MADRID, 11 Abr. (EUROPA PRESS) –
Norges Bank, the Norwegian sovereign wealth fund, will vote as a Ferrovial shareholder against the transfer of its headquarters to the Netherlands at the general meeting to be held this Thursday in Madrid and in which the multinational’s future plans will be decided Spanish.
The fund argues on its website that it will vote against this item on the agenda of the meeting after evaluating the cross-border merger operation between Ferrovial and its Dutch subsidiary, a transaction that will allow this change of registered office.
“Mergers, acquisitions, and other corporate transactions should maximize shareholder returns. When evaluating corporate transactions, we will also consider whether there is sufficient transparency to make a fully informed decision, whether all shareholders are treated fairly, and whether there are conflicts of interest unnecessary,” he justifies.
Institutional Shareholder Services’ (ISS), a corporate governance advisory firm, has already warned about the risk that this operation entailed for minority shareholders, since Dutch law restricts the power of shareholders with less weight in capital more than Spanish law . Specifically, Norges Bank had 1.5% of Ferrovial’s capital at the end of 2022.
With this vote against Norway’s sovereign wealth fund, whose government is led by the Labor Party, Ferrovial’s plans could be in jeopardy, as long as it exercises its ‘right of withdrawal’.
This right consists of formally opposing the operation within one month of the holding of the meeting. If more than 2.56% of the shareholders exercise it, the change of headquarters will not be effective, as determined by Ferrovial when announcing the operation.
In any case, Banco Sabadell reminds us that this limit, which is intended to maintain its credit rating, is a right for shareholders who vote against it, not an obligation.
