Siemens -EGM 09 July 2020
General: The EGM is to be held in the form of a virtual EGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.
Item 1: On 22 May 2020, the Management Board of Siemens AG with the approval of the Supervisory Board resolved to legally separate the Siemens Gas and Power Business and the approximately 67% stake held by Siemens AG in the listed Siemens Gamesa Renewable Energy S.A. (together: the Siemens Energy Business) into a company called Siemens Energy AG, the shares of which are to be publicly listed. 55% of the shares in Siemens Energy AG shall be transferred to the shareholders of Siemens AG by way of a spin-off in accordance with the German Transformation Act. The spin-off of Siemens Energy AG shall create a strong, focused, global company with operations spanning the entire energy value chain, including the service business, according to the Company. In the future, Siemens AG itself will concentrate on Digital Industries, Smart Infrastructure and Siemens Mobility. As a result of the legal separation, Siemens AG intends to no longer exercise any control over Siemens Energy AG so that the Siemens Energy Business will cease to be part of the Siemens Group. Siemens AG will initially remain a non-controlling shareholder of Siemens Energy AG with a shareholding of 35.1%. Additionally, the Siemens Pension Trust e.V. will hold a 9.9% stake in Siemens Energy AG. Dependant on the strategic and operational development of Siemens AG and Siemens Energy AG, Siemens AG intends to reduce its stake in Siemens Energy AG significantly within twelve to 18 months after the spin-off taking effect. Upon the effective date, the shareholders of Siemens AG will automatically receive one Siemens Energy AG share for every two Siemens AG shares in accordance with the share allocation ratio of 2:1 through booking of the shares into their securities account. If the number of shares is not divisible by 2, a certain number of tradable fractional rights will be provided. The new shares to be granted to the Siemens AG shareholders will be issued by Siemens Energy AG by means of a capital increase for the purposes of implementing the spin-off. Immediately after the spin-off takes effect, the Siemens Energy AG shares shall be admitted to trading on the Frankfurt Stock Exchange with the initial listing expected to be taking place on 28 September 2020.
The Management Board and the Supervisory Board propose that the Spin-off and Transfer Agreement between Siemens AG and Siemens Energy AG dated 22 May 2020 shall be approved by the shareholders of Siemens AG. The approval of the Spin-off and Transfer Agreemenet requires a majority of at least 75% of the share capital represented at the EGM. We consider the Company's reasoning for the spin-off of the Siemens Energy Business to be convincing. Furthermore, we consider the reasons provided by the Company against possible alternatives, e.g. an IPO or M&A transaction, as conclusive. As such we have no reason to believe that the Company did not consider these options thoroughly and that the spin-off decision appears not to be in the best interest of shareholders at this time. We therefore recommend supporting the approval of the Spin-off and Transfer Agreement.
Siemens is a technology company. Co.'s Energy sector provides a range of products, solutions and services for generating and transmitting power. The Healthcare sector provides customers a range of medical solutions across the treatment chain. The Industry sector supplies products and solutions for industrial companies, primarily in the process and manufacturing industries. The Infrastructure & Cities sector provides a range of technologies that accelerates the capabilities of metropolitan centers and urban infrastructures. The Investments segment is comprised of Co.'s equity stakes in other companies. The Financial Services segment provides business-to-business financial solutions.
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