SIEMENS GAMESA RENEWABLE ENERGY, S.A.

OTHER RELEVANT INFORMATION

As per section 227 of the restated text of the Securities Market Law (texto refundido de la Ley del Mercado de Valores), approved by the Royal Legislative Decree 4/2015, of 23 October, and related provisions, the Company announces the following other relevant information:

The Board of Directors of Siemens Gamesa Renewable Energy, S.A. (hereinafter, "Siemens Gamesa" or the "Company"), in its meeting held today, 17 June 2020, has adopted, among others, the following resolutions:

Call of the 2020 Ordinary General Meeting of Shareholders

To call the 2020 Ordinary General Meeting of Shareholders of the Company, which will be held at the first call on Wednesday 22 July 2020 at 12:00 in the Mitxelena Auditorium of Bizkaia Aretoa in Bilbao, Avenida Abaindoibarra 3, and in the event of there not being the quorum of attendance required by Law, it will be held at the second call on Thursday 23 July 2020, at 12:00, at the same place, with the purpose of deliberate and take agreements about the issues included in following

Agenda

ITEMS RELATING TO THE ANNUAL ACCOUNTS AND TO CORPORATE MANAGEMENT:

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.

ITEM RELATING TO SHAREHOLDER REMUNERATION:

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.

ITEMS RELATING TO THE COMPOSITION OF THE BOARD OF DIRECTORS:

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.

ITEM RELATING TO THE RE-ELECTION OF THE COMPANY'S STATUTORY AUDITOR:

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.

ITEMS RELATING TO THE EXPRESS AUTHORISATIONS AND DELEGATIONS BEING REQUESTED FOR THE BOARD OF DIRECTORS:

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.

ITEM RELATING TO THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS:

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.

ITEMS RELATING TO GENERAL MATTERS:

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.

ITEM SUBMITTED TO A CONSULTATIVE VOTE:

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

The notice of the call of the 2020 Ordinary General Meeting of Shareholders will be published in the following days as provided in the applicable legislation and the Corporate Governance Rules of the Company.

In Zamudio (Vizcaya), on 17 June 2020

Juan Antonio García Fuente Secretary of the Board of Directors

Attachments

  • Original document
  • Permalink

Disclaimer

Siemens Gamesa Renewable Energy SA published this content on 17 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 July 2020 11:03:03 UTC