Notice of
Annual Shareholders' Meeting 2023
of Siemens Energy AG on February 7, 2023
siemens-energy.com
2
Siemens Energy -Notice of Annual Shareholders' Meeting 2023
Agenda Overview, Contents
I. Agenda. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1. To receive and consider the adopted Annual Financial Statements of Siemens Energy AG and the approved Consolidated Financial Statements as of September 30, 2022, together with the Combined Management Report of Siemens Energy AG and the Siemens Energy Group as
of September 30, 2022, as well as the Report of the Super visory Board for fiscal year 2022 . 4 2. To resolve on the appropriation of the net income of Siemens Energy AG . . . . . . . . . . . . . . . . 4 3. To ratify the acts of the members of the Executive Board for fiscal year 2022 . . . . . . . . . . . . . 4 4. To ratify the acts of the members of the Supervisory Board for fiscal year 2022 . . . . . . . . . . . 4
5. To resolve on the appointment of the independent | auditor for the audit of the Annual | |
Financial | Statements and the Consolidated Financial Statements for fiscal year 2023 | |
and for the review of the Half-year Financial Report | 5 |
6. To resolve on the approval of the Compensation Report for fiscal year 2022 prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG) . . . . . . 5
7. Amendment to the Articles of Association relating to the committees of the Supervisory Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
8. Amendment to the Articles of Association relating to the virtual attendance of Supervisory
Board members at Shareholders'Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 9. Amendment to the Articles of Association relating to virtual Shareholders' Meetings . . . . . 6
10. To resolve on the cancellation of the Authorized Capital 2020 pursuant to Section 4 (5) of the Articles of Association with simultaneous creation of a new authorized capital against contributions in cash and/or in kind with the authorization to exclude subscription rights, and related amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11. To resolve on the cancellation of an authorization for the Executive Board to issue warrant bonds and/or convertible bonds with a simultaneous new authorization for the Executive Board to issue warrant bonds and/or convertible bonds and to exclude shareholders'
subscription rights, the creation of a new conditional capital (Conditional Capital 2023)
and related amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12. To resolve on the cancellation of the existing authorization with simultaneouscreation
of a new authorization for the Executive Board to acquire and use treasury shares pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act (AktG) and to exclude
subscription and tender rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
II. Reports and annexes on the agenda items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 III. Further information and details. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Siemens Energy AG, Munich
ISIN DE000ENER6Y0, Securities Identification Number ENER6Y
ISIN DE000ENER1N4, Securities Identification Number ENER1N
Notice of Annual Shareholders' Meeting 2023
Identifier of the event: GMETENR123RS
Munich, December 2022
Chairman of the Supervisory Board: Joe Kaeser
Executive Board: Christian Bruch, President and Chief Executive Officer Members of the Executive Board: Karim Amin, Maria Ferraro, Tim Oliver Holt, Anne-Laure Parrical de Chammard, Vinod Philip
Registered office: Munich, Germany
Commercial registry: München, HRB 252581
siemens-energy.com
This version of the Notice of the Annual Shareholders' Meeting prepared for the convenience of English- speaking readers is a translation of the German original. For purposes of interpretation, the German text shall be authoritative and final.
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Notice of Annual
Shareholders' Meeting 2023
To Our Shareholders:
NOTICE IS HEREBY GIVEN
that the Annual Shareholders' Meeting of Siemens Energy AG (hereinafter "Siemens Energy AG" or "Company")
will be held on Tuesday, February 7, 2023, 10:00 a.m. (CET),
as a virtual Shareholders' Meeting without the physical attendance of shareholders or their proxy representatives (except for the proxy representatives nominated by the Company).
Shareholders who have given due notification of attendance and their proxy representatives can connect to the virtual Shareholders' Meeting by means of electronic communication using the Internet Service and in this way participate in the meeting and exercise their voting rights and other shareholders' rights. The password-protected Internet Service for the Shareholders' Meeting ("Internet Service") can be accessed at
WWW.SIEMENS-ENERGY.COM/AGM-SERVICE
The "Access to the Internet Service and electronic connection to the meeting" section describes how you obtain access to the Internet Service. You can find more information on transmission of the Shareholders' Meeting via audio and video stream in the "Live transmission of the Shareholders' Meeting" section.
The voting rights of the shareholders and their proxy representatives are exercised exclusively - even if third parties are granted proxy authorization - by way of absentee voting (including by means of electronic communication) or by issuing proxy authorization and instructions to the proxy representatives nominated by the Company.
The place of the Shareholders' Meeting within the meaning of the German Stock Corporation Act (AktG) is Forum 1 at the campus of Siemens Energy AG, Otto-Hahn-Ring 6, 81739 Munich-Neuperlach, Germany. Shareholders and their proxy representatives (except for the proxy representatives nominated by the Company) will not have the right or opportunity to be physically present at the place of the meeting.
Siemens Energy -Notice of Annual Shareholders' Meeting 2023
4 Agenda
Siemens Energy -Notice of Annual Shareholders' Meeting 2023
I. Agenda
1. To receive and consider the adopted Annual Financial Statements of Siemens Energy AG and the approved Consolidated Financial Statements as of September 30, 2022,
together with the Combined Management Report of Siemens Energy AG and the Siemens Energy Group as of September 30, 2022, as well as the Report of the Supervisory Board for fiscal year 2022
These documents also include the Explanatory Report on the information required pursuant to Section 289a, Section 315a of the German Commercial Code (HGB), the Corporate Governance Statement including the Corporate Governance reporting, and the Group Non-Financial Statement for fiscal year 2022.
The above-mentioneddocuments are available on the Company's website at WWW.SIEMENS-ENERGY.COM/AGMand will also be available there during the Shareholders' Meeting. They will be explained in more detail at the Share- holders' Meeting.
In accordance with Section 172 of the German Stock Corporation Act (AktG), the Supervisory Board has already approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the Executive Board; the Annual Financial Statements are thus adopted. In accordance with the relevant statutory provisions, no resolution on this Agenda Item will therefore be adopted.
2. To resolve on the appropriation of the net income of Siemens Energy AG
The Supervisory Board and the Executive Board propose that the unappropriated net income of Siemens Energy AG for the fiscal year ended September 30, 2022, amounting to EUR 17,478,935.27, be carried forward in full to a new account. The net income will therefore be appropriated as follows:
Amount carried forward: | EUR 17,478,935.27 | |
Unappropriated net income: | EUR 17,478,935.27 | |
3. To ratify the acts of the members of the Executive Board for fiscal year 2022
The Supervisory Board and the Executive Board propose that the acts of the members of the Executive Board listed below under lit. a) to e) in fiscal year 2022 be ratified for that period:
-
Dr.-Ing.Christian Bruch
(President and Chief Executive Officer) - Maria Ferraro
- Karim Amin (since March 1, 2022)
- Dr.-Ing. JochenEickholt (until February 28, 2022)
- Tim Oliver Holt
It is intended to let the Shareholders' Meeting decide by separate ballot whether to ratify the acts of each individual member of the Executive Board.
4. To ratify the acts of the members of the Supervisory Board for fiscal year 2022
The Supervisory Board and the Executive Board propose that the acts of the members of the Supervisory Board listed below under lit. a) to v) in fiscal year 2022 be ratified for that period:
- Joe Kaeser (Chairman)
-
Robert Kensbock
(First Deputy Chairman) - Dr. Hubert Lienhard (Second Deputy Chairman)
- Günter Augustat
- Manfred Bäreis
- Manuel Bloemers (since September 1, 2022)
- Dr. Christine Bortenlänger
- Dr. Andrea Fehrmann
- Dr. Andreas Feldmüller
- Nadine Florian
- Sigmar Gabriel
- Rüdiger Groß (until August 31, 2022)
- Horst Hakelberg
- Jürgen Kerner
- Hildegard Müller
- Laurence Mulliez
- Thomas Pfann (since September 1, 2022)
- Matthias Rebellius
Agenda
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- Hagen Reimer (until August 31, 2022)
- Prof. Dr. Ralf P. Thomas
- Geisha Jimenez Williams
- Randy Zwirn
It is intended to let the Shareholders' Meeting decide by separate ballot whether to ratify the acts of each individual member of the Supervisory Board.
5. To resolve on the appointment of the
independentauditor for the audit of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2023 and for the review of the Half-year Financial Report
On the basis of the Audit Committee's recommendation, the Supervisory Board proposes that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed to serve as independent auditor of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2023 and auditor for the review of the condensed Financial Statements and the Interim Management Report for the Siemens Energy Group for the first half of fiscal year 2023.
The Audit Committee has stated that its recommendation is free from improper influence by third parties and that no clause restricting the choice within the meaning of Art. 16 (6) of the EU Regulation on statutory auditors or audit firms (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014) has been imposed upon it.
6. To resolve on the approval of the Compensation Report for fiscal year 2022 prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG)
The Executive Board and Supervisory Board have prepared a report on the compensation granted and owed to the members of the Executive Board and Supervisory Board of Siemens Energy AG in fiscal year 2022 in accordance with Section 162 of the German Stock Corporation Act (AktG). This report is presented to the Shareholders' Meeting for approval in accordance with Section 120a of the German Stock Corporation Act (AktG). The Compensation Report is reproduced after the Agenda in II. Reports and annexes on
the agenda items.
The Compensation Report was audited by the independent auditors, Ernst & Young GmbH Wirtschaftsprüfungs- gesellschaft, Stuttgart, in accordance with Section 162 (3) of the German Stock Corporation Act (AktG). The audit report is attached to the Compensation Report of Siemens Energy AG.
The Supervisory Board and the Executive Board propose that the Compensation Report of Siemens Energy AG for fiscal year 2022, which has been prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG), be approved.
7. Amendment to the Articles of Association relating to the committees of the Super visory Board
At its meeting on September 21, 2022, the Supervisory Board decided to rename the "Innovation and Finance Committee" to "Sustainability and Finance Committee" to reflect the fact that sustainability issues will play a greater role for the Company's future development. This name is to be used accordingly in Section 12 (2) of the Articles of Association. That does not entail any change to the compensation arrangements.
The Supervisory Board and the Executive Board therefore propose that the following resolution be approved and adopted:
Section 12 (2) lit. b) of the Articles of Association of Siemens Energy AG is amended to read as follows:
"(2) b) to the chairman of the Sustainability and Finance Committee EUR 70,000 and to each other member of the Sustainability and Finance Committee EUR 40,000."
8. Amendment to the Articles of Association relating to the virtual attendance
of Supervisory Board members at Shareholders' Meetings
Pursuant to Section 118 (3) sentence 1 of the German Stock Corporation Act (AktG), members of the Supervisory Board are to attend the Shareholders' Meeting (physically). Pursuant to Section 118 (3) sentence 2 of the German Stock Corporation Act (AktG), however, the Articles of Association can stipulate specific cases in which members of the Super visory Board are allowed to attend by means of audio and video transmission. This option is to be utilized by means of an addition to this effect in the Articles of Association.
The Supervisory Board and the Executive Board propose that the Shareholders' Meeting approve and adopt the following resolution:
The following new Section 14 (6) is added after Section 14 (5) of the Articles of Association of Siemens Energy AG:
"Members of the Supervisory Board shall be permitted, in agreement with the chairman of the Supervisory Board, to attend the Shareholders' Meeting by means of audio and video transmission if the Supervisory Board member in question is prevented from physically attending at the place of the Shareholders' Meeting, if the Supervisory Member resides abroad or attendance at the place of the Shareholders' Meeting would entail an unreasonably long journey, or if the Shareholders' Meeting is held as a virtual Shareholders' Meeting without the shareholders or their proxy representatives being physically present at the place where the Shareholders' Meeting is held."
Siemens Energy -Notice of Annual Shareholders' Meeting 2023
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Siemens Energy AG published this content on 19 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 December 2022 15:14:11 UTC.