Siemens 2005 Annual Report Download - page 193

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Conditional capital (unissued)
Conditional capital to service the 2001 and 1999 Siemens Stock Option Plan amounts to €191 in
each of the fiscal years ended September 30, 2005 and 2004.
Conditional capital provided to service the issuance of bonds with conversion rights or war-
rants amounts to €734 in each of the fiscal years ended September 30, 2005 and 2004.
By resolution of the Annual Shareholders’ Meeting on January 22, 2004, Conditional Capital
2003 of €267 (representing 89 million shares) was terminated. The Company’s shareholders
authorized the Managing Board to issue bonds in an aggregate principal amount of up to €11,250
with conversion rights (convertible bonds) or with warrants entitling the holders to subscribe to
up to 200 million new shares of Siemens AG, representing a pro rata amount of up to €600 of the
capital stock. Since the Conditional Capital 2003 has partly been utilized, the new Conditional
Capital 2004 permits the issuance of shares under the new authorization and the issuance of
shares to service bonds issued under the old authorization. Therefore, total Conditional Capital
2004 allows the issuance of up to €734 representing 244,509 thousand shares of Siemens AG.
The authorization will expire on January 21, 2009.
By resolution of the Annual Shareholders’ Meeting on February 22, 2001, conditional share
capital of €147 was approved to service the 2001 Siemens Stock Option Plan (Conditional Capital
2001). In addition, conditional capital amounting to €44 as of September 30, 2005, and 2004, was
approved by the Company’s shareholders to service the 1999 Siemens Stock Option Plan and the
2001 Siemens Stock Option Plan (Conditional Capital 1999).
As of September 30, 2005 and 2004 conditional capital of €0.6 provides for the settlement
offered to former shareholders of SNI AG who had not tendered their SNI share certificates.
By resolution of the Annual Shareholders’ Meeting on January 23, 2003, the Managing Board
is authorized to issue bonds in an aggregate principal amount of up to €5 billion with conversion
rights (convertible bonds) or with warrants entitling the holders to subscribe to new shares of
Siemens AG. The authorization will expire on December 31, 2007. The shareholders also approved
conditional share capital of €267 for the issuance of up to 89,000,000 shares to service the exer-
cise of the conversion or option rights of holders of these convertible bonds or warrants attached
to these bonds (Conditional Capital 2003). As mentioned above, Conditional Capital 2003 was ter-
minated by resolution of the Annual Shareholders’ Meeting on January 22, 2004.
Treasury stock
At the January 2005 Annual Shareholders’ Meeting, the Company’s shareholders authorized the
Company to repurchase up to 10% of the €2,673 common stock until July 26, 2006, for issuance to
employees and stock-based compensation plan participants, to accommodate option and conver-
sion rights attached with bonds issued by the Company including its subsidiaries, for sale via a
stock exchange or for retiring those shares with the approval of the Supervisory Board. In addi-
tion, the Supervisory Board is authorized to transfer repurchased shares to members of the Man-
aging Board of Siemens as stock-based compensation with a waiting period of at least two years.
In fiscal 2005, the Company repurchased a total of 3,549 thousand shares at an average price
of €61.78 per share to accommodate the Company’s stock-based compensation plans. In fiscal
2005, 1,691 thousand shares were sold in conjunction with the exercise of stock options and 1,849
thousand shares were issued to employees under a compensatory employee share purchase pro-
gram. See Note 27 for additional information on stock-based compensation. As of September 30,
2005, 9,004 shares of stock remained in treasury with a carrying amount of €0.6.
Notes to Consolidated Financial Statements
Consolidated Financial Statements Notes to Consolidated Financial Statements
(in millions of €, except where otherwise stated
and per share amounts)