Rafael del Pino opened Ferrovial’s 2023 Shareholder Meeting, aware of the media scrutiny surrounding the board’s decision to relocate the company’s headquarters to the Netherlands. The board outlined a plan with a dozen milestones, but the spotlight stayed on the core proposal: an intra‑community cross‑border merger between Ferrovial as the security company and Ferrovial International SE as the absorbing entity. This move was approved by a substantial majority of 93.3 percent of votes.
The decision, publicly announced by the board on February 28 alongside Ferrovial’s 2022 results, was framed as a strategic institutional restructuring to align Ferrovial’s governance with its growing international footprint. Relocating headquarters to the Netherlands is presented as a step toward easier access to global capital, including potential access to U.S. financing channels and a broader investor base. Industry sources note strong interest from pension funds and academic institutions in Ferrovial shares, which are hampered under current European investment restrictions for a non‑Dutch parent.
Ferrovial rose 0.92% on the stock market after gaining shareholder support for transfer to Netherlands
When the transfer was announced, government voices, including Economy Minister Nadia Calviño, voiced concerns about the executive decision. The National Securities Market Commission (CNMV) and the Spanish Stock Markets and Markets (BME) also voiced questions about the listing path. Some observers suggested listing from Spain into the United States would be feasible. Del Pino stressed that the move is not tax‑driven; he stated, before the board, that taxes payable in Spain would remain unchanged and that the relocation is tax neutral. Critics argued that the government’s stance reflected broader tensions with Ferrovial’s leadership. By day’s end, the share price closed up about 0.92 percent, signaling broad but cautious market reception.
A simple meeting for Rafael del Pino
Against a backdrop of intense media attention, the meeting drew significant participation from shareholders. A substantial majority, accounting for 77.69 percent of voting rights represented, approved thirteen contentious points. In addition to the Netherlands relocation, resolutions covered the 2022 annual accounts, board governance, the appointment of directors and auditors, capital management measures, a long‑term executive remuneration framework, and the Climate Strategy Report.
CEO Ignacio Madridejos outlined future expansion plans, noting continued investment in the United States, Canada, Spain, and the United Kingdom, while also identifying India and Poland as priority regions for exploration. During the session, several minority shareholders and two associations spoke in favor of the board’s decisions. The representative of the World Federation of Investors criticized the government’s stance, while underscoring the EU framework and its compatibility with Ferrovial’s strategy. The exchange ranged between cautious approval and pointed questions about governance and regulatory alignment.
What will happen next?
Shareholders dissenting from the decision may request a buyback option on their Ferrovial shares, with the company offering 26 euros per share up to a cap of 500 million euros, representing about 2.57 percent of the capital. If more than one percent of shareholders opt for the buyback, the merger could face new hurdles. Ferrovial’s merger timetable, as published, indicates that creditor opposition periods and the right to secession would run from May 14 to May 20.
Following the meeting, a strong majority of 93.3 percent supported the resolution, with 5.8 percent voting against, including the president’s brother, Leopoldo del Pino, who holds a meaningful stake. If Leopoldo does not seek the buyback, the merger would proceed notwithstanding minority dissent, barring other unforeseen objections.
Looking ahead, Ferrovial plans to complete the merger in the second half of the year by deregistering the operation in the Madrid Commercial Registry. Ferrovial International Sociedad Europea shares would then be traded on Euronext Amsterdam and on Spanish exchanges, excluding Ferrovial SA shares. The company aims to complete the transition with a Wall Street listing before year’s end.
Ferrovial plans to start trading in the US in the second half of the year
Government’s Reactions After the Meeting
In the aftermath, the government maintained its stance, saying it respects the shareholders’ decision while noting no single motive linked to a potential Wall Street listing. The CNMV and BME analyses suggested that listing in the United States can be pursued by Spanish companies when no legal or regulatory barriers exist, but the path must align with prevailing laws and market rules. Government officials emphasized that Ferrovial’s strategy remains a matter for investors and the company to navigate within the regulatory framework. The exchange between Ferrovial’s leadership and regulators continued to shape the discussion around cross‑border corporate moves and international finance.