Siemens 2007 Annual Report Download - page 192

192 Management’s discussion and analysis
system), by more than 10%. If the shares are acquired through a public share pur-
chase offer, the purchase price or purchase price range per share (excluding inci-
dental transaction charges) may neither exceed nor fall below the average closing
price of the Siemens stock in XETRA trading (or a comparable successor system)
during the last fi ve trading days prior to the date on which the fi nal Managing
Board resolution about the formal offer is made, by more than 20%. If, in the case
of a public share purchase offer, the number of Siemens shares tendered or
offered for purchase by shareholders exceeds the total volume of shares which the
Company intends to reacquire, the shareholders’ right to tender may be excluded
to the extent that acquisition shall be in proportion to the Siemens shares ten-
dered or offered for purchase. Furthermore, the tender or offer for purchase of
small lots of up to 150 Siemens shares per shareholder may receive preferential
treatment.
The Managing Board was authorized to also use shares acquired on the basis
of this or any previously given authorization as follows: (i) such shares of stock
may be retired with the approval of the Supervisory Board; (ii) such shares of
stock may be used to meet the obligations under the 1999 and 2001 Siemens Stock
Option Plans; (iii) such shares of stock may be offered for purchase to individuals
currently or formerly employed by the Company or any of its subsidiaries, or they
may be granted and transferred to such individuals with a holding period of at
least two years; or (iv) such shares of stock may be used to service conversion or
option rights granted by the Company or any of its subsidiaries upon the issuance
of bonds. Furthermore, the Supervisory Board was authorized to offer shares
reacquired on the basis of this or any previously given authorization as stock-
based compensation for purchase to members of the Managing Board of Siemens
AG under the same terms and conditions as those offered to employees of the
Company, or to grant and transfer them with a holding period of at least two
years.
As of September 30, 2007, the Company held 383 shares of stock in treasury.
(8) Signifi cant agreements which take effect, alter or terminate upon a
change of control of the Company following a takeover bid
Siemens AG holds a minority interest in an entity active in the nuclear power busi-
ness that is majority-owned by a French company engaged in nuclear power
generation. Under the Shareholders’ Agreement for this entity, the majority share-
holder has the right to acquire the equity interest held by Siemens in the event of
a change of control. Conversely, Siemens AG has the right in the event of a change
of control to sell the interest held by it to the majority shareholder. A change of
control within the meaning of the Shareholders’ Agreement is deemed to occur if
more than 50% of the interests owned by one of the shareholders are acquired
and held by a third party, and the acquisition materially reduces the market value
of the entity or such third party is a major competitor of the entity or one of its
shareholders in the areas of power generation, power transmission and power
distribution or automation. Therefore, a change-of-control transaction following
the exercise of the corresponding right would result in the French majority share-