The merger of Gamesa and Siemens Wind Power becomes effective

The merger between Gamesa and Siemens Wind Power becomes effective today, after the registration of the combined company in the Mercantile Registry of Biscay, in Spain. This was the last step required to close the transaction announced in June 2016, after fulfillment of all the conditions precedent and other closing actions.

This transaction creates a global leader in the wind power industry, with a presence in more than 90 countries, industrial footprint in key wind markets and an installed base of 75 GW. The combined company has a €21 billion backlog, pro forma revenues of €11 billion and €1.1 billion of adjusted EBIT in the fiscal year ended December 2016. The company -based in Zamudio, Spain- will keep trading on the Spanish stock market, becoming one of the biggest industrial companies of the blue-chip index Ibex 35. Siemens will own 59 percent of the share capital of the merged company, 8 percent will be held by Iberdrola, and the rest will be free-floating shares.

The legal domicile and global headquarters of the merged company will be located in Spain. The onshore offices will be also in Spain, while the offshore headquarters will be located in Hamburg (Germany) and Vejle (Denmark).

As a result of the agreements reflected in the Merger Agreement €1.005 billion (€3.601 per share) will be distributed as dividend to Gamesa shareholders. Further liquidity composition as of 31 March merged into Gamesa consists of cash in carved out entities, cash accumulated since carve out and contractual settlements amounts to €885 million.

Dividend payment calendar

• April 6: Last trading date with right to receive the extraordinary dividend.
• April 7: Ex-dividend date. Implicit technical market correction of c. €3.6 per share.
• April 11: Payment of extraordinary dividend

The first Board of Directors meeting of the combined company will take place tomorrow, April 4, where the first decisions regarding the composition of the Board and Committees and top management are expected.

(1) This amount is the result of deducting from the announced gross extraordinary dividend of €3.75 per share all dividends paid since the execution of the merger agreement (June 17, 2016) until the expected merger effective date, that amounts to €0.15 per share (paid on July 4, 2016).