2023 Extraordinary General Meeting of Shareholders

Agenda and documentation

Download 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.

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Documentation

Quorum and voting results

Announcement 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.

Agenda
One.- Ratification of the appointment by co-option and re-election of Mr. Christian Bruch 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.

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.
 
Three.- Examination and approval, if applicable, of the delisting of the shares representing the entire capital of Siemens Gamesa Renewable Energy, Sociedad Anónima from the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges in accordance with the provisions of Articles 82 of the revised text of the Securities Market Act, approved by Royal Legislative Decree 4/2015, of 23 October (texto refundido de la Ley del Mercado de Valores, aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre) and 11.d) of Royal Decree 1066/2007, of 27 June, on the regime for public takeover bids for securities (Real Decreto 1066/2007, de 27 de junio, sobre el régimen de las ofertas públicas de adquisición de valores). (Proposal)
Four.- Amendment of the By-laws of the Company and approval of a new revised text, subject to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima.

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.
Six.- Repeal of the Remuneration Policy of Directors, conditioned to the effective delisting of the shares of Siemens Gamesa Renewable Energy, Sociedad Anónima. (Proposal)

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)
Eight.- Delegation of powers to formalize and execute all resolutions adopted by the Extraordinary General Meeting of Shareholders, to notarize them and to interpret, correct, supplement or develop them until the appropriate registrations are made. (Proposal)

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