Siemens 2007 Annual Report Download - page 187

Management’s discussion and analysis 187
Management’s discussion and analysis
Information required pursuant to §315 (4) of the German Commercial
Code and Explanatory Report
(1) Composition of common stock
As of September 30, 2007, the Company’s common stock totaled €2,743 million
(2006: €2,673 million) divided into 914,203,421 (2006: 891,087,241) registered
shares with no par value and a notional value of €3.00 per share. The shares are
fully paid in. In accordance with §4 (3) of the Company’s Articles of Association,
the right of shareholders to have their ownership interests evidenced by docu-
ment is excluded, unless such evidence is required under the regulations of a
stock exchange on which the shares are listed. Collective share certifi cates may be
issued. Pursuant to §67 (2) of the German Stock Corporation Act (Aktiengesetz),
only those persons recorded in the Company’s stock register will be recognized as
shareholders of the Company. For purposes of recording the shares in the Compa-
ny’s stock register, shareholders are required to submit to the Company the num-
ber of shares held by them and their e-mail address if they have one and, in the
case of individuals, their name, address and date of birth, or in the case of legal
entities, their company name, business address and registered offi ces.
All shares confer the same rights and obligations. At the Shareholders’ Meet-
ing, each share of stock has one vote and accounts for the shareholders’ propor-
tionate share in the Company’s net income. Excepted from this rule are treasury
shares held by the Company, which do not entitle the Company to any rights. The
shareholders’ rights and obligations are governed by the provisions of the Ger-
man Stock Corporation Act, in particular by §12, §53a et seq., §118 et seq., and
§186 of the German Stock Corporation Act.
(2) Restrictions on voting rights or transfer of shares
Shares of stock issued by Siemens AG to employees under its employee stock
scheme are subject to Company-imposed private law restrictions on disposal for
fi ve years. As a matter of principle, benefi ciary employees may not dispose of any
shares transferred to them in this way prior to expiration of the holding period.
Members of the von Siemens family signed a trust agreement with the von
Siemens-Vermögensverwaltung GmbH (vSV), under which they transferred
9,904,856 (2006: 10,607,390) shares of stock owned by them to the vSV as trust
property. As a trustee, the vSV holds the voting rights with respect to all shares
transferred to it, and exercises such voting rights in a uniform manner at the
Shareholders’ Meeting of Siemens AG at its professional discretion. The vSV has to
ensure that, as a rule, all voting rights attached to the shares transferred as trust
property are represented at the Shareholders’ Meeting. Several Siemens founda-
tions that are not a party to the trust agreement also authorize the vSV to exercise
the voting rights attached to the shares held by them in a fi duciary capacity in the
same manner as the voting rights attached to the shares transferred to the vSV as
trust property. In this way, the vSV has voting control under a power of attorney
over 24,673,050 (2006: 39,144,979) shares of stock.