Ferrovial Shareholders Meet: HQ Move, Mergers, and Governance

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Ferrovial opened its shareholders meeting with a slight delay of six minutes, starting at 12:36. This gathering marks a milestone for the company as investors weigh a potential relocation of the headquarters to the Netherlands, a move that would end a 71-year chapter in Spain and reshape the corporate landscape for Ferrovial in Europe and beyond.

Rafael del Pino, the chairman and son of Ferrovial’s founder, welcomed attendees and expressed appreciation for their involvement in what is poised to be a historically significant session. His remarks set the stage for a discussion that could redefine the company’s strategic direction and governance framework.

Following the opening, Santiago Ortiz Vaamonde, secretary of the board, presented the 13-item agenda. The tenth item has drawn particular attention in recent weeks, spotlighting discussions that could alter Ferrovial’s corporate structure and international footprint.

Item ten concerns the intra-community cross-border merger between Ferrovial SA, as the acquirer in the transaction, and Ferrovial International SE, the Dutch entity serving as the merged entity. The objective behind this merger is to position Ferrovial for listing on its principal market in the United States and to continue expanding its global footprint through a more centralized holding structure that supports its international ambitions.

The agenda item is divided into two parts: first, the formal approval of the merger itself; and second, the evaluation and approval of the remuneration policy for the executives who will oversee the new corporate configuration and oversee the merged enterprise. This bifurcation underscores Ferrovial’s focus on both structural alignment and executive governance as it steers toward a renewed international platform.

After the Secretary concluded his briefing, the chairman was slated to deliver a keynote address. This would be followed by a second intervention from the group’s chief executive officer, Ignacio Madridejos, who in recent days sent a letter to the government affirming shareholders’ rights and calling for a respectful engagement with those stakeholders. Shareholders in attendance or listening remotely have the opportunity to participate in subsequent questions or commentary as part of the meeting’s deliberative process.

As the agenda items are debated and voted upon, the outcome of each proposal will be announced. Approval of any item requires an absolute majority of the quorum present and represented at the shareholders’ meeting, reflecting the seriousness with which Ferrovial approaches its governance and strategic decisions.

CONTINUAR EL EVENTO

Meanwhile, Ferrovial continues its operations across Spain with its customary momentum. In the past fortnight, the company secured several public contracts across Galicia, Extremadura, Andalusia, and Castilla y León, collectively valued at approximately 84 million euros. These contracts illustrate Ferrovial’s continuing engagement with regional development programs and infrastructure projects that support local economies and public services.

Projects include improvements to public illumination in Santiago de Compostela’s first district, along with the construction and modernization works at two social and health centers in Mérida and Plasencia in the second district. In the Andalusian region, Ferrovial plans to expand an auxiliary assistance facility in Los Vados (Granada) and to upgrade a residence for the elderly in Segovia, illustrating a diversified portfolio that spans both municipal upgrades and social infrastructure. The company remains active in public-private partnerships and regional development initiatives that align with its broader growth strategy.

Ferrovial’s ownership structure remains concentrated among its long-standing leadership and strategic investors. The principal shareholder is chairman Rafael del Pino, who maintains a stake around 20 percent of the company’s capital. Close behind is his sister, María del Pino, with around 8 percent. The British investment firm TCI, established by billionaire Christopher Hohn, holds roughly 6 percent. Additional holdings include Leopoldo del Pino with a minority stake, and holdings by BlackRock and Lazard funds, which together hold a significant, albeit smaller, portion of the capital. This distribution reflects a mix of family influence and institutional investment that has supported Ferrovial through successive phases of expansion and adaptation to evolving markets.

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