Siemens 2006 Annual Report Download - page 206

Notes to Consolidated Financial Statements
(in millions of €, except where otherwise stated and per share amounts)
202
On January 22, 2004, the Company’s shareholders authorized the Managing Board to
increase, with the approval of the Supervisory Board, capital stock by up to €600 through the
issuance of up to 200 million new no par value shares registered in the names of the holders
against cash contributions and/or contributions in kind (Authorized Capital 2004). 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.
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. Authorized Capital 2004 replaced
Authorized Capital 2001/I of €400 (representing approximately 133 million shares) and Autho-
rized Capital 2003 of €250 (representing 83 million shares) and will expire on January 21,
2009.
Authorized Capital 1998 of €90 and Authorized Capital 1999 of €210 were replaced by reso-
lution of the Annual Shareholders’ Meeting on January 23, 2003. The Company’s shareholders
authorized the Managing Board to increase, with the approval of the Supervisory Board, the
common stock by up to €250 through the issuance of up to approximately 83 million shares
for which the shareholders’ pre-emptive rights were excluded since these shares were to 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 Shareholders’ Meeting on January 22, 2004.
On February 22, 2001, the Company’s shareholders authorized the Managing Board to
increase, with the approval of the Supervisory Board, capital stock by up to €75 (representing
25 million shares) against contributions 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 themselves and do not have their own employee stock
schemes (Authorized Capital 2001/II). Pre-emptive rights of existing shareholders were
excluded. The Managing Board was authorized to determine, with the approval of the Super-
visory Board, the further content of the rights embodied in the shares and the conditions of
the share issue. As mentioned above, the outstanding Authorized Capital 2001/II of €67 (repre-
senting approximately 22 million shares) was replaced by resolution of the Annual Sharehold-
ers’ Meeting on January 26, 2006.
On February 22, 2001, the Company’s shareholders authorized the Managing Board to
increase, with the approval of the Supervisory Board, common stock by up to €400 through
the issuance of up to approximately 133 million 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.
Conditional capital (unissued)
Conditional capital to service the 2001 and 1999 Siemens Stock Option Plan amounts to €191,
representing 63,797 thousand shares of Siemens AG, in each of the years ended September 30,
2006 and 2005, respectively.
Conditional capital provided to service the issuance of bonds with conversion rights or
warrants amounts to €734 and €734, representing 244,507 thousand and 244,509 thousand
shares of Siemens AG as of September 30, 2006 and 2005, respectively.