The company said the proposal got 93.3% approval at its annual general meeting while 5.8% voted against. The plan seeks to pave the way for a U.S. share listing and potential access to the country's new green subsidies.
Leopoldo del Pino, brother of Ferrovial's Chairman Rafael del Pino, listed as the fifth-largest investor, was among opponents, according to sources familiar with the vote. They added that his holding represented 5.5% of the shares present at the meeting.
The dissenters could exercise a right to sell their shares
back to the company for 26 euros each. They have a month to
decide.
Ferrovial has warned it has only 500 million euros ($550
million) available to pay shareholders who do not want to stay
invested, meaning a "no" vote by 2.6% or more of shareholders
could scupper the move.
Company sources said after the vote they believed Ferrovial
could buy out dissenters since Leopoldo del Pino has so far
indicated no intention to sell his shares.
Ferrovial's board said the proposed move to the Netherlands
was an "expeditious" way to apply for the U.S. listing,
increasing liquidity and access to financing.
With a market capitalisation of 19.4 billion euros,
Ferrovial holding company FISE would rank about 13th in the
Amsterdam index , where it would initially be dual-listed
along with Madrid.
Sources familiar with the matter told Reuters that potential
access to U.S. government funding for energy transition and
other subsidies under the Biden administration's Inflation
Reduction Act (IRA) had influenced its decision.
Spain's government has been angered by Ferrovial's plan and
officials have warned that the Spanish tax agency will closely
scrutinise the move by the builder of highways, airports and
metro lines if it is approved.
But Chairman del Pino, Ferrovial's largest shareholder with
a 20.44% stake, told the AGM that "taxes to be paid by Ferrovial
after the transaction will be very similar to what it is paying"
and that "Ferrovial is not leaving Spain".
Spain's government said in a statement on Thursday it
"respects the decision taken by shareholders" and will "continue
to work in a constructive manner with Spanish companies to
defend their interests and promote their expansion and growth".
(Reporting by Corina Pons; additional reporting by Toby
Sterling in Amsterdam, Editing by Andrei Khalip, Alexander Smith
and Cynthia Osterman)
