Siemens 2007 Annual Report Download - page 271

Notes to Consolidated Financial Statements 271
(in millions of €, except where otherwise stated and per share amounts)
Notes to Consolidated Financial Statements
of existing shareholders are excluded. The new shares shall be issued under the
condition that they are offered exclusively to employees of Siemens AG and its
subsidiaries, provided these subsidiaries are not listed companies themselves
and do not have their own employee stock schemes. The Managing Board is autho-
rized to determine, with the approval of the Supervisory Board, the further con-
tent of the rights embodied in the shares and the terms and conditions of the
share issue. Authorized Capital 2006 replaced the outstanding Authorized Capital
2001/II of €67 (representing approximately 22 million shares) and will expire on
January 25, 2011.
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 regis-
tered in the names of the holders against cash contributions and/or contributions
in kind (Authorized Capital 2004). The Managing Board is authorized to deter-
mine, 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 contribu-
tions in kind and in certain pre-stipulated circumstances against cash. Autho-
rized Capital 2004 replaced Authorized Capital 2001/I of €400 (representing
approximately 133 million shares) and Authorized Capital 2003 of €250 (repre-
senting 83 million shares) and will expire on January 21, 2009.
Authorized Capital 1998 of €90 and Authorized Capital 1999 of €210 were
replaced by resolution 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 contri-
bution 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 Febru-
ary 1, 2006 for the purpose of issuing them exclusively to employees of the Com-
pany and its subsidiaries, provided these subsidiaries are not listed companies
themselves and do not have their own employee stock schemes (Authorized Capi-
tal 2001/II). Pre-emptive rights of existing shareholders were excluded. The Man-
aging Board was 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. As mentioned above, the outstanding Authorized Capital 2001/
II of €67 (representing approximately 22 million shares) was replaced by resolu-
tion of the Annual Shareholders’ Meeting on January 26, 2006.