Pursuant to Article 32 of Act 3/2009, of 3 April, on Structural Changes in Business Corporations, the common terms of the merger between Siemens Wind HoldCo, S.L. (Sociedad Unipersonal), as absorbed company, and Gamesa Corporación Tecnológica, S.A., as absorbing entity (the “Merger”), is included in this corporate website uninterruptedly since 27 June 2016, downloadable and printable. In addition, in accordance with Article 39 of Act 3/2009, of 3 April, on Structural Changes in Business Corporations, the following documentation and information related to the Merger is included in this corporate website, along with that required to be posted for the General Shareholders’ Meeting that shall resolve on the Merger pursuant to Article 518 of the Capital Companies Act and the internal corporate governance rules. All of this documentation and information is downloadable and printable:
- Significat event: "Document deemed equivalent to an informative prospectus issued in connection with the merger by absorption between Gamesa Corporación Tecnológica, S.A. (as absorbing company) and Siemens Wind HoldCo, S.L. (as absorbed company). " (April 11, 2017)
- Significant event: "The Company submits the resolutions adopted by the Board of Directors regarding its composition and posts and of its Committees, as well as the review of the Corporate Governance Rules of the Company" (April 5, 2017)
- Significant event: "The Company communicates the registration of the public merger deed between Gamesa and Siemens Wind Holco in the Mercantile Registry of Bizkaia" (April 3, 2017)
- Significant event: "The Company announces that the European competition authorities have cleared the merger between Gamesa and the wind power business of Siemens" (March 13, 2017)
- Significant event: "Siemens Aktiengesellschaft publica el escrito de solicitud de exención de OPA sobre Gamesa y la correspondiente documentación complementaria." (December 7, 2016)
- Significant event: "La CNMV informa que con fecha 7 de diciembre de 2016 ha aprobado la exención de la obligación de formular una oferta pública de adquisición de acciones de Gamesa Corporación Tecnológica, S.A. solicitada por Siemens Aktiengesellschaft." (December 7, 2016)
- Significant event: "Se informa de la presentación por Siemens Aktiengesellschaft de la contestación al requerimiento de información de la Comisión Nacional del Mercado de Valores en relación con la solicitud de execión de OPA sobre Gamesa presentada por Siemens el 28 de octubre de 2016." (November 30, 2016)
- Common terms of merger Gamesa / Siemens Wind
- Report
by Gamesa’s Board of Directors on the common terms of Merger, including
justification of the proposals of modification of the Bylaws resulting
from the merger
- Report by the sole director of Siemens Wind Power Parent on the common terms of merger
- Report
on the common terms of merger issued by Deloitte, S.L., as the
independent expert appointed by the Commercial Registry of Bizkaia
- Individual
annual financial statements and management report of Gamesa for the
financial year ending 31 December 2015, together with the corresponding
report by the independent auditors
- Consolidated
annual financial statements and management report of Gamesa for the
financial year ending 31 December 2015, together with the corresponding
report by the independent auditors
- Individual annual
financial statements and management report of Gamesa for the financial
year ending 31 December 2014, together with the corresponding report by
the independent auditors
- Consolidated
annual financial statements and management report of Gamesa for the
financial year ending 31 December 2014, together with the corresponding
report by the independent auditors
- Individual annual
financial statements and management report of Gamesa for the financial
year ending 31 December 2013, together with the corresponding report by
the independent auditors
- Consolidated
annual financial statements and management report of Gamesa for the
financial year ending 31 December 2013, together with the corresponding
report by the independent auditors
- Annual financial statements and management report of Siemens Wind Power Parent for the financial year ending 31 December 2015
- Merger
balance sheet of Gamesa corresponding to the last annual balance sheet
for the financial year closed on 31 December 2015, with the
corresponding auditor's report
- Merger
balance sheet of Siemens Wind Power Parent corresponding to the last
annual balance sheet for the financial year closed on 31 December 2015,
with the corresponding auditor's report (auditor’s report that is not
mandatory)
- Current version of the Bylaws of Gamesa
- Current version of the Regulations of the Shareholder's General Meeting of Gamesa
- Current version of the Regulations of the Board of Directors of Gamesa
- Current version of the Audit and Compliance Committee Regulations
- Current version of the Appointments Committee Regulations
- Current version of the Remuneration Committe Regulations
- Current version of the Bylaws of Siemens Wind Power Parent
- Full text of the Bylaws of Gamesa following the merger, highlighting the proposed modifications
- Identity of the directors of Gamesa and Siemens Wind Power Parent, and the date on which they took up their positions
- Identities of the members of the Board of Directors of Gamesa who will be proposed following the merger
- Pro-forma
consolidated financial information of Siemens Wind Power Parent as of
31 December 2015 (which includes the Siemens auidted combined state of
the financial position of the wind power business as of that date),
prepared for information purposes, with the report on its limited review
issued by Ernst & Young
- Agreement
entered into by Iberdrola, S.A. Iberdrola Participaciones, S.A.
(single-owner corporation) and Siemens AG on 17 June 2016, communicated
to the CNMV and Gamesa on that date to the effects of article 531.1 of
the Capital Companies Law, deposited in the Bizkaia Commercial Register,
which contains private shareholders’ agreement
- Conduct of the Extraordinary General Shareholders' Meeting
- Call notice for Extraordinary General Shareholders' Meeting
- Merger call (in Spanish)
- Significant event of agreements of the Board of Directors of Gamesa about the call of the Extraordinary Shareholders’ General Meeting
- Significant event of call
- Full text of the resolutions for the items on the agenda of the Extraordinary Shareholders’ General Meeting
- Framework report by Gamesa’s Board of Directors on the proposal of appointment and ratification of appointment and re-election of directors included in points fourth two to fourth eight and fifth of the agenda of the Extraordinary Shareholders’ General Meeting, where there are also included the individual reports and the professional and biographic profile and other mandatory information of each of the members of the board whose appointment is proposed under the above referred points of the agenda
- Report by the Appointments Committee of Gamesa on the appointment of Ms. Rosa María García García as a non-executive proprietary director
- Report by the Appointments Committee of Gamesa on the appointment of Ms. Mariel von Schumann as non-executive proprietary director
- Report by the Appointments Committee of Gamesa on the appointment of Ms.Lisa Davis as non-executive proprietary director
- Report by the Appointments Committee of Gamesa on the appointment of Mr. Klaus Helmrich as non-executive proprietary director
- Report by the Appointments Committee of Gamesa on the appointment of Mr. Ralf Thomas as non-executive proprietary director
- Report by the Appointments Committee of Gamesa on the ratification of the appointment and re-election of Mr. Gerardo Codes Calatrava as non-executive proprietary director
- Proposal by the Appointments Committee on (a) the appointment of Mr. Klaus Rosenfeld as non-executive independent director; and (b) the appointment of Ms. Swantje Conrad as non-executive independent director
- Shareholder's Guide
- Model-form of attendance, proxy and distance voting card
- Frequently Asked Questions
- Regulations of the Electronic Shareholders' Forum
- Number of shares and voting rights at the date of the call notice for the Extraordinary General Shareholder's Meeting
