Ordinary General Shareholders Meeting 2017

2017 Annual General Meeting of Shareholders

Agenda and documentation

Download agenda and documentation
Siemens Gamesa held its 2017 Annual General Meeting of Shareholders on June 20, 2017, in Zamudio (Vizcaya) at which shareholders approved – among others – the 2016 annual financial statements and ratified the management of the company’s board of directors. Here you find all relevant documentation.
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Documentation

Conduct of the Shareholders’ General Meeting

Notice to call

Significant event

Agreements

Individual Annual accounts and Auditor’s Report for fiscal year 2016

Consolidated Annual accounts and Auditor’s Report for fiscal year 2016

Individual Management Report for fiscal year 2016

Consolidated Management Report for fiscal year 2016

Liability statement

Frame report of the Board of Directors about the ratification and re-election of directors included in items five, six, seven and eight in which likewise the individual reports and the professional and biographical profile and other mandatory information of each of the directors whose ratification, if necessary, and re-election is proposed in the aforementioned items of the agenda

Motivated proposal of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and re-election of Mr. Luis Javier Cortés Domínguez as non-executive independent director

Favorable report of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and the re-election of Mr. Markus Tacke as executive director

Favorable report of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and the re-election of Mr. Michael Sen as non-executive proprietary director

Favorable report of the Appointments and Remunerations Committee about the re-election of Mr. Carlos Rodríguez-Quiroga Menéndez as executive director

Report regarding item nine on the agenda about the amendment proposal of the Corporate By-laws and the approval of a new restated text thereof

Report regarding item ten on the agenda about the amendment proposal of the Shareholders’ General Meeting Regulations and the approval of a new restated text thereof

Proposal of a new Policy of Remuneration of the members of the Board of Directors to be approved under item twelve of the agenda

Additional information regarding the new Policy of Remuneration of the members of the Board of Directors to be approved under item twelve of the agenda

Justified report about the amendment of the Policy of Remuneration of the members of the Board of Directors

Annual Report about the Remuneration of the members of the Board of Directors for the fiscal year 2016 included in the item fourteen of the agenda

Report about the amendments to the Regulations of the Board of Directors approved by the Board of Directors on April 4, 2017

Shareholder’s guide

Model-form of assistance, proxy representation and distance voting card

Frequently asked questions

Shares and voting rights

2016 Annual Corporate Governance Report

2016 Sustainability Report

2016 Annual activities report of the Audit and Compliance Committee

2016 Annual activities report of the Appointments Committee

2016 Annual activities report of the Remuneration Committee

Regulations for the Electronic Shareholders' Forum

Report about the independence of the auditor

Report of the Audit and Compliance Committee about its interventions during 2016 regarding the related party transactions

Annual report about the implementation of the policy about the communication and contact with shareholders, institutional investors and proxy advisors

Report about the level of fulfillment of the global policy of social corporate responsibility

Requests of information

Agenda
One:
Examination and approval, if applicable, of the individual Annual Accounts (balance sheet, profit and loss account, statement of changes in shareholders’ equity, statement of cash flows and annual report) of Gamesa Corporación Tecnológica, Sociedad Anónima, and of the consolidated Annual Accounts with its dependent companies (balance sheet, profit and loss account, statement of changes in shareholders’ equity, statement of cash flows and annual report), for the fiscal year ended on December 31, 2016.
Two:
Examination and approval, if applicable, of the individual management report of Gamesa Corporación Tecnológica, Sociedad Anónima, and of the consolidated management report with its dependent companies for the fiscal year ended on December 31, 2016.
Three:
Examination and approval, if applicable, of the management and actions of the Board of Directors during the fiscal year ended on December 31, 2016.(Proposal)
Four:
Examination and approval, if applicable, of the proposal for the allocation of profit/losses and the distribution of dividends of Gamesa Corporación Tecnológica, Sociedad Anónima for the fiscal year ended on December 31, 2016. (Proposal)
Five:
Ratification of the appointment by cooption and re-election of Mr. Luis Javier Cortés Domínguez as director of Gamesa Corporación Tecnológica, Sociedad Anónima, as a non-executive independent director, for the statutory period of four years.
Six:
Ratification of the appointment by cooption and re-election of Mr. Markus Tacke as director of Gamesa Corporación Tecnológica, Sociedad Anónima, as an executive director, for the statutory period of four years.
Seven:
Ratification of the appointment by cooption and re-election of Mr. Michael Sen as director of Gamesa Corporación Tecnológica, Sociedad Anónima, as an non-executive proprietary director, for the statutory period of four years.
Eight:
Re-election of Mr. Carlos Rodríguez-Quiroga Menéndez as director of Gamesa Corporación Tecnológica, Sociedad Anónima, as an executive director, for the statutory period of four years.
Nine:

Amendment of the Corporate By-laws.

9.1. Amendment of article 1: “Name and corporate address” and, consequently, of articles 3, 5, 9 and 33 of the Corporate By-laws.
9.2. Amendment of article 17: “Venue”.
9.3. Amendment of article 49: “Fiscal year and preparation of financial statements”.
9.4. Approval of a revised text of the Corporate By-laws.

Ten:

Amendment of the Shareholders’ General Meeting Regulations.

10.1. Amendment of articles 1 and 5 of the Shareholders’ General Meeting Regulations to reflect the new name of the Company.
10.2. Amendment of article 19 of the Shareholders’ General Meeting Regulations.
10.3. Approval of a revised text of the Shareholders’ General Meeting Regulations.

Eleven:
Re-election of the auditor of Gamesa Corporación Tecnológica, Sociedad Anónima and its consolidated Group for the 2017 fiscal year. (Proposal)
Twelve:
Approval of a new Policy of Remunerations of the members of the Board of Directors of Gamesa Corporación Tecnológica, Sociedad Anónima. (Additional information)
Thirteen:
Delegation of powers to formalize and execute all resolutions adopted by the Shareholders’ General Meeting, for conversion thereof into a public instrument, and for the interpretation, correction supplementation thereof or further elaboration thereon until the required registrations are made. (Proposal)
Fourteen
Voting, with a consultative character, of the 2016 Annual Report about the Remuneration of the members of the Board of Directors of Gamesa Corporación Tecnológica, Sociedad Anónima.

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