Getlink SE: Strategic Share Capital Structure and Voting Rights Dynamics

Getlink SE, the operator of the Channel Tunnel and a key player in low-carbon infrastructure, has long positioned itself at the intersection of strategic governance and environmental stewardship. As global investors increasingly prioritize sustainability, the company's share capital structure and voting rights mechanisms emerge as critical levers for aligning shareholder interests with its decarbonization goals. This analysis examines how Getlink's governance framework, shaped by its voting rights architecture, influences decision-making on low-carbon initiatives and reinforces its role as a sustainability leader.

Share Capital Structure: A Governance Tool for Long-Term Alignment

Getlink's share capital comprises 550 million ordinary shares with a nominal value of €0.40 each, but its governance dynamics are defined by a unique double voting rights mechanism. Under Article 11 of its by-laws, shares held in registered form for two years by the same shareholder carry double voting rights. This structure incentivizes long-term ownership, amplifying the influence of patient capital-particularly relevant for infrastructure projects with extended payback periods. As of October 31, 2025, the company reported 691.75 million exercisable voting rights, with suspended rights excluded.

This mechanism directly impacts shareholder engagement. For instance, the 2025 Combined General Meeting on May 14 saw a record quorum of 79.09% of voting rights represented, reflecting heightened participation driven by the double voting rights. Resolutions such as the reappointment of Yann Leriche as CEO and the extension of the Chairman's statutory age limit to 75 were approved with over 97% support, underscoring alignment between management and long-term shareholders.

Voting Rights and Sustainability-Linked Decisions

The double voting rights structure also shapes shareholder influence on sustainability initiatives. Getlink's 2025 green bond issuance-a €600 million senior secured green notes program-exemplifies this dynamic. The proceeds, maturing in 2030, were earmarked to refinance existing green bonds and fund low-carbon projects. While the 2025 shareholder meeting did not explicitly vote on green bond approvals, the company's EBITDA guidance and strategic emphasis on decarbonization were reiterated, suggesting that the voting rights framework indirectly supports such initiatives by reinforcing board continuity and long-term strategic focus.

Moreover, Getlink's commitment to reducing greenhouse gas emissions by 30% by 2025 (compared to 2019 levels) aligns with science-based targets validated by the Science-Based Targets initiative (SBTi). The governance framework, by prioritizing long-term shareholders, ensures that sustainability goals are less susceptible to short-term market pressures. For example, the appointment of Deloitte & Associés as statutory auditors and the co-optation of Andrea Mangoni as a non-independent director signal a governance strategy that balances accountability with strategic agility.

Institutional Shareholders and Governance Effectiveness

Institutional investors, including Norges Bank Investment Management, Maple-Brown Abbott Limited, and the Abu Dhabi Investment Authority, hold significant stakes in Getlink. These investors, often with long-term horizons, likely benefit from the double voting rights structure, enabling them to exert outsized influence on governance outcomes. For instance, the 2025 shareholder meeting's approval of governance amendments-such as the extended age limit for the Chairman-was supported by 97.83% of votes, indicating broad consensus among major shareholders on leadership continuity.

This alignment is critical for low-carbon infrastructure projects, which require sustained capital allocation and regulatory coordination. Getlink's green bond program, for example, was structured to extend its debt maturity profile while maintaining financial flexibility. The absence of direct shareholder votes on such initiatives suggests that the board's sustainability agenda is already embedded in its strategic planning, with voting rights dynamics ensuring that institutional investors' preferences are reflected in long-term governance.

ESG Integration and Strategic Resilience

Getlink's governance framework is further reinforced by its integration of ESG (Environmental, Social, and Governance) considerations into core operations. The company's 2025 Environment Plan, which includes measures like renewable energy adoption and hybrid diesel traction units, is underpinned by a governance structure that prioritizes long-term value creation. The double voting rights mechanism, by favoring extended ownership, reduces the risk of short-termism and aligns with the Paris Agreement's 1.5°C trajectory.

Notably, Getlink's EBITDA guidance for 2025, reiterated amid its half-year results, reflects confidence in its low-carbon strategy's financial viability. This resilience is partly attributable to the governance framework's ability to secure shareholder backing for strategic priorities, even in volatile markets. For instance, the 2025 green bond issuance was priced at a 4.125% annual coupon, demonstrating investor appetite for sustainability-linked debt.

Conclusion: A Model for Sustainable Infrastructure Governance

Getlink SE's share capital structure and voting rights dynamics exemplify how governance can be strategically designed to advance low-carbon objectives. By incentivizing long-term ownership through double voting rights, the company ensures that institutional investors and management share aligned interests in decarbonization. This framework not only supports the approval of green bonds and ESG initiatives but also reinforces board stability, enabling consistent execution of sustainability goals.

For investors, Getlink's approach underscores the importance of governance architecture in driving environmental impact. As the global transition to net-zero accelerates, companies that embed sustainability into their capital structures-like Getlink-are likely to outperform peers reliant on short-term market signals. In this context, Getlink's 2025 governance and voting rights framework is not merely a corporate governance feature but a strategic asset for sustainable infrastructure leadership.