Siemens Gamesa Renewable Energy - AGM 26 March 2020
Shareholders are called to ratify the appointments of two proprietary Directors: Mr. Andreas C. Hoffmann in item 6 and Mr. Tim Oliver Holt in item 7. ECGS has serious concerns over the lack of independent representation on the Board (20% as per our guidelines and 40% according to the Company) and the high number of Directors representing Siemens AG (5, or 50%, including the Chairman). Therefore, we recommend opposition.
In item 11, 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 13, the Board asks for an authorisation to issue convertible bonds into shares (including non-voting) with a limit of €1'500 million. 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 11. 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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