
2023 Extraordinary General Meeting of Shareholders
Agenda and documentation
Siemens Gamesa approved to celebrate a 2023 Extraordinary General Meeting of Shareholders that took place on 25 January 2023, in Bilbao (Biscay). Among other items, the delisting of the shares of the Company was submitted to the shareholders’ approval. Here you find all relevant documentation.
For retail shareholders:
info_accionista@siemensgamesa.comFor institutional sell holders and financial analysts:
irsg@siemensgamesa.comAnnouncement of the call
Notice of other relevant information (otra información relevante)
Resolutions
Frame report of the Board of Directors about the ratification and re-election of directors in which likewise the individual reports and the professional and biographical profile and other mandatory information of each of the directors whose ratification and re-election is proposed
Favorable report of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and the re-election of Mr. Christian Bruch as non-executive proprietary director
Favorable report of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and the re-election of Mr. Anton Steiger as non-executive proprietary director
Report of the Board of Directors relating to the amendments to the Corporate By-laws
Report of the Board of Directors relating to the amendments to the Regulations for the General Meeting of Shareholders
Report about the amendment of the Board of Directors Regulations approved by the Board of Directors on May 4, 2022
Rules for Conducting the General Meeting of Shareholders
Shareholder’s guide
Sample form of attendance, proxy and absentee voting card
Shares and voting rights
Regulations for the Electronic Shareholder's Forum
The current texts of the By-Laws, the Regulations for the General Meeting of Shareholders, the Regulations of the Board of Directors and other internal rules are available on the corporate website in the subsection "Internal corporate rules" of the section "Corporate governance documentation" in the "Corporate Governance" page.
Two.- Ratification of the appointment by co-option and re-election of Mr. Anton Steiger as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of non-executive proprietary director, for the bylaw-mandated four-year term.
4.1. Amendment of Articles 2, 8, 11, 13, 15, 19.4, 20, 21, 24, 31, 32, 33, 35, 48, 50 and 52.1 of the By-laws, to reorganize Title III, including the repeal of Articles 29, 30, 37, 39 and 42, and addition of a new Article 27-bis of the By-laws and a transitory provision, for its adaptation to the applicable regulations of a non-listed company. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
4.2. Amendment of Articles 5 and 12.2 of the By-laws to adapt them to a non-listed company within a corporate group whose parent company is Siemens Energy AG. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
4.3. Amendment of Article 17.1 of the By-laws relative to the venue of the General Meeting of Shareholders. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
4.4. Amendment of Article 45 of the By-laws relative to the remuneration system of directors. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
4.5. Amendment of Articles 10 and 18 and repeal of Articles 3, 9, 14, 16, 25, 27, 28, 34, 36, 38, 40, 41, 43, 46, 47, 51 and 53 of the By-laws to simplify its content in accordance with the situation of an unlisted company. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
4.6. Approval of the revised text of the By-laws. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
Five.- Amendment of the Regulations for the General Meeting of Shareholders and approval of a new restated text, subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
5.1. Amendment of Articles 3, 4, 7, 8, 9, 11, 12, 14, 16.1, 17, 18.1, 21, 23, 25.2, 27, 28.1, 29, 31, and 36, repeal of Article 10 of the Regulations for the General Meeting of Shareholders and introduction of a transitory provision to adapt them to the applicable regulations of a non-listed company. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
5.2. Amendment of Article 6 and repeal of Article 37 of the Regulations for the General Meeting of Shareholders to simplify their content in accordance with the situation of an unlisted company. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
5.3. Amendment of Articles 1.2, 2, 19, 22, 24 and 32.2 of the Regulations for the General Meeting of Shareholders, to improve their drafting and introduce technical enhancements. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
5.4. Approval of the revised text of the Regulations for the General Meeting of Shareholders. This resolution is subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.
Seven.- Acknowledgement of the resignations of Mr. Rudolf Krämmer, Ms. Mariel von Schumann, Ms. Gloria Hernández, Mr. Harald von Heynitz, Ms. Maria Ferraro, and Mr. Francisco Belil and establishment of the number of members of the Board of Directors at three, all of which is conditioned to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima. (Proposal)