Siemens Gamesa Renewable Energy - AGM 22 July 2020
Siemens Gamesa called a first AGM for 26 March, which was postponed. Differences between the first call and this new Meeting include the ratification of the appointment of Ms. Ferraro in item 9, as proprietary Director, and Mr. Nauen in item 10, as executive, following the resignation of proprietary Director Mr. Sen and former CEO Mr. Tacke, respectively, as well as amendments to the AGM Regulations in item 18.
In item 5, as in the first AGM called, a dividend of €0.05173 per share on 2019 results is proposed, to be distributed on 30 July 2020. Despite the aggregate amount being covered by FCF, in light of COVID-19, ECGS recommends that companies postpone decisions regarding dividend distribution in order to avoid liquidity and financial risks.Therefore, we recommend that shareholders oppose this resolution.
Serious concerns arise over the lack of independence on the Board (40% as per the Company’s self-assessment but 20% according to ECGS’guidelines) and the high number of Directors representing Siemens AG (5, or 50%, including the Chairman). Therefore, we recommend that shareholders oppose the ratifications and nominations of all proprietary Directors in items 6, 7 and 9.
In item 14, the Board of Directors asks for the authorisation to increase the share capital by up to 50% with the power to exclude pre-emptive rights to up to 20%, surpassing ECGS' limit of 10%, hence we recommend opposition. In item 16, the Board asks for authorisation to issue convertible bonds into non-voting shares with a limit of €1'500 million. ECGS considers that this may undermine the principle of shareholder equality. Furthermore, the amount of shares to be issued without pre-emptive rights may largely exceed the ECGS limit of 10%, even without considering the 20% capital increase of item 14. Therefore, we recommend shareholders oppose this resolution.
Siemens Gamesa Renewable Energy is a holding company. Through its subsidiaries, Co. is engaged in the business of renewable energy sources, primarily wind power but also including solar energy where its acts as a supplier and manufacturer of technological products, installations and services. Co. is organized along the lines of: promotion, construction and sale of wind farms, engineering, design, manufacture and sale of wind turbines, manufacture of thermic and photovoltaic solar components, promotion and sale of photovoltaic solar farms. Co. also participates in both Spanish and European working groups aimed at establishing priorities for its sector's research & development work.
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