2023 Extraordinary General Meeting of Shareholders (June)
Agenda and documentation
Download agenda and documentation
Siemens Gamesa has approved to celebrate a 2023 Extraordinary General Meeting of Shareholders and foresees it takes place at second call, on 13 June 2023, in Madrid. Among other items, the proposal of a capital reduction will be submitted to the shareholders’ approval. Here you find all relevant documentation.
Contact Siemens Gamesa
For retail shareholders:
info_accionista@siemensgamesa.comFor institutional sell holders and financial analysts:
irsg@siemensgamesa.comElectronic distance voting
Siemens Gamesa offers its shareholders an electronic platform that, regarding the 2023 Extraordinary General Meeting of Shareholders, includes the possibility of electronic voting and granting a proxy.
You can access the electronic platform through the following link.
Documentation
Announcement of the call
Proposal of resolutions
Report of the Board of Directors relating to the proposal of the share capital reduction
Rules for Conducting the General Meeting of Shareholders
Sample form of attendance, proxy and absentee voting card
The current texts of the By-Laws and the Regulations for the General Meeting of Shareholders are available on the corporate website in the subsection "Internal corporate rules" of the section "Corporate governance documentation" in the "Corporate Governance" page.
Agenda
One.- Examination, ratification and/or approval of certain related party transactions. (Proposal)
1.1. Examination and ratification, if appropriate and for purposes of articles 230 and 231-bis of the Corporate Enterprises Act, of the framework agreement for the granting of financing entered into between Siemens Gamesa Renewable Energy, Sociedad Anónima, as borrower, and Siemens Energy Finance B.V., as lender, and the transactions already carried out thereunder.
1.2. Examination and approval, if appropriate and for purposes of articles 230 and 231-bis of the Corporate Enterprises Act, of a financing transaction under the framework agreement between Siemens Gamesa Renewable Energy, Sociedad Anónima, as borrower, and Siemens Energy Finance B.V., as lender, for an amount of EUR 2,500,000,000.
1.3. Examination and approval, if appropriate and for purposes of articles 230 and 231-bis of the Corporate Enterprises Act, of all future financing transactions under the framework agreement between Siemens Gamesa Renewable Energy, Sociedad Anónima, as borrower, and Siemens Energy Finance B.V., as lender, different from the one referred to in item 1.2, for a maximum aggregate amount of borrowed moneys of EUR 1,500,000,000.
1.1. Examination and ratification, if appropriate and for purposes of articles 230 and 231-bis of the Corporate Enterprises Act, of the framework agreement for the granting of financing entered into between Siemens Gamesa Renewable Energy, Sociedad Anónima, as borrower, and Siemens Energy Finance B.V., as lender, and the transactions already carried out thereunder.
1.2. Examination and approval, if appropriate and for purposes of articles 230 and 231-bis of the Corporate Enterprises Act, of a financing transaction under the framework agreement between Siemens Gamesa Renewable Energy, Sociedad Anónima, as borrower, and Siemens Energy Finance B.V., as lender, for an amount of EUR 2,500,000,000.
1.3. Examination and approval, if appropriate and for purposes of articles 230 and 231-bis of the Corporate Enterprises Act, of all future financing transactions under the framework agreement between Siemens Gamesa Renewable Energy, Sociedad Anónima, as borrower, and Siemens Energy Finance B.V., as lender, different from the one referred to in item 1.2, for a maximum aggregate amount of borrowed moneys of EUR 1,500,000,000.
Two.- Examination and approval, if appropriate, of the reduction of the share capital of Siemens Gamesa Renewable Energy, Sociedad Anónima.
2.1. Examination and approval, if appropriate, of the reduction of the share capital of Siemens Gamesa Renewable Energy, Sociedad Anónima, by the amount of EUR 2,559,974.92, charged against unrestricted reserves, being fixed at EUR 113,234,400.02, through the redemption of 15,058,676 shares with a par value of EUR 0.17, owned by the shareholders of Siemens Gamesa Renewable Energy, Sociedad Anónima other than Siemens Energy Global GmbH & Co. KG, in order to return the value of the contributions to the aforementioned shareholders, at a value of EUR 18.05 per share. Amendment of Article 7 of the By-laws. Establishment of the restricted reserve provided for by section 335.c) of the Corporate Enterprises Act.
2.2. Separate vote by Siemens Energy Global GmbH & Co. KG for the resolution regarding the reduction of share capital submitted for the approval of the Extraordinary General Meeting of Shareholders under item two on the agenda, pursuant to sections 293 and 329 of the Corporate Enterprises Act.
2.3. Separate vote by the shareholders other than Siemens Energy Global GmbH & Co. KG affected by the resolution regarding the reduction of share capital submitted for the approval of the Extraordinary General Meeting of Shareholders under item two on the agenda, pursuant to sections 293 and 329 of the Corporate Enterprises Act.
2.1. Examination and approval, if appropriate, of the reduction of the share capital of Siemens Gamesa Renewable Energy, Sociedad Anónima, by the amount of EUR 2,559,974.92, charged against unrestricted reserves, being fixed at EUR 113,234,400.02, through the redemption of 15,058,676 shares with a par value of EUR 0.17, owned by the shareholders of Siemens Gamesa Renewable Energy, Sociedad Anónima other than Siemens Energy Global GmbH & Co. KG, in order to return the value of the contributions to the aforementioned shareholders, at a value of EUR 18.05 per share. Amendment of Article 7 of the By-laws. Establishment of the restricted reserve provided for by section 335.c) of the Corporate Enterprises Act.
2.2. Separate vote by Siemens Energy Global GmbH & Co. KG for the resolution regarding the reduction of share capital submitted for the approval of the Extraordinary General Meeting of Shareholders under item two on the agenda, pursuant to sections 293 and 329 of the Corporate Enterprises Act.
2.3. Separate vote by the shareholders other than Siemens Energy Global GmbH & Co. KG affected by the resolution regarding the reduction of share capital submitted for the approval of the Extraordinary General Meeting of Shareholders under item two on the agenda, pursuant to sections 293 and 329 of the Corporate Enterprises Act.
Three.- Delegation of powers for the formalisation and implementation of all the resolutions adopted by the shareholders at the Extraordinary General Meeting of Shareholders, for the conversion thereof into a public instrument and for the interpretation, correction, supplementation or further development thereof until all required registrations are accomplished. (Proposal)