Siemens 2007 Annual Report Download - page 189

Management’s discussion and analysis 189
Management’s discussion and analysis
will then appoint the members of the Managing Board with the votes of the major-
ity of its members. If such appointment fails, the Chairman of the Supervisory
Board shall have two votes in a new round of voting.
According to §8 (1) of the Articles of Association, the Managing Board is com-
prised of several members, the number of which is determined by the Supervisory
Board. Pursuant to §84 of the German Stock Corporation Act and §9 of the Articles
of Association, the Supervisory Board may appoint a President of the Managing
Board as well as a Vice President. If a required member of the Managing Board has
not been appointed, the necessary appointment shall be made, in urgent cases, by
a competent court upon motion by any party concerned, in accordance with §85 of
the German Stock Corporation Act. Pursuant to §84 (3) of the German Stock Cor-
poration Act, the Supervisory Board may revoke the appointment of an individual
as member of the Managing Board or as President of the Managing Board for good
cause.
According to §179 of the German Stock Corporation Act, any amendment to the
Articles of Association requires a resolution of the Shareholders’ Meeting. The
authority to adopt purely formal amendments to the Articles of Association was
transferred to the Supervisory Board under §13 (2) of the Articles of Association.
In addition, by resolution of the Annual Shareholders’ Meetings on January 22,
2004 and January 26, 2006, the Supervisory Board has been authorized to amend
§4 of the Articles of Association in accordance with the utilization of the Autho-
rized Capital 2004 and Authorized Capital 2006, and after expiration of the then-
applicable authorization period.
Except as otherwise provided by §21 (7) of the Articles of Association with
respect to elections, resolutions of the Shareholders’ Meeting require a simple
majority vote, unless a greater majority is required by law. Pursuant to §179 (2)
of the German Stock Corporation Act, amendments to the Articles of Association
require a majority of at least three-fourth of the capital stock represented at the
voting round, unless another capital majority is prescribed by the Articles of
Association.
(7) Powers of the Managing Board to issue and repurchase shares
The Managing Board is authorized to increase, with the approval of the Super-
visory Board, the capital stock until January 21, 2009 by up to €600,000,000 nomi-
nal through the issuance of up to 200,000,000 registered shares of no par value
against cash contributions and/or contributions in kind (Authorized Capital
2004). The authorization may be implemented in installments. The Managing
Board is authorized to exclude, with the approval of the Supervisory Board, pre-
emptive rights of shareholders in the event of capital increases against contribu-
tions in kind. In addition, preemptive rights of shareholders may be excluded in
the event of capital increases against cash contributions, (i) to make use of any
residual amounts, (ii) in order to grant holders of bonds with warrants or convert-
ible bonds – as antidilution protection – preemptive rights to subscribe for new
shares, and (iii) if the issue price of the new shares is not signifi cantly lower than
their stock market price and the total of the shares issued in accordance with §186
(3), 4th sentence, of the German Stock Corporation Act does not exceed 10% of the
capital stock at the time of using this authorization.