in person or represented in favor of this resolution. Item 5.7, reelection of Mr. Manuel Polanco, as Director with the category of Proprietary Director, the votes registered claims support of 99.9% of the shareholders in person or represented in favor of this resolution. 6.1, approval of a long-term incentive plan for the period falling between 2026 and 2029, consisting of the award of company shares linked to the performance of certain objectives targeted at the Executive Directors of PRISA to entrust the Board of Directors, including express power of dedication with the implementation, development formalization enforcement of their forest compensation scheme. The votes registered for claim a support of 99.99% of the shareholders in personal represented in favor of this resolution. Item 6.2, approval of the directors' remuneration policy for financial years, 2026, '27 and '28, and revocation of the 2025, 2029 remuneration policy. The votes registered per claim the support of 99.90% of the shareholders in person or represented in favor of this resolution. 6.3, nonbinding voting of the annual report on remuneration of the directors for the 2025 financial year. The votes registered proclaim the support of 99.74% of the shareholders in person or represented in favor of this resolution. Point Item 7.1, capital reduction of a maximum amount of EUR 1 by retiring up to 10 treasury shares having a par value of EUR 0.10 each in order to adjust the number of shares for the execution of the contra-split and the share exchange submitted for approval at this Annual Shareholders Meeting under Item 7.2 on the agenda. The votes registered proclaim a support of 99.99% of the shareholders in person are represented in favor of this resolution. Point Item 7.2 counter split and cancellation of the shares in which when the resolution is implemented, the share capital will be divided to them exchange for newly issued shares in the proportion of 1 new share for 10 preexisting shares, increase in the unit share par value from EUR 0.10 to EUR 1 without modifying the amount of share capital and with the corresponding reduction in the number of shares in circulation. The votes registered proclaimer support of 99.99% of the shareholders in person are represented in favor of this resolution. Item 8. Delegation of authority to the Board of Directors with express powers of substitution to increase the share capital on one or various occasions with or without share premiums on the terms and conditions and within the time frame set out in Article 297.1B of the Spanish capital company's law with the power to exclude preemption rights up to a limit of 20% of the share capital in accordance with Article 506 at the Spanish Companies Act. Revocation of the annual part of authorization granted at the General Shareholders Meeting of May 14, 2025, under Item 7 of the agenda. The votes registered proclaim the support of 99.89% of the shareholders in person or represented in favor of this resolution. Item 9, a delegation of the authority to the Board of Directors with express powers of substitution to issue fixed income securities convertible into shares of new issuance and/or exchangeable for shares that have already being issued at prematurities or other companies warrants options to subscribe new or to acquire shares Apriso or other companies, bonds, preferred shares. In the case of convertible and/or exchangeable security or warrant setting the criteria to determine the basis of and the methods of conversion exchange or exercise, dedication of powers to the Board of Directors to increase capital by the amount required for the conversion of securities or for the exercise of warrants as well as for the exclusion of preemption rights of shareholders up to a limit of 20% of the share capital. Revocation in the unused part of the resolutions delegating authority for issuance of convertible and/or exchangeable bonds adopted by the General Meeting of Shareholders of the 14th of May 2025 under Item 8 of the agenda, therefore, the votes registered a support of 99.9% of the shareholders in person or represented in favor of this resolution. Item 10 on the agenda, authorization for direct or indirect derivative acquisition of treasury shares within the legal limits and requirements, revocation of 1 part of the authorization granted at the Ordinary General Meeting on May 14, 2025, under 0.9 of the agenda, the votes registered claim the support of 99.99% of the shareholders in person are represented for this resolution. Item 11 on the agenda. Reduction of the deadline for calling extraordinary general meetings. On this item, in order for the approval of this proposal, article 15 of the Spanish Corporate Company Act. According to it, it's not calculated on the present or represented share capital. And the votes reveal a support of 99.98% of the share capital with the right to vote. Therefore, it is also approved. And finally, Item 12 on the agenda, delegation of powers there's a support of 99.99% of the present and represented to shareholders of this agreement. Thank you, Secretary according to items 20.7%. Part A of the regulation of the Board this resulting approved in accordance all the items have been approved, all the items on the agenda. The results of votes and everything else that has happened in the meeting, everything will be put down in the minutes. And the detailed information on the specific number of votes in favor, against, blank votes and abstentions cast in relation to each item on the agenda will be published on the corporate website within the next 5 days, in accordance with the provisions of Article 24 of the general meeting regulations and Article 525 of the Companies Act, pursuant to Article 22 of the rules of procedure. This general meeting is hereby concluded. I would like to thank you for your participation and declare the meeting closed. Good morning.

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