Siemens 2008 Annual Report Download - page 203

Management’s discussion and analysis 107
Information required pursuant to §315 (4) HGB of the German Commercial Code
and Explanatory Report
Composition of common stock
As of September 30, 2008, the Company’s common stock totaled €2,743 million (2007: €2,743 million) divided
into 914,203,421 (2007: 914,203,421) 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 document is excluded, unless such evidence is
required under the regulations of a stock exchange on which the shares are listed. Collective share certicates
may be issued. Pursuant to §67 (2) of the German Stock Corporation Act (AktG), 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 Company’s stock register, shareholders are required to submit to the Company the number
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
ofces.
All shares confer the same rights and obligations. At the Shareholders’ Meeting, each share of stock has one vote
and accounts for the shareholders’ proportionate 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 German Stock Corporation Act, in particular by
§12, §53a et seq., §118 et seq., and §186 of the German Stock Corporation Act.
Restrictions on voting rights or transfer of shares
Shares of stock issued by Siemens AG under its employee stock scheme are subject to a Company-imposed pri-
vate law lock-up period of ve years if the share issue occurred prior to or during scal year 2007, and of two
years if the share issue occurred in scal year 2008. As a matter of principle, beneciary employees may not dis-
pose of any shares transferred to them in this way prior to expiration of the lockup period.
Members of the von Siemens family signed a trust agreement with the von Siemens-Vermögensverwaltung
GmbH (vSV), under which they transferred shares of stock owned by them to the vSV as trust property (at
October 13, 2008: 8,895,939; at October 12, 2007: 9,904,856). 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 foundations 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 duciary capacity in the same manner as the voting rights
attached to the shares transferred to the vSV as trust property. In this way, at October 13, 2008, the vSV had
voting control under a power of attorney over 36,728,783 (October 12, 2007: 24,673,050) shares of stock.
In order to bundle and represent their interests, the family members established a family partnership that
makes proposals to the vSV on the exercise of the voting rights at the Shareholders’ Meeting of Siemens AG,
which are taken into account by the vSV when acting within the bounds of professional discretion. In the event
that a trust relationship is terminated or interrupted by shareholders, they are required to continue to manage
the shares originally included in the trust relationship in a manner that will not impair the intended purpose
of the trust agreement. In particular, they are required to ensure that the voting rights attached to these shares,
if possible, are exercised at the Shareholders’ Meeting in line with the intended purpose of the trust agreement,
if this is legally permissible and economically justiable.