SIEMENS GAMESA RENEWABLE ENERGY, S.A. The Shareholders' Ordinary General Meeting of Gamesa Corporación Tecnológica, S.A. (which corporate name has become "Siemens Gamesa Renewable Energy, S.A." upon the approval of the by-laws amendment set forth under item nine of the agenda of the 2017 Shareholders' Ordinary General Meeting) (hereinafter, the "Company") held on the date hereof has adopted on first call each of the proposed resolutions submitted to vote and included in the agenda of the meeting pursuant to the terms of the notice to call which was published, among others, pursuant to a notice of significant event dated May 17, 2017 (official registry number 252,122). Such resolutions are the following:
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Items relating to the annual financial statements and the management of the Company
The Shareholders' General Meeting has approved the individual Annual Accounts of the Company and the consolidated Annual Accounts with its dependent companies for the 2016 fiscal year, the individual management report of the Company and of the consolidated management report with its dependent companies, as well as the management and actions of the Board of Directors during the referred 2016 fiscal.
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Items relating to the allocation of results
The Shareholders' General Meeting has approved the proposal for the allocation of profits drafted by the Board of Directors and, in particular, the distribution of a gross cash dividend with a charge to the 2016 fiscal year results amounting to 0.11058 euros per share. The payment of this dividend will take place on July 5, 2017.
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Items relating to the composition of the Board of Directors
The Shareholders' General Meeting has approved:
The ratification of the appointment by cooption and re-election as a non-executive independent director, of Mr. Luis Javier Cortés Domínguez.
The ratification of the appointment by cooption and re-election as an executive director of Mr. Markus Tacke.
The ratification of the appointment by cooption and re-election as a non-executive proprietary director of Mr. Michael Sen.
The re-election as an executive director of Mr. Carlos Rodríguez- Quiroga Menéndez.
The reelections as directors of Mr. Luis Javier Cortés Domínguez, Mr. Markus Tacke, Mr. Michael Sen and Mr. Carlos Rodríguez-Quiroga Menéndez have been approved for the statutory period of four years.
The directors will accept their offices by one of the legally-established procedures.
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Items relating to amendments of by-laws and regulations
The Shareholders' General Meeting has approved the amendment of articles 1, 3, 5, 9, 17, 33 and 49 of the Corporate By-laws, as well as their revised text. Such amendments are the following:
The change of the corporate name to "Siemens Gamesa Renewable Energy, S.A.".
The change of the fiscal year, so that it commences on October 1 of each year and ends on September 30 of the next year. Therefore, the fiscal year commenced on January 1, 2017 will end on September 30, 2017.
The possibility to hold the Shareholders' General Meetings at the place indicated in the notice to convene, which can be either the municipality of Zamudio (where it is currently held) or the municipality of Bilbao.
The Shareholders' General Meeting has also approved the amendment of articles 1, 5 and 19 of the Shareholders' General Meeting Regulations and their revised text. Such amendments are made to adapt the cited regulations to the new corporate name and the possibility to hold the Company's Shareholders' General Meetings at a new place.
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Items relating to the re-election of the Company's auditor
The Shareholders' General Meeting has approved the re-election of ERNST & YOUNG, S.L. as the auditor of the Company and its consolidated Group for the fiscal year commenced on January 1, 2017 and ending on September 30, 2017.
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Items relating to the remuneration of the members of the Board of Directors
The Shareholders' General Meeting has approved a new Policy of remuneration of directors of the Company. This revised text aims at adapting the Policy of remuneration of directors of the Company to the regulatory framework currently in force and to the recommendations of good governance generally known in international markets, as well as the specific needs and circumstances of the Gamesa group after the effectiveness of the merger by absorption between the Company and Siemens Wind Holdco, S.L.
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Items relating to the delegation of powers
The Shareholders' General Meeting has approved the delegation to the Board of Directors, with the express power of delegation to any of their members, the precise powers to rectify, develop and execute, whenever it considers appropriate, each of the agreements reached by the Shareholder's General Meeting. Likewise the Board of Directors is empowered to determine all the other circumstances that may be required, adopting and executing the needed agreements related to them, publishing the announcements and giving the guarantees that shall be indispensable for the effects included in Law, as well as formalize the specific documents and fulfilling as many actions as deem necessary, with compliance to as many requirements as the ones according to Law for the most plenty execution of the agreements of the Shareholders' General Meeting.
Additionally, the Shareholders' General Meeting has approved to jointly and severally empower the Chairwoman and the Secretary to the Board of Directors, so that any one of them, solely, is able to formalise and legalise the agreements reached by the Shareholders' General Meeting, including the deposit of annual accounts, the management and the audit reports corresponding to the Company and its consolidated Group. They may thus subscribe the public or private attested documents that are necessary or suitable (including those for clarification, total or partial rectification and solution of defects of errors) for exact compliance and for their registration, including partial registration, in the Companies Register or in any other necessary register or body.
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Consultative voting of the Annual Report about the Remuneration of the members of the Board of Directors
Finally, the Annual Report about the Remuneration of the members of the Board of Directors was submitted to the consultative voting of the Shareholders' General Meeting. Such report was backed by a vast majority of the shareholders in attendance -whether directly or by means of a representative- at the Shareholders' General Meeting.
Also on the date hereof, and upon the holding of the referred Shareholders' Ordinary General Meeting, a meeting of the Board of Directors of the Company has been held, where the re-election of Mr. Markus Tacke as CEO and the delegation in his favor of all faculties that may be delegated pursuant to the law and the Company's Internal Corporate Governance Regulations Rules was unanimously approved.
After the approval of the referred resolutions on the date hereof by the Shareholders' Ordinary General Meeting and the Board of Directors, the Board's composition is the following:
BOARD OF DIRECTORS | ||
Office | Name | Category |
Chairwoman | Rosa María García García | Proprietary |
CEO | Markus Tacke | Executive |
Members | Lisa Davis | Proprietary |
Mariel von Schumann | Proprietary | |
Luis Javier Cortés Domínguez | Independent | |
Andoni Cendoya Aranzamendi | Independent | |
Ralf Thomas | Proprietary | |
Gloria Hernández García | Independent | |
Swantje Conrad | Independent | |
Sonsoles Rubio Reinoso | Proprietary | |
Klaus Rosenfeld | Independent | |
Michael Sen | Proprietary | |
Secretary | Carlos Rodríguez-Quiroga Menéndez | Executive |
Deputy secretary non-member | José Antonio Cortajarena Manchado | N/A |
In Zamudio, on June 20, 2017
Carlos Rodríguez-Quiroga Menéndez Secretary of the Board of Directors
IMPORTANT INFORMATION
This communication does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities. The shares of Siemens Gamesa Renewable Energy, S.A. (formerly known as Gamesa Corporación Tecnológica, S.A.) may not be offered or sold in the United States of America except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration.
Siemens Gamesa Renewable Energy SA published this content on 20 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 July 2017 09:53:08 UTC.
Original documenthttp://www.gamesacorp.com/recursos/hechosRelevantes/20170620-eng-hr-junta-2017.pdf
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