Siemens 2006 Annual Report Download - page 207

Notes to Consolidated Financial Statements
(in millions of €, except where otherwise stated and per share amounts) 203
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, as of
September 30, 2006, total Conditional Capital 2004 allows the issuance of up to €734 repre-
senting 244,507 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, 2006 and
2005, provides to service the 1999 Siemens Stock Option Plan and the 2001 Siemens Stock
Option Plan (Conditional Capital 1999).
As of September 30, 2006 and 2005, conditional capital of €0.6, representing 188 thousand
shares of Siemens AG, 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 was 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 was to expire on December 31, 2007. The share-
holders also approved conditional share capital of €267 for the issuance of up to 89 million
shares to service the exercise 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 as well as the aforementioned authorization were terminated by
resolution of the Annual Shareholders’ Meeting on January 22, 2004.
Treasury stock
At the January 2006 Annual Shareholders’ Meeting, the Company’s shareholders authorized
the Company to repurchase up to 10% of the €2,673 common stock until July 25, 2007. Such
stock may be sold via a stock exchange; or (i) retired with the approval of the Supervisory
Board, (ii) used to satisfy the Company’s obligations under the 1999 and the 2001 Siemens
Stock Option Plans, (iii) offered for purchase to employees or former employees of the Com-
pany or any of its subsidiaries within the employee share purchase program or granted and
transferred with a holding period of at least two years; or (iv) used to service the conversion or
option rights granted by the Company or any of its subsidiaries. In addition, the Supervisory
Board shall be authorized to offer repurchased shares to the members of the Managing Board
of Siemens AG for purchase as stock-based compensation under the same terms and condi-
tions as those offered to employees of the Company. Additionally, the Supervisory Board may
grant and transfer such shares to members of the Managing Board as stock-based compen-
sation with a holding period of at least two years.
Notes to Consolidated Financial Statements