The Ferrovial shareholders’ meeting approved a major structural shift. About 77.69% of participants were present or represented, and the board authorized the transfer of the company’s headquarters from Spain to the Netherlands. With the board achieving quorum, this decision moved forward as one of the most debated corporate moves of recent years.
Following publication in the Official Journal of the Trade Registry, a window opens for shareholders who disagree with relocating the headquarters to Netherlands to seek repurchase. Ferrovial has offered 26 euros for each share and set aside a 500 million euro pool for this purpose, representing 2.57% of the company’s capital. If more than this percentage of shares are requested for repurchase, the board led by Rafael del Pino would need to reassess the plan.
Nevertheless, it is unlikely that a large portion of shareholders will opt for redemption. At the close of trading yesterday, Ferrovial stock stood at 27.14 euros, about 4% above the proposed repurchase price. Company officials expect that those who disagree with the Netherlands move may sell in the market before the official relocation, a process accelerated since the board’s February 28 announcement. The market reaction reflects a mix of confidence in the move and concerns about future governance and tax implications.
When will the transfer close?
Management expects the corporate relocation to the Netherlands to be completed in the second or third quarter of the year, a timeline corroborated by investor discussions. Because shareholders have until the end of the repurchase window to liquidate, the actual relocation could be delayed until mid‑May or later, with a likely move occurring in June. The timetable balances the need for orderly execution with uncertainties in regulatory and governance matters that accompany such a shift.
Ignacio Madridejos’s leadership is central to the ongoing plan, which envisions operating with two headquarters: a legal headquarters and an operational headquarters. This separation, described by Ferrovial as a dual-hub approach, has been reported by Activos, the economics supplement of Prensa Ibérica. The strategy aims to reassure government authorities and shareholders who have shown concern about the jurisdictional change and its implications for corporate accountability and national economic policy.
The relocation promises a clearer alignment with Ferrovial’s international growth strategy, enabling the company to streamline regulatory oversight, tax planning options, and cross-border management. Supporters argue the move could improve competitiveness, access to capital markets, and strategic flexibility in Europe’s evolving regulatory landscape. Critics worry about potential disruption to Spain’s urban planning commitments, employee impact, and the broader consequences for domestic operations and supplier networks. The company stresses that it will maintain core functions and employment levels during the transition and will continue to fulfill its commitments in Spain while expanding its footprint in the Netherlands and the broader European market.
Market observers note that the decision’s reception will hinge on long-term governance clarity and the ability to maintain operational continuity across both locations. Ferrovial has indicated that the dual-headquarters model is designed to preserve essential administrative functions in the legal base while scaling up the operational presence where it can optimize efficiency and international reach. The plan has been framed as a strategic realignment rather than a simple relocation, with implications for corporate structure, regulatory compliance, and investor relations in the near and medium term.