Siemens 2005 Annual Report Download - page 192

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Capital increases
In fiscal 2004, common stock increased by €195 thousand through the issuance of 65 thousand
shares from the conditional capital to service the stock option plans. No such increases incurred
in fiscal 2005. In fiscal 2005, the Company repurchased its own common stock to accommodate
stock-based compensation plans.
In fiscal 2005 and 2004, common stock increased by €29 thousand and €433 thousand, respec-
tively, through the issuance of 9 thousand shares and 145 thousand shares, respectively, from the
conditional capital as settlement to former shareholders of Siemens Nixdorf Informationssysteme
AG (SNI AG).
Authorized, unissued capital
In each of the years ended September 30, 2005 and 2004, the Company’s authorized but unissued
capital totaled €667 or 222,210 thousand common shares.
Authorized Capital 2004 replaced Authorized Capital 2001/I of €400 (representing 133 million
shares) and Authorized Capital 2003 of €250 (representing 83 million shares) by resolution of
the Annual Shareholders’ Meeting on January 22, 2004. The Company’s shareholders authorized
the Managing Board with the approval of the Supervisory Board to increase the capital stock by up
to €600 through the issuance of up to 200 million new shares against cash contributions and/or
contributions in kind (Authorized Capital 2004). The Managing Board is authorized to deter-
mine, with the approval of the Supervisory Board, the further content of the rights embodied in
the shares and the conditions of the share issue. The Managing Board is authorized, with the
approval of the Supervisory Board, to exclude pre-emptive rights of shareholders in the event of
capital increases against contributions in kind and in certain pre-stipulated circumstances
against cash. The Authorized Capital 2004 will expire on January 21, 2009.
Authorized Capital 2001/II authorizes the Managing Board, with the approval of the Super-
visory Board, to increase capital stock by up to €67 (representing 22 million shares) against con-
tributions in cash until February 1, 2006 for the purpose of issuing them exclusively to employees
of the Company and its subsidiaries, provided these subsidiaries are not listed companies them-
selves and do not have their own employee share schemes. Pre-emptive rights of existing share-
holders are excluded. The Managing Board is authorized to determine, with the approval of the
Supervisory Board, the further content of the rights embodied in the shares and the conditions
of the share issue.
Authorized Capital 1998 of €90 and Authorized Capital 1999 of €210 were replaced by resolu-
tion of the Annual Shareholders’ Meeting on January 23, 2003. The Company’s shareholders
authorized the Managing Board with the approval of the Supervisory Board to increase the com-
mon stock by up to €250 through the issuance of up to 83,333,334 shares for which the share-
holders’ pre-emptive rights are excluded since these shares will be issued against contribution in
kind (Authorized Capital 2003). The Authorized Capital 2003 was to expire on January 22, 2008.
As mentioned above, Authorized Capital 2003 was replaced by resolution of the Annual Share-
holders’ Meeting on January 22, 2004.
On February 22, 2001, the Company’s shareholders authorized the Managing Board with the
approval of the Supervisory Board to increase the common stock by up to €400 through the
issuance of up to 133,333,334 shares for offer to existing shareholders until February 1, 2006
(Authorized Capital 2001/I). As mentioned above, Authorized Capital 2001/I was replaced by
resolution of the Annual Shareholders’ Meeting on January 22, 2004.
Management’s discussion and analysis