2020 Annual General Meeting of Shareholders

Agenda and documentation

Download agenda and documentation

Siemens Gamesa has approved to celebrate its 2020 Annual General Meeting of Shareholders and foresees it takes place at first call, on July 22nd, 2020, in Bilbao (Vizcaya). Here you find all relevant documentation.

Contact Siemens Gamesa

For retail shareholders:

info_accionista@siemensgamesa.com

For institutional sell holders and financial analysts:

irsg@siemensgamesa.com
Electronic Shareholders’ Forum and distance voting

Siemens Gamesa offers its shareholders an electronic platform that includes the Electronic Shareholders’ Forum, the possibility for distance voting, granting a proxy and exercising the information right regarding the 2020 Annual General Meeting of Shareholders. You can access the platform through the following link.

Documentation

Announcement of the call

Notice of other relevant information (otra información relevante)

Proposal of resolutions 

Individual Annual accounts of Siemens Gamesa Renewable Energy, S.A. and Auditor’s Report for fiscal year ended on 30 September 2019

Consolidated Annual accounts of Siemens Gamesa Renewable Energy, S.A. and Auditor’s Report for fiscal year ended on 30 September 2019

Individual Management Report of Siemens Gamesa Renewable Energy, S.A. for fiscal year ended on 30 September 2019

Consolidated Management Report of Siemens Gamesa Renewable Energy, S.A. for fiscal year ended on 30 September 2019

Directors’ liability statement as established in articles 118 and 124 of the Securities Market Law (Ley del Mercado de Valores)

Consolidated statement of non-financial information of Siemens Gamesa Renewable Energy, S.A. for the financial year ended on 30 September 2019

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. Andreas C. Hoffmann 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. Tim Oliver Holt as non-executive proprietary director

Motivated proposal of the Appointments and Remunerations Committee about the ratification of the appointment by cooption and re-election of Mr. Harald von Heynitz 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 Ms. Maria Ferraro 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. Andreas Nauen as executive director 

Report of the Board of Directors relating to the proposed authorisation to increase share capital

Report of the Board of Directors relating to the proposed authorisation to issue simple debentures and other fixed-income securities that are neither exchangeable for nor convertible into shares, as well as to guarantee the issue of securities by the Company’s subsidiaries

Report of the Board of Directors relating to the proposed authorisation to issue convertible or exchangeable debentures and bonds

Explanatory report of the Appointments and Remuneration Committee of the amendment of the Policy of Remuneration of Directors for financial years 2019, 2020 and 2021 and amendment proposal

Report of the Board of Directors relating to the amendments to the Regulations of the General Meeting of Shareholders 

Annual Report about the remuneration of the members of the Board of Directors of Siemens Gamesa Renewable Energy, S.A. for the fiscal year 2019

Rules for Conducting the General Meeting of Shareholders 

Shareholder’s guide

Sample form of attendance, proxy and absentee voting card

Shares and voting rights

2019 Annual Corporate Governance Report

Annual activities report of the Board of Directors and of its committees for financial year 2019

Regulations for the Electronic Shareholder's Forum

Report about the independence of the auditor

Report of the Audit, Compliance and Related Party Transactions Committee about its interventions during 2019 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   

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. 

 

Agenda

One:

Examination and approval, if appropriate, of the individual annual accounts (balance sheet, profit and loss account, statement of changes in shareholders’ equity, statement of cash flows and notes) of Siemens Gamesa Renewable Energy, Sociedad Anónima, as well as of the consolidated annual accounts of the Company and its subsidiaries (balance sheet, profit and loss account, statement of changes in shareholders’ equity, statement of cash flows and notes), for the financial year ended on 30 September 2019.

Two:

Examination and approval, if appropriate, of the individual management report of Siemens Gamesa Renewable Energy, Sociedad Anónima and of the consolidated management report of the Company and its subsidiaries for the financial year ended on 30 September 2019. 

Three:

Examination and approval, if appropriate, of the consolidated statement of non-financial information of Siemens Gamesa Renewable Energy, Sociedad Anónima for the financial year ended on 30 September 2019. 

Four:

Examination and approval, if appropriate, of the corporate management and the activities of the Board of Directors during the financial year ended on 30 September 2019. (Proposal)

 

Five:

Examination and approval, if appropriate, of the proposed allocation of profits/losses and distribution of dividends of Siemens Gamesa Renewable Energy, Sociedad Anónima for the financial year ended on 30 September 2019. (Proposal)

 

Six:

Ratification of the appointment by co-option and re-election of Mr Andreas C. Hoffmann as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of proprietary non-executive director, for the bylaw-mandated four-year term.

Seven:

Ratification of the appointment by co-option and re-election of Mr Tim Oliver Holt as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of proprietary non-executive director, for the bylaw-mandated four-year term.

Eight:

Ratification of the appointment by co-option and re-election of Mr Harald von Heynitz as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of independent non-executive director, for the bylaw-mandated four-year term.

Nine:

Ratification of the appointment by co-option and re-election of Ms Maria Ferraro as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of proprietary non-executive director, for the bylaw-mandated four-year term.

Ten:

Ratification of the appointment by co-option and re-election of Mr Andreas Nauen as a director of Siemens Gamesa Renewable Energy, Sociedad Anónima, with the classification of executive director, for the bylaw-mandated four-year term.

Eleven:

Setting of the number of members of the Board of Directors at ten. (Proposal)

 

Twelve:

Re-election of Ernst & Young, Sociedad Limitada as statutory auditor of Siemens Gamesa Renewable Energy, Sociedad Anónima and of its consolidated Group for financial year 2020. (Proposal)

Thirteen:

Authorisation to the Board of Directors for the acquisition of own shares.

Fourteen:

Authorisation to the Board of Directors, with express power of substitution, to increase the share capital upon the terms and within the limits set forth in section 297.1.b) of the Corporate Enterprises Act, with the power to exclude pre-emptive rights, limited to a maximum nominal amount of 20% of the share capital, including such amount as may arise from the approval and implementation of the proposed resolution set forth in item sixteen of the agenda.

Fifteen:

Authorisation to the Board of Directors, with express power of substitution, to issue simple debentures and other fixed-income securities that are neither exchangeable for nor convertible into shares, as well as to guarantee the issue of securities by the Company’s subsidiaries, with a limit of 800 million euros for notes and of 2,000 million euros for other fixed-income securities.

Sixteen:

Authorisation to the Board of Directors, with express power of substitution, for a term of five years, to issue debentures or bonds that are exchangeable for and/or convertible into shares of the Company or of other companies and warrants on newly-issued or outstanding shares of the Company or of other companies, with a maximum limit of 1,500 million euros. The authorisation includes the delegation of such powers as may be required to: (i) determine the basis of and terms and conditions applicable to the conversion, exchange or exercise; (ii) increase share capital to the extent required to accommodate requests for conversion; and (iii) exclude the pre-emptive rights of the shareholders in connection with the issues, limited to a maximum nominal amount of 20% of the share capital, including such amount as may arise from the approval and implementation of the proposed resolution set forth in item fourteen of the agenda.

 

Seventeen:

Approval, if appropriate, of the amendment of the Policy of Remuneration of Directors of Siemens Gamesa Renewable Energy, Sociedad Anónima 2019-2021 pursuant to the provisions of section 529 novodecies of the Corporate Enterprises Act.

 

Eighteen:

Amendment of the Regulations for the General Meeting of Shareholders.

18.1 Amendment of articles 9, 11, 17, 27, 28 and 29 regarding the right to receive information and to make presentations at a General Meeting.

18.2 Amendment of article 15 regarding the public request for proxy representation.

18.3 Amendment of articles 6, 7, 8, 23, 24, 31 and 36 to make other technical improvements.

18.4 Amendment of article 20 and introduction of new additional provision regarding remote attendance at the General Meeting.

Nineteen:

Delegation of powers for the formalisation and implementation of all the resolutions adopted by the shareholders at the 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)

Twenty:

Consultative vote on the Annual Report on Remuneration of Directors of Siemens Gamesa Renewable Energy, Sociedad Anónima for financial year 2019.


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