Siemens 2008 Annual Report Download - page 205

Management’s discussion and analysis 109
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 pre-
scribed by the Articles of Association.
Powers of the Managing Board to issue and repurchase shares
The Managing Board is authorized to increase, with the approval of the Supervisory Board, the capital stock until
January 21, 2009 by up to €600,000,000 nominal 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 authoriza-
tion may be implemented in installments. The Managing Board is authorized to exclude, with the approval of
the Supervisory Board, preemptive rights of shareholders in the event of capital increases against contributions
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 convertible bonds – as antidilution protection – preemptive rights to subscribe for new shares, and (iii) if the
issue price of the new shares is not signi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 per-
cent of the capital stock at the date of using this authorization.
Furthermore, the Managing Board is authorized to increase, with the approval of the Supervisory Board, the
capital stock until January 25, 2011 by up to €71,130,000 nominal through the issuance of up to 23,710,000 reg-
istered shares of no par value against contributions in cash (Authorized Capital 2006). The authorization may be
implemented in installments. Preemptive rights of existing shareholders are excluded. The new shares shall be
issued under the conditions that they are offered exclusively to employees of Siemens AG and its subsidiaries,
provided that these subsidiaries are not listed companies themselves and do not have their own employee stock
schemes.
As of September 30, 2008, the total unissued authorized capital of Siemens AG therefore consisted of
€671,130,000 nominal that may be issued in installments with varying terms by issuance of up to 223,710,000
registered shares of no par value. For details, please refer to §4 of the Articles of Association.
By resolution of the Annual Shareholders’ Meeting of January 22, 2004, the Managing Board was authorized
until January 21, 2009 to issue bonds in an aggregate principal amount of up to €11,250,000,000 with conver-
sion rights (convertible bonds) or with warrants entitling the holders to subscribe to up to 200,000,000 new reg-
istered shares of no par value, representing a pro rata amount of up to €600,000,000 of the capital stock. The
bonds are to be issued against contributions in cash. The authorization also includes the possibility to assume
the guarantee for bonds issued by subsidiaries of Siemens AG and to grant the holders of such bonds Siemens
shares in satisfaction of the obligations under the conversion or option rights attaching to these bonds. The
bonds may be issued once or several times, in whole or in part. The individual bonds shall rank pari passu in
all respects.
The pro rata amount of the capital stock represented by the shares to be issued upon exercise of the rights
attached to the bonds must not exceed the principal amount or an issue price below the principal amount of
each bond. The conversion or exercise price must not fall below 80 percent of the market price of the Siemens
stock as quoted by the XETRA trading system (or a comparable successor system) on the Frankfurt Stock
Exchange. The calculation shall be based on the mean closing price over the ve trading days prior to the date
on which the nal Managing Board resolution is made to submit an offer for the subscription of bonds or to the