They will re-elect its CEO, Ignacio Madridejos, and will approve a dividend of 500 million euros


Ferrovial will hold its general shareholders’ meeting this Thursday, in which the merger operation with its subsidiary in the Netherlands will be put to the vote and which will mean the transfer of its headquarters to this country throughout the second or third quarter of this year .

The company announced this transaction by surprise on February 28, taking advantage of the publication of its 2022 results, and from that moment it generated great controversy at the political level, as it is one of the largest Spanish companies with great international projection.

In fact, the latter is what has led the company to carry out this movement, arguing that 82% of its income is generated outside of Spain, that 90% of its value on the stock market comes from abroad and that the 93% of the company’s institutional investors are international.

Its main objective is to list in the United States, a country that in 2022 concentrated 32.3% of the 7,551 million that it billed worldwide. In that country it has some 4,180 employees, compared to 5,413 in Spain.

The company argues that to make that leap it first has to move its headquarters to the Netherlands, where it only has five workers, since no company in Spain has ever tried to list here and in the United States at the same time.

The National Securities Market Commission (CNMV) has admitted that no company has ever tried it, but the regulator has not found any impediment that would make it unfeasible, so Ferrovial could try it without having to leave Spain.

In any case, the company does not want to wait or go down a path that has never been tried in Spain and will put this transfer to a vote at the meeting this Thursday. ISS, a corporate governance advisory firm, has recommended that shareholders vote in favor, considering that this is a positive move for the company’s share price.

The only impediment that can now arise is the so-called ‘separation right’, which is the option that shareholders have to sell their shares to the company for not agreeing with this change of registered office.

The company set the consideration that it would pay to those shareholders who oppose it at 500 million euros, so if more than 2.53% of the investors exercise that right of separation, the transfer would not be executed. To exercise it, you must first vote negatively at the meeting and, within a period of one month, present the required documentation.

For the moment, in addition to the brother of the president (Rafael del Pino), Leopoldo del Pino, who could vote against although not exercise that right of separation (he has 4.1% of the capital), Norges Bank, the fund sovereign of Norway, which at the end of 2022 controlled around 1.5%.

Regardless of its intention to list in the United States, the company will save around 40 million euros in taxes by becoming a Dutch company, since the dividends of its subsidiaries are tax-free in that country.

Likewise, it will automatically comply with the parity laws of the Netherlands, less ambitious than in Spain, since only a third of the members of the board of directors are required to be women, compared to 40% in Spain. Of 12 members of his council, 4 are women, 33%.

In 2022, Ferrovial obtained net attributable profit of 186 million euros, with liquidity of 6,118 million euros and net debt of 5,781 million. That year, its president received a total remuneration of 5.2 million euros, which represents an increase of 16% compared to the 4.5 million he earned in 2021.

In the last week, the clash between the Executive of Pedro Sánchez and the company has become more than evident, after the Government sent a letter to the company, urging it to inform its shareholders that the double listing in the United States since Spain is possible without moving its headquarters to the Netherlands.

In addition, the Government warned him that if the Tax Agency does not find economic reasons that favor the evolution of the company to this corporate movement, it could lose certain tax advantages derived from cross-border mergers, so the bill that Ferrovial has to pay for moving your headquarters could be triggered.

The company did not take long to respond and the CEO himself, Ignacio Madridejos, responded this Tuesday in a letter to the Executive asking for respect to the company’s shareholders and urging them not to prejudge any decision that the Tax Agency may make in relation to these tax exemptions.

Apart from this point of the day, the board will also have to approve other agreements reached within the board of directors, such as the re-election of its CEO in the category of executive director.

Madridejos, together with the directors Philip Bowman, Hanne Birgitte, Juan Hoyos Martínez de Irujo and Gonzalo Urquijo, were appointed or re-elected in April 2020 for a period of three years. After this term expires, all of them will be reappointed to this board for another three years.


Regarding shareholder remuneration, Ferrovial has once again proposed a scrip dividend for a maximum of 520 million euros to be distributed in two tranches and a repurchase of shares for a maximum total of 500 million euros.

The first payment of the dividend will be carried out through a capital increase of 207 million euros and the second through another of 313 million, the same amounts as a year ago. Regarding the repurchase of shares of 500 million euros, the number of shares to be acquired may not exceed 34 million shares, representing 4.674% of the company’s share capital.

Finally, a share delivery plan will also be approved for board members who perform executive functions, with a term of three years and a maximum of 175,000 shares per year, which at current market prices is equivalent to 4.6 million euro.